BYLAWS
OF
THE 10TH AMENDMENT FOUNDATION, INC
A Non Profit Corporation
ARTICLE I
PURPOSE OF THE FOUNDATION
1. THE PROBLEM:
The progressive statists (big government people) already have a collection of at least two so called non partisan political educational organizations. One is the AF of L-CIO and another called by the acronym: ACORN (Now Community Organizations Itnl.). These organizations have pushed for The Rule of Man--what feels good or follows what they want without any attention to any rules or societal guidelines. Their sole purpose for existence seems to be the taking of political power and the furthering of their group agenda. In all of their actions they appear to have no limits or rules. They and their supporters in Congress and in the executive branch, by the fact of their influence have been able to carry forth their agenda even with the cooperation of Federal officials who --if questioned about it--would insist that they were following the Constitution. (NOTE: it is very questionable whether they have ever really considered the constitutionality of any action that they may take.) The statists actions have resulted in governmental interference with private industry and finance (such as requiring banks to lend to people who couldn't pay the loan back, and telling us what we have to do with every mud puddle on our land or what kind of house we have to live in) which governmental interference has led to one of the worst economic setbacks in three/quarters of a century.
Similar governmental actions in violation of the 10th Amendment have entered government into the medical field and resulted in a constant increase of medical costs and threatens to bankrupt the government within 10 years (or to require such inflation as to make the dollar essentially worthless.)
2. THE ANSWER:
Members of the The 10th Amendment Foundation, Inc. as shown by their membership, believe in the Rule of Law and the Constitution. By their membership they acknowledge that for the protection of, and the continuance of our constitutional republic a similar national organization is needed that is not tied to any political party, but only to those (and all those) who would govern by, and under the Rule of Law and the Constitution.
In addition, members of the Foundation understand that where our nation has grown and prospered, it has been following the Constitution. Where it has failed (and where it is failing) it has been almost uniformly caused by the failure to follow the Constitution.
We also understand that many, indeed most, Americans--including most of our elected officials--have no understanding at all of our Constitution or the Rule of Law (And this includes the lawyers as well as the non-lawyer officials.)
The big difference between the the statists and the Foundation and its members (besides the ultimate goal of what happens to the greatest republic in history) is that The 10th Amendment Foundation, Inc. intends to carry out its actions legally. In addition, The 10th Amendment Foundation, Inc. does not have any government grants to carry out its work and must rely on the volunteer efforts and the financial contributions of its members and supporters.
The purpose of the Foundation, then, is to educate the people at large and all office holders of the absolutely imperative requirement that our Federal officials take no action that is not specifically called for in the Constitution and if they see what they think is a need to take action not covered by the Constitution, to call for a "concurrent majority" of all the people through the passage of a Constitutional Amendment (as was done by all of the Amendments following the Bill of RIghts or the first 10 amendments.)
ARTICLE II
ORGANIZATION OF FOUNDATION
1. National Foundation Made Up of State
and Local Organizations
Since the entire subject of the purpose of the Foundation is national in scope and requires the re-education of both the people and the office holders nationwide it is essential, if the Foundation is to have any effect or success that it have chapters throughout the nation and specifically in every Congressional District and in every State.
2. By-laws to be Primarily Operative for the Organizations of the Congressional Chapters
by Voting Members
While the so called ACORN and major Labor Unions take the actions that they take without any real input or say by their grass roots members, The Foundation recognizes that if we are to be at all successful, we must be guided and ultimately controlled by all of the members who have shown enough concern to contribute at least $100 each year (or who have contributed enough volunteer work on behalf of The Foundation to be deemed by general or by specific vote of the Board of Directors of Congressional District Chapters. as having made donations of at least $100) These people will be deemed to be "voting members" of the Foundation.
3. The Congressional District Chapters
a) BASIC UNITS OF FOUNDATION: The basic units of The Foundation will be the local Congressional District Chapters which will come from voting members and associate members in each Congressional District.
b) DESIGNATION OF BASIC UNITS: The Congressional District Chapters will be designated by the Congressional District number and the state followed by "10th Amendment Foundation." Thus the first two Congressional Districts will be 9 Va. 10th Amendment Foundation and 1 Tn 10th Amendment Foundation.
c) LOCAL SUB CHAPTERS: Congressional District Chapters of the Foundation may choose to have sub-chapters for operations in local communities within their Congressional District. Voting Members in congressional District Sub Chapters will operate in their own local communities under the control and guidance of the Congressional District Chapter and the members of such local sub chapters will come together with all Voting Members of the Congressional District Chapter to cast their votes on matters set forth herein.
d) RELATIONSHIP TO THE STATE AND NATIONAL ORGANIZATIONS: While the State and National districts may have State or National programs which are designed to be carried out in Congressional Districts, The Congressional District Chapters will decide on the administration of National, State, or Local programs so as to carry out the programs in the most productive manner for their local areas within their District. If there should be any conflict between the local chapters and the State or National organizations, then the leadership of each shall sit down to work out any differences to best serve the mission of the Foundation in that Congressional District.
4. The State Organizations
a) WHEN FORMED: The State Organizations shall be formed after there are established and working Congressional District Chapters in 1/4 of the Congressional Districts within the State. Once formed the State Organizations shall have the same powers and responsibilities within their respective states (relative to Federal and State officials who shall have constituencies within the entire state) as the congressional District Chapters have within their congressional districts.
b) The Board of Directors of the State Organizations shall be made up of the chair and one other member of the Board of Directors of each Congressional District Chapter in that State. The officers of the State Organizations shall be nominated by the State Board of Directors in the same manner as those of the Congressional Districts. The nominations for office in State Organizations shall be affirmed or rejected at biannual conventions with delegates from each Congressional District Chapters with each delegate representing up to 250 voting members from their respective districts. The State Organization Conventions will be held in even numbered years between April 15 and July 6th.
5. The National Foundation
a) FORMATION AND INITIAL GOVERNANCE:
1) The National Foundation was formed after the so-called Tea Party held at Abingdon Virginia on April 15, 2009. It was formally chartered as a non-profit educational corporation by the Commonwealth of Virginia on May 6, 2009. It shall make every effort to be and remain listed under Sec. 503 (3) (c) of the Internal Revenue Code so that it shall operate tax free and so that all donations may be deducted by donors from their individual income tax returns.
2) Since the Foundation has had to start at some point, the original organization of the Foundation shall be governed by the Original Board, of officers and voting members. This shall continue until at least July 6th, 2010 or until the July 6th after there are at least 10 State organizations with members on the National Board. In the meantime, as Congressional District Chapters are formed and become functional, their Chair person and one representative from their Board shall be added to the National Board. As State Organizations are formed and become functional their Presidents and one representative from their State Board shall serve as members if the National Board. Once the State Organization is formed and recognized by the National Foundation no new members of Congressional District leaders shall be on the National Board unless they do so as officials of the State Organization.
b) RESPONSIBILITES:
1) The National Foundation shall be responsible for trying to establish (and encourage the continued active participation) of local Congressional District Chapters and State Organizations throughout the United States.
2) The National Foundation shall have the power and responsibility to deal with the President and members of the national executive branch of the federal Government and with the judicial branch of government. Under the later, the National Foundation shall have the power and responsibility of filing and prosecuting (or defending) any court actions involving the Foundation or any of its constituent groups and/or considering for any action on any issues involving the question of the constitutionality of any actions of the Executive or Legislative Branches of the national government on which any 10 voting members from at least 10 Congressional Districts petition the National Board to consider taking action upon.
3) The National Foundation shall create and maintain an official web page for The 10th Amendment Foundation, Inc. This shall be run under the auspices of the National Board. The address of the official web page shall be set by the National Board, but the inital address shall be 10thamendmentfoundation.org. The National Board may also maintain an official face book and twitter web address and any other means of communication whether by the internet, or otherwise. State Organizations and local Congressional District Chapters may have their own pages but shall link their pages to the official National address and visa versa.
4) The National Foundation, in cooperation with the State Organizations and/or Congressional District Chapters shall develop programs aimed at educating the people (and especially school and college age children) about the existence and the historical and current importance of the Constitution of the United States operating under the Rule of Law. The same shall be true about the education of public office holders.
5) In addition, The National Foundation, in cooperation with the State Organizations and/or Congressional District Chapters shall develop programs aimed at determining the compliance of governmental officials with their oaths of office "to defend and uphold the Constitution." The National Foundation shall work with the State Organizations and Congressional District Chapters to inform voters in their respective districts and states when any member of the COngress or Senate from their State or District violates their oath of office to uphold and defend the constitution. If and when any organizational unit within the Foundation determines that a Congressman or Senator has violated their oath of office to uphold the Constitution, they shall submit that finding to the National Board, and after approval shall do everything they can do to educate the voters of that State or congressional district about that Congressman or Senator of his or her violation of his or her oath of office.
6) The National Foundation, in cooperation with the State and Local units of the Foundation shall work out programs of education of the voters in each state and congressional district both as to the importance of their elected officials following the Constitution and whether their officials are abiding by the Constitution. The Foundation shall also have programs to make sure that those people are registered to vote and that they get to the polls on election day.
7) As a part of (6) above The National Foundation, in cooperation with the State and Local units of the Foundation shall work out programs using all possible media outlets and technologies to carry out the mission set forth above.
6. The Management and
Sharing of Financial donations
a) Until State organizations are established, donations will be shared between the National and the Congressional District Chapters on a 50-50 basis. When State Organizations are established in each such state, donations will be shared on a 33%-33%-33% between the national foundation and the state organizations, and the congressional district chapters.
b) Treasurers of the National, State, and Congressional Boards shall be bonded and shall be responsible for seeing that acknowledgement (for tax purposes) are sent to donors donating over $100; for seeing that the division is made between the Foundation units involved with the donation; and distributing funds as directed by their respective boards. Treasurers handling more than $10,000 in one year shall be bonded.
c) The fiscal year of the Foundation shall run from May 6 to May 5 of the next year.
ARTICLE III
CLASSIFICATION OF MEMBERS
1. Voting Members
Voting members shall include all persons (or corporations) who have donated a minimum of $100 during the fiscal year of the Foundation, or who are certified by a Board of the local Congressional District Chapter where that person is a registered voter as having contributed at least 25 hours of active and substantially helpful volunteer work for the Foundation in the fiscal year in which that person is designated as a voting member. There shall be no different classification of "voting members."
2. Associate Members
Associate members are those who have contributed $15 or more but less than $100 in a fiscal year and who are not otherwise "Voting Members". They shall, along with "voting Members" be listed on the Congressional District membership lists, but they shall be listed as "Associate Members". They shall have Associate member passwords that allow them to get into the membership limited sections of the National Foundation's web page. They may also be sent e-mail messages of pending governmental actions so that they can communicate with with their friends and with the government agents or representatives involved and with local media. They will also be invited to any social functions or trips to the State capital, Washington, or rallies wherever. They may also be provided with copies of these bi-laws.
ARTICLE IV
VOTING MEMBERS
1. Bi-Annual Meeting
A meeting of the voting members of each Congressional District Chapter shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later than 100 days after the anniversary of the date of incorporation of the Corporation.
2. Special Meetings
Special meetings of the Voting Members may be called by the Board of Directors, Chairman of the Board or President and shall be called by the Board upon the written request of the voting members entitled to vote at the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings the only business which may be transacted is that relating to the purpose or purposes set forth in the notice thereof.
3. Place of Meetings
Meetings of the voting members shall be held at such place within or outside of the State of Virginia as may be fixed by the Board of Directors. If no place is so fixed, such meetings shall be held at the principal office of the Foundation in their respective congressional districts.
4. Notice of Meetings
Notice of each meeting of the voting members shall be given in writing and shall state the place, date and hour of the meeting and the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.
If, at any meeting, action is proposed to be taken which, if taken, would change the voting rights of voting members, the notice shall include a statement of that purpose and to that effect.
A copy of the notice of each meeting shall be given, personally or by first class mail or by e-mail to their last address of record, not less than ten nor more than sixty days before the date of the meeting, to each voting member entitled to vote at such meeting. If mailed, such notice shall be deemed to have been given when deposited in the United States mail, with postage thereon prepaid, directed to the voting member at his address as it appears on the record of the voting member, or, if he shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, then directed to him at such other address.
When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each voting member on the new record date entitled to notice under this Section 4.
5. Waiver of Notice
Notice of a meeting need not be given to any voting member who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any voting member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her.
6. Inspectors of Election
The Board of Directors, in advance of any voting members' meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders' meeting may, and on the request of any voting member entitled to vote thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment in advance of the meeting by the Board or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of such inspector at such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of votes outstanding at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote at the meeting, count and tabulate all votes, ballots or consents, determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting, or of any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and shall execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of any vote certified by them.
7. List of Voting Members at Meetings
A list of the voting member as of the record date, certified by the Secretary or any Assistant Secretary or by the Treasurer, or Assistant Treasurer shall be produced at any meeting of the shareholders upon the request thereat or prior thereto of any voting member. If the right to vote at any meeting is challenged, the inspectors of election, or the person presiding thereat, shall require such list of the voting member to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be voting member entitled to vote thereat may vote at such meeting.
8. Qualification of Voters
Unless otherwise provided in the Certificate of Incorporation, every voting member of record shall be entitled at every meeting of the voting member to one vote .
No voting member shall sell his vote, or issue a proxy to vote, to any person for any sum of money or anything of value except as permitted by law
9. Quorum of Voter Members
25% of the voting members and or persons holding proxies of voting member of the Corporation entitled to vote at any meeting of the voting members shall constitute a quorum at such meeting for the transaction of any business.
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
The voting member who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.
10. Proxies
Every voting member entitled to vote at a meeting of the voting members, or to express consent or dissent without a meeting, may authorize another person or persons to act for him by proxy.
Every proxy must be signed by the voting member. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the voting member executing it, except as otherwise provided by law.
The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the voting member who executed the proxy, unless before the authority is exercised written notice of an adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary.
Any proxy must be documented by a writing signed by the voting member giving the proxy and witnessed with the signature of two others.
11. Vote or Consent of Voting Members
Directors of Local chapters, except as otherwise required by law, shall be elected by a majority of the votes cast at a meeting of voting members entitled to vote in the election.
Whenever any corporate action, other than the election of directors, is to be taken by vote of the voting members, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of voting members by the holders of shares entitled to vote thereon.
Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all voting members entitled to vote thereon. Written consent thus given by the voting members entitled to vote shall have the same effect as an unanimous vote of shareholders.
12. Fixing The Record Date
For the purpose of determining the voting members entitled to notice of or to vote at any meeting of voting members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining voting members entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of voting members. Such date shall not be less than ten nor more than sixty days before the date of such meeting, nor more than sixty days prior to any other action.
When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.
ARTICLE V
BOARDS OF DIRECTORS
1. Power of Board and Qualification of Directors
The business of the Foundation and all its member units--National, State, and local Congressional District--shall be managed by a Board of Directors. Each director shall be at least eighteen years of age.
2. Number of Directors
a) The number of directors constituting the entire Board of Directors of Congressional District Boards of Directors shall be the number, not less than one nor more than ten, fixed from time to time by a majority of the total number of directors which the Congressional District Chapter of the Foundation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director.
b) The number of directors of the State Boards of Directors shall be made up of the original State Board members plus the Chair and one representative from each Congressional District unit in the State.
c) The number of members of the National Board of Directors shall include all of the original members of the National Board, who shall have life tenure on the National Board and the President and one representative of each state having an organized State Foundation unit or the Chair of one local chapter unit from any state not having been formally organized, The member having been chosen by the agreement of all congressional district units within that state. In the event that the chairs of Congressional Districts in a given state cannot agree on who will represent them on the National Board, then the National President will appoint one of them from that state.
d) Until otherwise fixed by the directors, the number of directors constituting the entire National Board shall be 7.
3. Election and Term of Directors
At each bi-annual meeting of shareholders, directors shall be elected to hold office until the next biannual meeting and until their successors have been elected and qualified or until their death, resignation or removal in the manner hereinafter provided.
4. Quorum of Directors and Action by the Board
a) A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and, except where otherwise provided herein, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.
b) Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.
5. Meetings of the Board
a) A biannual meeting of the Board of Directors shall be held in each year directly after the biannual meeting of voting members. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time upon the call of the President or any two directors.
b) Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings.
c) Meetings for State and National Boards my be held on line if agree to by all Board members of that Board. If no place is so fixed, meetings of the Board shall be held at the principal office of the Board's unit organization. Any one or more members of the Board of Directors may participate in meetings by means of a conference telephone, on line meeting, or similar communications equipment.
d) No notice need be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, local time, on the third day prior to the meeting or by telegram, or by e-mail, written message other than e-mail, or orally not later than noon, local time, on the day prior to the meeting. Notices are deemed to have been properly given if given: by mail, when deposited in the United States mail; by telegram at the time of filing; e-mail at the time of it is posted on the sending computer; or by messenger or orally at the time received. Notices by mail, telegram, e-mail or messenger shall be sent to each director at the address designated by him for that purpose, or, if none has been so designated, at his last known residence or business address.
e) Notice of a meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to any director.
f) A notice, or waiver of notice, need not specify the purpose of any meeting of the Board of Directors.
g) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
6. Resignations
Any director of any board of the Foundation may resign at any time by giving written notice to that Board of Directors or to the President or to the Secretary of that unit of the Foundation of which he is a Board member. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.
7. Removal of Directors
Any one or more of the directors may be removed for cause by action of the Board of Directors of the unit of which he is a director.
8. Newly Created Directorships and Vacancies
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason except the removal of directors by voting members may be filled by vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring as a result of the removal of directors by voting members shall be filled by the voting members. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.
9. Executive and Other Committees of Directors
a) The Board of Directors of the National Board or of any constituent unit of the Foundation, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees each consisting of three or more directors and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters: (1) the submission to voting members of any action that needs voting members' approval; (2) the filling of vacancies in the Board or in any committee; (3) the amendment or repeal of the bylaws, or the adoption of new bylaws; (4) the amendment or repeal of any resolution of the Board which, by its term, shall not be so amendable or repealable; or (5) the removal of directors.
b) Directors and officers or any constituent unit of the Foundation shall not be compensated for their time served as directors except for special services and then only if approved by resolution by the a unanimous vote of the Board for one to no more than 3 members of the Board. Officers and Directors may be re-imbursed for actual documented expenses paid out of pocket by them for products and/or paid for services provided by a third party.
c) The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.
d) Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of such committee.
f) Each such committee shall serve at the pleasure of the Board of Directors.
ARTICLE VI
OFFICERS
1. Election of Officers
a) The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President, a Secretary, and a Treasurer, and from time to time may elect or appoint such other officers as it may determine. Any two or more offices may be held by the same person. The Board of Directors may also elect one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers.
b) The original officers, as set forth in the corporate charter filed by the Foundation with the Commonwealth of Virginia State Corporation Commission and any others elected within 6 months thereof by voting members at the time shall serve as National Officers until the later of May 6th, 2010 or such time as there are at least 10 organized and recognized State 10th Amendment Foundation Organizations with members on the national board.
2. Other Officers
The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
3. Term of Office and Removal
Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the next biannual meeting of shareholders. Any officer may be removed by the Board with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights.
4. President
The National or State President shall be the chief executive officer of the National or State Foundation respectively, and the Chair of the local Congressional District Chapter, shall have general and active management of the business of the unit of the Foundation for which they were chosen. Each of them shall see that all orders and resolutions of the Board of Directors of their unit are carried into effect. The President or chair , as the case may be, shall also preside at all meetings of the voting members and the Board of Directors.
Until and unless these bi laws are amended to state otherwise, the Natoional President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.
5. Vice Presidents
The Vice Presidents, in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.
6. Secretary and Assistant Secretaries
The Secretary of the National Board shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary or Assistant Secretary assigned to do so, shall give or cause to be given, notice of all meetings of the voting members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary's signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.
The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of such designation then in the order of their election, in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
The Secretaries and Assistant Secretaries of the State Organizations and the Congressional District Chapters shall be responsible for basically the same duties within their units as the National Secretaries or Assistant Secretaries except that they do not have the power to affix the seal of the foundation or carry out any duties required for the National Secretary or Assistant Secretaries.
8. Treasurer and Assistant Treasurers
a) The Treasurer of the national Foundation and of each constituent unit shall have the custody of the funds and securities thereof; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Foundation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Foundation or its respective constituent units in such depositories as may be designated by the Board of Directors thereof.
b) The Treasurers of the Foundation and its constituent units shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.
c) If required by the Board of Directors of his constituent unit, the Treasurer thereof shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer, and for the restoration to the Corporation, in the case of the Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation.
d) The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of such designation, then in the order of their election, in the absence of the Treasurer or in the event of the Treasurer's inability or refusal to act, shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
9. Books and Records
The Foundation and each constituent unit shall keep: (a) correct and complete lists of the names and contact addresses of voting members, b) Board of Directors and any committees of directors; and (c) a current list of the directors and officers and their residence addresses. The National Foundation shall also keep at its office in the Commonwealth of Virginia or at the office of its transfer agent or registrar in the State of Virginia, if any, a record containing the names and addresses of all voting members.
The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Foundation shall be open to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Foundation except as so authorized by the Board.
10. Checks, Notes, etc.
All checks and drafts on, and withdrawals from the Corporation's accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereunto authorized by, or pursuant to resolution of, the Board of Directors.
ARTICLE V
OTHER MATTERS
1. Corporate Seal
The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.
2. Fiscal Year
The fiscal year of the Corporation shall be the twelve months ending May 5th, or such other period as may be fixed by the Board of Directors.
3. Amendments
Bylaws of the Corporation may be adopted, amended or repealed by the recommendation of the National Board of Directors and approved at the subsequent biannual meetings voting members at the time entitled to vote in the election of any directors. Bylaws may also be adopted, amended or repealed by the Board of Directors of the National Foundation, but any bylaws adopted by the Board may be amended or repealed by a majority of all of the voting members of each of the Congressional District Chapters entitled to vote thereon as herein above provided.
If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.
Signed_________________________________________ President, "The 10th Amendment Foundation, Inc."
________________________________________
Secretary, "The 10th Amendment Foundation, Inc."
Locus Segiilis
The Official Seal
