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By-Laws Of The Hickory Nut Gorge Foundation
I. PURPOSE
The purpose of the Hickory Nut Gorge Foundation is to establish an endowment to provide a vehicle to receive and encourage gifts and grants by individuals and organizations which will be held, invested and distributed according to the donors wishes and instructions. Undesignated funds will be invested and the net earnings distributed by the Hickory Nut Gorge Foundation’s Board of Advisors for charitable purposes in the towns of Gerton, Bat Cave, Chimney Rock, Lake Lure and Bill’s Creek in the Hickory Nut Gorge, NC, and the surrounding communities in the counties of Rutherford, Buncombe, Polk, and Henderson.
II. OBJECTIVES
The objectives for which the Hickory Nut Gorge Foundation is formed are as follows:
A. To receive as a component fund of The Community Foundation of Western North Carolina gifts, grants or bequests for the benefit of both specific and broad community charitable interests in the towns of Gerton, Bat Cave, Chimney Rock, Lake Lure and Bill’s Creek in Hickory Nut Gorge, NC , and the surrounding communities in the counties of Rutherford, Buncombe, Polk, and Henderson.
B. To make grants from the Hickory Nut Gorge Foundation to benefit volunteer fire departments, worthy charitable purposes, and communities in the towns of Gerton, Bat Cave, Chimney Rock, Lake Lure and Bill’s Creek in Hickory Nut Gorge, NC and surrounding counties.
III. GOVERNANCE
The Hickory Nut Gorge Foundation will be governed by a Board of Advisors. The Board of Advisors shall consist of not less than twelve (12) nor more than eighteen (18) members. The specific number of which shall be as determined from time to time by vote or resolution of two-thirds (2/3) the Advisors then in office. As an objective, Board makeup should attempt to include broad representation and include representatives from the towns of Gerton, Bat Cave, Chimney Rock, Lake Lure and Bill’s Creek when possible. Board Advisors may be either residents of the community or persons with a positive business presence in the community. If unable to attend a meeting, Board Advisors may in writing authorize another Member to vote in their behalf.
A. The activities of the Hickory Nut Gorge Foundation shall be managed by its Board of Advisors. The Board shall consist of the persons named by the steering committee and elected by the charter membership. The term of original Advisors shall be fixed by lot so that the term of one third of the Advisors shall be for three years, except in the case of Advisors elected to fill vacancies occasioned by death, resignation, or removal of a Advisor before the expiration of such Advisor’s elected term in which case the term of the Advisor elected to fill such vacancy shall be for the unexpired term of the Advisor’s predecessor. The Advisors shall elect new members to its Board at the Annual Meeting or as needed throughout the year. No person shall succeed himself or herself as Director after serving two full consecutive three-year terms. Any Director shall be eligible to serve an additional three (3) term after three (3) years out of office. Any Ex-Director who has served nine years may serve in an ex-officio (non-voting) capacity.
B. The Board of Advisors of Hickory Nut Gorge Foundation may at any time increase or decrease the number of persons constituting the Board but at no time shall the Board be less than twelve nor more than eighteen members.
C. Regular meetings of the Board shall be held at least once each calendar year at a place and time to be determined by the Board. The Annual Meeting of the Board of Advisors shall be held at such time as may be determined by the Chairman of the Board, or in the Chairman’s absence by the Vice-Chairman of the Board. The Annual Meeting may also be the regular meeting.
D. Special meetings of the Board may be called at any time by the Chairman of the Board of Advisors, by the Vice-Chairman or by any three Advisors.
E. Notice of all meetings of the Board of Advisors shall be given to each Director at least three days prior to the meeting by letter, facsimile, email communication or personally.
F. A quorum at all meetings of the Board of Advisors shall consist of a majority of the total number of Advisors who shall be present in person or by proxy. The affirmative vote of a quorum shall be necessary and sufficient at any meeting to authorize action or make recommendation. Written records setting forth all actions and recommendations shall be kept in a permanent minute book.
G. Committees may be appointed by the Board of Advisors, as the Board sees fit to carry out program objectives in grant making, endowment development and promotion of the fund.
H. Any officer or Advisor may be removed from office for any cause whatever at any meeting of the Board of Advisors.
I. Alterations and amendments of these policies and guidelines may be made by a majority vote of the Board of Advisors of the Hickory Nut Gorge Foundation at any regular or special meeting, provided notice of such alteration of amendment has been given to each Advisor in writing at least three days prior to said meeting.
IV. OFFICERS
A. The officers of the Hickory Nut Gorge Foundation shall consist of a Chairman, Vice-Chairman, Secretary, and Treasurer and shall be elected from the Board of Advisors. They shall be elected annually by the Board of Advisors and shall hold office until their successors are elected.
B. The Annual Meeting for the election of officers shall be held at a regular meeting of the Board on a date to be determined by the Board.
C. In case any office of the Hickory Nut Gorge Foundation becomes vacant by death, resignation, retirement, disqualification or any other cause the majority of the Advisors then in office, although less than a quorum, may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the first meeting of the Board of Advisors after the Annual Meeting of members next succeeding and until the election and qualification of his successor.
D. The Chairman shall preside at all meetings of the Board of Advisors. The Chairman shall oversee and exercise supervision of the affairs of the Hickory Nut Gorge Foundation and shall do and perform such other duties as may be assigned by the Board of Advisors.
E. At the request of the Chairman, or in the event of the Chairman’s absence or disability, the Vice-Chairman shall perform the duties and possess and exercise the powers of the Chairman, and shall perform such other duties as may be assigned by the Board of Advisors.
F. The Secretary shall have charge of such books, documents and papers as the Board of Advisors may determine. The Secretary shall attend and keep the minutes of all meetings of the Board of Advisors of the Hickory Nut Gorge Foundation. The Secretary shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Advisors, and shall do and perform such other duties as may be assigned by the Board of Advisors.
G. The Treasurer shall have charge of the financial records of the Hickory Nut Gorge Foundation. The Treasurer may receive contributions and gifts to the Hickory Nut Gorge Foundation which shall be forwarded to the business office of The Community Foundation of Western North Carolina. The Treasurer shall receive regular reports from The Community Foundation of Western North Carolina and shall report the financial status of the Hickory Nut Gorge Foundation to the Hickory Nut Gorge Foundation Board. The Treasurer shall perform such other duties as may be assigned by the Board of Advisors.
V. MANAGEMENT AND FINANCES
Funds received through or by the Hickory Nut Gorge Foundation shall be held and administered by The Community Foundation of Western North Carolina in accordance with its policies and guidelines. Such funds shall include:
A. The Hickory Nut Gorge Foundation Endowment - This shall be a discretionary unrestricted fund from which the net investment income is available for grants by Hickory Nut Gorge Foundation Board of Advisors to qualified nonprofit organizations for projects serving one or more cultural, social welfare, educational or environmental needs in the community. Gifts to this fund may be made by any individual, corporation, or organization in any amount at any time. The principal of this endowment may not be spent, but will be held in perpetuity for the benefit of the the towns of Gerton, Bat Cave, Chimney Rock, Lake Lure and Bill’s Creek in Hickory Nut Gorge, NC and surrounding communities. |