MESSAGE FROM THE CO-FOUNDERS
What began as a simple dream has blossomed into a beautiful reality. In 2010, we envisioned a way to provide direct and meaningful support to the future generation of our world affected by pediatric cancer. With only a small fraction of the National Cancer Institute’s budget dedicated to pediatric cancer, private contributions have always been and continue to be essential Our greatest hope is that one day, childhood cancer will be eliminated entirely
Over the years, Runway to Hope has proudly funded programs at all three of our local children’s hospitals These efforts have supported new treatment options, provided access to groundbreaking technology, renovated hospital units, and fostered collaboration between hospitals as they care for children with cancer in our community In addition to our Hospital Programming, our Family Wellness Program has grown from solely providing emergency financial relief to these families in crisis to providing holistic support covering seven health initiatives including financial support, mental health counseling, and physical rehabilitation. The emotional and financial strain these families endure can be overwhelming often requiring one parent to leave their job to care for their child full time, while the family’s income decreases and expenses skyrocket. In these moments, we cut through the bureaucracy and provide immediate help when it’s needed most.
Words cannot express the depth of our respect, gratitude, and appreciation for everyone who has supported Runway to Hope’s mission. We are inspired by the stories of triumph and survival, yet humbled and heartbroken by the unimaginable loss of those we could not save. As we look forward, our commitment remains unwavering: to walk hand in hand with our community, to bring hope to every child and family we serve, and to fight until the day we find a cure for childhood cancer
With heartfelt thanks,
Mark & Josie NeJame Co-Founders Runway to Hope
Article I – Purposes
Section 1.01 – Corporation Not For Profit
Section 1 02 – Charitable Purposes
Article II – Offices
Section 2.01 – Registered Office
Article III – No Members
Section 3 01 – No Members
Article IV – Directors
Section 4.01 – Management
Section 4.02 – Number of Directors
Section 4 03 – Role of Directors
Section 4 04 – Board of Directors Status
Definitions
A. Full Voting Director
B. Ex Officio Member
C. At-Large Member
D Honorary Member
Section 4 05 –Election of Directors
Section 4.06 –Qualification
Section 4.07 -Designated Corporate Board Seats
Section 4.08 –Terms & Tenure
Section 4 09 –Compensation
Section 4 10 –Meetings
Section 4 11 –Resignation of Directors
Section 4.12 –Removal of Directors
Section 4.13 –Vacancies
Section 4.14 –Duties of Directors
Section 4 15 –Liability of Directors
Section 4 16 –Director Conflicts of Interest
Section 4.17 –Executive Director
Article V – Board Committees
Section 5.01 – Executive and Other Committees
Section 5 02 – Strategic Planning Committee
Section 5 03 – Fundraising Committee
Section 5.04 – Community Engagement Committee
Section 5.05 – Advisory Committees
Section 5 06 – Procedures Applicable to Committees
Article VI – Officers
Section 6 01 – Executive Committee
Section 6 02 – Election, Term of Office and Qualification
Section 6.03 – Resignations
Section 6.04 – Removal
Section 6 05 – Vacancies
Section 6 06 – Contract Rights
Section 6 07 – Duties of Executive Committee
Officers
A. Board Chair
B. Vice Chair
C Governance Chair
D Secretary
E. Treasurer
Article VII – Finance
Section 7 01 – Gifts and Contributions
Section 7 02 – Deposits
Section 7 03 – Checks, Drafts, and Orders for Payment
Article VIII – Corporate Records
Section 8 01 – Corporate Records
Article IX – Indemnification
Section 9.01 – Indemnification
Article X – Miscellaneous
Section 10 01 – Corporate Seal
Section 10 02 – Fiscal Year
Section 10.03 – Amendment of Bylaws
Section 10.04 – Relation to Articles of Incorporation
Section 10 05 – Statement of Dissolution
ARTICLE I – PURPOSES
Section 1 01 Corporation Not For Profit RUNWAY TO HOPE, INC. (the “Corporation”) is a Florida not for profit corporation formed in accordance with Chapter 617 of the Florida Statutes.
Section 1.02. Charitable Purposes.
This Corporation is organized exclusively for charitable purposes as defined in Section 501(c) (3) of the Internal Revenue Code of 1986, as amended Specifically, the Corporation exists to support children and families impacted by pediatric cancer through direct support, advocacy, fundraising, and community engagement initiatives, with a commitment to local impact and equitable care.
ARTICLE II – OFFICES
Section 2.01. Registered Office.
The registered office of the Corporation shall be 2721 Forsyth Road, Suite 365 or such other location as may be determined from time to time by the Board of Directors.
ARTICLE III – NO MEMBERS
Section 3.01. No Members.
The Corporation shall have no members.
ARTICLE IV – DIRECTORS
Section 4.01. Management.
All corporate powers shall be exercised by or under the authority of, and the affairs of the Corporation shall be managed under the direction of, the Corporation’s Board of Directors.
Section 4 02 Number of Directors
The number of directors of the Corporation shall be between five (5) and twenty-one (21).
Section 4.03. Role of Directors
The Board of Directors shall work in partnership with the Executive Director of the “Corporation” and its staff to raise funds in support of the established fundraising priorities and to oversee the transfer of funds raised by the Corporation (or designated recipient) in a strategic and timely manner.
Section
4
04: Board of Directors Status Definitions
1 Full Voting Director: A Full Voting Director is a duly elected member of the Board of Directors who holds full fiduciary responsibility, voting authority, and participation privileges in all board meetings and organizational matters. These members are subject to term limits, must meet director qualifications, and are counted toward quorum.
2.Ex Officio Member: An Ex Officio Member serves on the Board or a committee by virtue of their position (e g , Executive Director) Unless otherwise specified, ex officio members are non-voting and are not counted toward quorum They may participate in discussion, provide institutional insight, and support board decision-making through non-governing engagement.
3.At-Large Member: An At-Large Member may be appointed by the Board to serve on a specific committee, task force, or initiative. These individuals are not formal voting members of the full Board of Directors, but serve in an advisory or participatory capacity as determined by the Board Terms, responsibilities, and authority of At-Large Members shall be defined at the time of appointment.
4.Honorary Member: An Honorary Member is a past board member or distinguished supporter recognized by the Board for their service and commitment to the mission. Honorary Members do not vote, are not counted toward quorum, and do not hold fiduciary responsibility, but may be invited to attend board meetings, events, or serve in ambassadorial roles Terms and responsibilities of honorary members shall be defined at the time of appointment.
Section 4.05: Election of Directors
1.Identification and Nomination: Prospective board members shall be identified and nominated by the Executive Committee (or Nominating Committee if designated), which shall assess the candidate’s qualifications, alignment with the organization’s mission, and capacity to fulfill board responsibilities.
2.Advisory Review: The nominated candidate may be reviewed and discussed by the Executive Director and the Co-Founders of Runway to Hope, who may provide input or advisory feedback to the Executive Committee. This advisory input is non-binding and does not constitute approval authority
3 Board Vote: All director nominations must be confirmed by a majority vote of the full Board of Directors at a regular or special meeting where a quorum is present, and/or by electronic vote with which a majority approval response is indicated.
Section 4.06. Qualification.
Directors must be natural persons who are twenty-one (21) years of age or older Additional qualifications may be specified by the Board from time to time All directors must be active monthly donors throughout their board term and must annually acknowledge and accept the Roles & Responsibilities for Individual Board Members, as specified in a separate document maintained and updated by the Runway to Hope Staff.
Section 4.07. Designated Corporate Board Seats.
1. Designation of Corporate Seats.
The Board of Directors may designate permanent corporate board seats for strategic partner organizations whose partnership materially advances the mission of the Corporation. The following organizations are hereby recognized as designated corporate board seat partners:
The Mall at Millenia
Rosen Hotels & Resorts
Bloomingdale’s Orlando
AdventHealth for Children
Arnold Palmer Hospital for Children
Nemours Children’s Health
Each designated organization may appoint one representative to serve as a Full Voting Director, subject to Board confirmation and approval
2. Confirmation and Voting Rights.
Each corporate appointee must be confirmed by majority vote of the Board of Directors and shall possess full voting rights and fiduciary responsibilities consistent with all other Full Voting Directors.
3 Continuation of Partnership
The Board of Directors retains the authority to review and reevaluate any designated corporate seat if the partnership between the Corporation and the respective organization materially changes, diminishes, or terminates. Continuation of such seat shall be subject to Board discretion and vote.
4 Change in Representative
If a corporate board representative experiences a change in employment, role, or authority within the designated organization, the representative must provide immediate written notice to the Board Chair and Executive Director. The designated organization shall nominate a successor representative for Board confirmation as soon as reasonably practicable.
5 Transition Preference
The Corporation strongly encourages a transition period of approximately ninety (90) days, when feasible, during which the outgoing and incoming representatives may overlap to ensure continuity. During such transition, the outgoing representative may attend one final Board meeting alongside the successor to facilitate effective onboarding. This overlap is preferred but not required
Section 4.08. Terms & Tenure.
1 Term of Office
a. Each Full Voting Director shall serve a term of three (3) years, unless elected to a shorter initial term for purposes of maintaining staggered board classes.
2.Renewal of Term.
a. At the conclusion of each three-year term, a Director may be considered for renewal by the Board of Directors. Renewal shall require a majority vote of the Board at a regular or special meeting at which quorum is present There shall be no limit to the number of consecutive terms a Director may serve, provided that each renewal is affirmatively approved by the Board.
3.At-Large Members.
a. At-Large Members shall serve for a term determined by the Board at the time of appointment and may be reappointed without limitation, subject to annual review and Board approval
Section 4.09. Compensation.
No member of the Board of Directors shall receive any compensation from the Corporation for providing services to the Corporation in the position of director; provided, however, that the directors may be reimbursed for any reasonable out-of-pocket expenses incurred in furtherance of their duties as directors if approved by the Board of Directors
Section 4.10. Meetings
The Board of Directors shall hold regular meetings at such times and places as it may determine, with regular meetings to occur at least once per quarter. Written notice of all meetings shall be provided at least four weeks prior which will include the date, time, and place Directors may participate in meetings via teleconference or video call A quorum may be established through participation in person or electronically Board actions, including elections and decisions, may be conducted via secure electronic vote, provided that quorum is achieved. A director’s approval is presumed if they are present and do not object during the meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if a quorum participates and approves the action electronically, unless otherwise required by law
Section 4.11. Resignation of Directors.
A director may resign at any time by delivering written notice to the Board Chair or Executive Director. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date.
Section
4.1
2. Removal of Directors.
Any director may be removed for cause by a majority vote of the Board of Directors Directors may be removed without cause only by a supermajority vote (75%) of the Board.
Section
4.1
3. Vacancies.
Vacant board seats may be filled by the Board at any time to maintain full participation and staggered terms.
Section
4.1
4. Duties of Directors.
A Director shall discharge their duties as a member of the Board of Directors, including duties as a member of any committee on which they may serve, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Director reasonably believes to be in the best interests of the Corporation.
In fulfilling these responsibilities, Directors shall act in accordance with the legal duties of care, loyalty, and obedience, which include but are not limited to:
1.Duty of Care – Ensuring prudent use of all assets, including people, facilities, and goodwill, and making informed decisions by reviewing all relevant information.
2.Duty of Loyalty – Placing the interests of the Corporation above personal or external interests, avoiding and disclosing conflicts of interest, and ensuring activities advance the mission of the Corporation
3.Duty of Obedience – Ensuring compliance with applicable laws, adherence to the Corporation’s bylaws, and alignment with the stated mission and purposes.
A Director is entitled to rely on information, opinions, reports, or statements, including financial data, prepared or presented by:
One or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented; Legal counsel, public accountants, or other persons whose professional or expert competence is reasonably believed; or
A committee of the Board of Directors on which the Director does not serve, if the Director reasonably believes such committee merits confidence
A Director shall not be deemed to be acting in good faith if they have knowledge concerning the matter that makes reliance unwarranted. All Runway to Hope information including, but not limited to, financial data, donor and sponsor contact information, and internal reports is confidential and may not be shared without the express permission of the Board of Directors collectively
The full Board of Directors oversees the annual independent financial audit and all compensation matters. These duties may be delegated to committees in the future as needed. The Executive Committee may be consulted or asked to participate in audit and compensation discussions and decisions, particularly those involving internal controls, budget reviews, and key personnel compensation. The Executive Committee may also be engaged in governance matters and strategic planning discussions, offering oversight and continuity between full board meetings.
Directors shall also:
Know the mission, policies, programs, and needs of the Corporation; Faithfully read and understand the Corporation’s financial statements; Act as active advocates and ambassadors for the Corporation; Leverage personal and professional connections to advance the mission; Make an annual personal financial contribution, including participation in the Community of Hope monthly donor program; Assist in identifying resources, partnerships, and potential supporters; Prepare for, attend, and participate in at least two-thirds of Board meetings; Sign and comply with an annual conflict of interest disclosure; Sign a Non-Disclosure Agreement (NDA) and maintain confidentiality regarding all internal matters of the Corporation.
A Director shall not be liable for any action taken, or any failure to act, if such Director has performed their duties in compliance with this section.
Section 4.15. Liability of Directors.
The directors of the Corporation shall not be personally liable for money damages to any person for any statement, vote, decision, or failure to take an action, regarding organizational management or policy by an officer or director, or for the debts, liabilities, or other obligations of the Corporation unless:
1.the director breached or failed to perform such director’s duties as a director; and
2.the director breach of, or failure to perform, such director’s duties constitutes;
a.a violation of the criminal law, unless the director has reasonable cause to believe such director’s conduct was lawful or had no reasonable cause to believe such director’s conduct was unlawful;
b.a transaction from which the director derived an improper personal benefit, directly or indirectly; or
c.recklessness or an act or omission that was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property
Section 4.16. Director Conflicts of Interest.
No contract or other transaction between the Corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or because such director’s or director’s votes are counted for such purposes, provided:
1.the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by such by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or
2.the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors or a committee
For purposes of Section 4.18(A) above, a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of majority of the directors on the Board of Directors, or on the committee, who have no relationship or interest in the transaction, but a transaction may not be authorized, approved, or ratified under this Section by a single director If a majority of the directors who have no relationship or interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this Section. The presence of, or a vote cast by, a director having a relationship or interest in the transaction does not affect the validity of any action taken under this Section if the transaction is otherwise authorized, approved, or ratified as provided in this Section, but such presence or vote of such a director may be counted for purposes of determining whether the transaction is approved under other sections of these Bylaws
The Corporation maintains a Conflict of Interest Policy, which all directors must review and sign annually.
Section 4.17. Executive Director.
The Executive Director shall serve as the strategic and operational leader of the Corporation, responsible for advancing its mission, ensuring programmatic and financial health, and fostering strong board relations. The Executive Director shall supervise all staff, direct the implementation of the strategic plan, and ensure compliance with applicable laws, regulations, and bylaws.
The Executive Director shall prepare the annual budget, provide financial oversight in partnership with the Board Treasurer, and support the work of the Board of Directors and its committees, including the Executive Committee. The Executive Director serves as a non-voting ex officio member of the Board, attending all meetings and providing timely reports, recommendations, and agenda input.
The Executive Committee shall coordinate an annual performance evaluation of the Executive Director, incorporating input from the Board of Directors The Executive Director may be removed, with or without cause, upon a majority vote of the Board of Directors at a meeting where quorum is present, provided that applicable employment agreements and state and federal employment laws are observed.
ARTICLE V – BOARD COMMITTEES
Section 5.01 Executive and Other Committees.
The Executive Committee shall be composed of the Board Chair, Vice Chair, Secretary, Treasurer, Governance Chair and includes the Executive Director as a non-voting ex officio member. The Executive Committee is empowered to act on behalf of the Board between regularly scheduled meetings when time-sensitive or administrative matters arise, provided that all actions are reported to and ratified by the full Board at its next meeting The Executive Committee may also provide oversight on compensation discussions, budget matters, and strategic organizational issues requiring continuity. Chairs of Other Committees may serve on the Executive Committee.
Section 5 02 Strategic Planning Committee
The Strategic Planning Committee shall guide the development, monitoring, and updating of the organization’s strategic plan. It shall work in coordination with the Executive Director to ensure alignment between Runway to Hope’s mission, programs, and long-term goals. The committee may recommend updates to the plan, track organizational milestones, and ensure strategic clarity across committees and board functions.
Section 5 03 Fundraising Committee
The Fundraising Committee shall support the development of strategies and activities to secure charitable contributions and sponsorships in support of the organization’s mission. This includes engagement with individual donors, corporate partners, grant opportunities, and fundraising events. The committee shall help activate the Board’s philanthropic responsibilities, including 100% board giving and ambassadorial outreach
Section 5.04. Community Engagement Committee
The Community Engagement Committee shall promote partnerships and participation among local stakeholders, families, volunteers, and partner organizations. Its purpose is to expand awareness of Runway to Hope’s mission, increase volunteer involvement, and foster inclusive, mission-aligned programming that reflects the needs of the pediatric cancer community
Section 5.05. Advisory Committees.
The Board may establish Advisory Committees composed of individuals who are not members of the Board but possess experience or expertise relevant to the mission. These committees serve in an advisory capacity only, without governing authority, and operate under the guidance of staff and/or designated board liaisons
Section 5.06. Procedures Applicable to Committees.
The provisions of these Bylaws governing meetings, notice, waiver of notice and quorum and voting requirements for the Board of Directors shall also apply to committees and their members No committee shall have the authority to:
1.Fill vacancies on the Board of Directors or any committee thereof; or 2.Adopt, amend or repeal the Bylaws.
Each committee established pursuant to this Section must have two (2) or more committee members designated from among the members of the Board of Directors who shall serve at the pleasure of the Board of Directors Each committee must elect a Committee Chair and that Chair may serve on the Executive Committee. The Board of Directors by resolution adopted by a majority of the full Board of Directors, may designate one (I) or more directors as alternate committee members of any such committee who may act in the place and stead of any absent committee member or members at any meeting of such committee.
Neither the designation of any committee pursuant to this Section, the delegation thereto of authority, nor action by such committee pursuant to such authority, shall alone constitute compliance by any member of the Board of Directors who is not a member of such committee with such director's responsibility to act in good faith, in a manner such director reasonably believes is to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances
Article VI - OFFICERS
Section 6.01. Executive Committee.
The Executive Committee Officers shall consist of a Board Chair, a Vice Chair, a Treasurer, a Governance Chair, and a Secretary, and such other officers as the Board of Directors may from time to time consider necessary for the proper conduct of the business of the Corporation.
Section
6.02.
Election, Term of Office and Qualification.
The Board of Directors shall elect each officer Each such officer (whether elected at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold his or her office until the next annual meeting of the Board of Directors and until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.
Section
6.03.
Resignations.
An officer may resign at any time by delivering notice to the Corporation A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board of Directors of the Corporation may fill the pending vacancy before the effective date if the Board of Directors provides the successor does not take office until such effective date.
Section 6 04 Removal
The Board of Directors may remove any officer at any time with or without cause.
Section 6.05.
Vacancies.
Any vacancy in any office occurring by reason of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office
Section 6.06.
Contract Rights.
The appointment of an officer does not itself create contract rights. An officer's removal does not affect the officer's contract rights, if any, with the Corporation, nor does an officer's resignation affect the Corporation's contract rights, if any, with such officer
Section 6.07.
Duties of Executive Committee Officers.
1.Board Chair. The Board Chair shall serve as the principal leader of the Board of Directors, facilitating its work and ensuring effective governance in alignment with the Corporation’s mission and strategic priorities. The Board Chair shall preside at all meetings of the Board of Directors and any executive or other committees established by the Board The Board Chair may sign, with the Secretary or other officer duly authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments whose execution has been authorized by the Board of Directors, except in cases where such signing and execution shall have been expressly delegated by the Board of Directors, these Bylaws, or by law to another officer or agent of the Corporation.
Section 6.07. Duties of Executive Committee Officers.
2.Vice Chair. The Vice Chair shall serve as assistant to the Board Chair and shall perform such other duties and have such other authority and power as may be prescribed from time to time by the Board of Directors or the Board Chair. In the absence or disability of the Board Chair, the Vice Chair shall perform the duties and have the authority and power of the Board Chair.
3 Governance Chair The Governance Chair shall oversee all aspects of board development and governance. This includes the orientation of new board members, ensuring they are fully informed of their roles, responsibilities, and the mission of the Corporation; supporting ongoing board training and development; and leading the process for the annual review of the Executive Director from the Board. The Governance Chair shall perform such other duties and have such other authority and power as may be prescribed from time to time by the Board of Directors or the Board Chair
4 Secretary The Secretary shall be responsible for the custody and maintenance of all corporate records except the financial records, shall record the minutes of all meetings of the Board of Directors and executives and other committees, if any, shall send out all notices of meetings where required under these Bylaws or otherwise required by law, and shall perform such other duties and have such other authority and power as may be prescribed from time to time by the Board of Directors or the Board Chair
5 Treasurer The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate records of receipts and disbursements and render accounts thereof whenever required by the Board of Directors or by the Board Chair, and shall perform such other duties and have such other authority and power as may be prescribed from time to time by the Board of Directors or the Board Chair. If so required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of duties in such sum and with such surety or sureties as the Board of Directors may deem appropriate
Article VII - FINANCE.
Section 7.01. Gifts and Contributions.
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise of any property whatsoever, for the general and special charitable purposes of the Corporation.
Section 7.02. Deposits.
All funds of the Corporation shall be deposited as immediately as practical, within reason, to designated accounts
Section 7.03. Checks, Drafts, and Orders for Payment. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall require an authorized signature. Authorized signers shall include the Board Chair, Treasurer, Executive Director, and Director of Operations, as designated by Board resolution.
No authorized signer shall sign any instrument when doing so would create a conflict of interest, including but not limited to circumstances in which the payee is an entity or individual with whom the signer has a personal, financial, or other material interest. In such cases, an alternate authorized signer without such conflict shall be used.
The Board of Directors may establish additional restrictions or authorize exceptions by resolution as needed.
Article VIII - CORPORATE RECORDS
Section 8.01. Corporate Records.
The Corporation shall keep the following as permanent records in written form or in another form capable of conversion into written form within a reasonable time:
1 a copy of its articles of incorporation and its bylaws and any amendments thereto currently in effect;
2.minutes of all meetings of the Board of Directors and a record of all actions taken by the Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors having any of the authority of the Board of Directors;
a.a list of the names and addresses of its current directors and officers;
b the Corporation's most recent annual report; and
c accurate accounting records
Article IX - INDEMNIFICATION
Section 9.01. Indemnification.
The Corporation shall indemnify any officer or director, or any former officer or director, to the full extent permitted under Section 617.0831 of the Florida Statutes
Article X - MISCELLANEOUS
Section 10 01 Corporate Seal
A corporate seal shall not be required to be attached to any instrument executed by or on behalf of the Corporation unless required by law, but if so required shall be of such shape and have such words thereon as may be described by law or by the Board of Directors. The seal may be used by impressing it or reproducing a facsimile thereof, or otherwise.
Section 10 02 Fiscal Year
The fiscal year of the Corporation shall be the calendar year ending December 31.
Section 10.03. Amendment of Bylaws.
A supermajority vote (75%) of the Board of Directors is required to amend the corporation's bylaws.
Section 10 04 Relation to Articles of Incorporation
These Bylaws shall be subject to, and governed by, the Corporation's Articles of Incorporation.
Section 10.05. Statement of Dissolution.
Upon dissolution or liquidation of the Corporation, the Board shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation is such manner, and to such organizations organized and operated exclusively for charitable, educational, or scientific purpose, as shall at the time qualify as an exempt Organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 as amended, as the Board may determine. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principle office of the Corporation has been located, exclusively for such purposes, or to such organization or organizations as such court shall determine
Adopted: Effective: December 1, 2019
Amended: February X, 2026