Bylaws of Friends of University of Guelph, Inc.
BYLAWS OF FRIENDS OF UNIVERSITY OF GUELPH, INC.
A District of Columbia Non-Profit Corporation
October 2023
These By-Laws restate, revise, and amend prior By-Laws of the Friends of University of Guelph, Inc.
ARTICLE I: Name and Offices of Corporation
1. The name of the corporation is Friends of University of Guelph, Inc.
2. The corporation may have offices at such places as the Board of Directors may from time to time determine or the business of the corporation may require.
3. The principal office of the Friends of University of Guelph, a non-profit corporation incorporated under the laws of the District of Columbia and regulated by the ‘Nonprofit Corporation Act of 2010’ 29-401.01, is in the United States and registered with the Office of Recorder of Deeds, District of Columbia.
4. The Corporation shall maintain in service a Registered Agent in the District of Columbia. The board of directors may change the Registered Agent from time to time.
ARTICLE II: Purposes of Corporation
1. Friends of University of Guelph, Inc. is organized and operated to solicit, collect, receive, manage, administer and grant funds towards the charitable, educational, scientific, research, and literary purposes and projects of the University of Guelph, located in Guelph, Ontario, Canada and its constituent Colleges; and to engage in such other related activities as may be desirable or required to fulfil the purposes and objectives of the corporation.
2. Such purposes and projects of University of Guelph include, but are not limited to, providing scholarships, bursaries, and awards for students of the University of Guelph; providing aid and support for specific projects such as the purchase of equipment for a laboratory, library or teaching facility, or for academic programs; or for research projects and programs.
3. The Corporation operates for charitable, educational, religious, scientific, and literary purposes within the meaning of federal income tax under Section 501 (a) of the Internal Revenue Code as an organization described in Section 501 (c) (3) of such Code; Section 509 (a) (1), (2), or (3) of the Internal Revenue Code of 1954, or Sections 170(c) (2) (B), 501 (c) (3), 2055 (a) (2) or 2522 (a) (2) of the Internal Revenue Code of 1954; D.C. Nonprofit Corporation Act 2010; applicable State laws and digital record-keeping requirements.
4. References to sections of the Internal Revenue Code of 1954 at Article II paragraph 3 are to provisions of such Code as those provisions are now enacted or to corresponding provisions of any future United States internal revenue laws.
ARTICLE III: Members
1. The Directors of the Corporation for the time being are the only members of the Corporation.
2. Members of the Corporation are not subject to an assessment or levy.
3. The Board of Directors may change the requirements for membership of the Corporation.
4. An Annual Meeting of Members shall be held virtually or in person once each year at such date, time, place as shall be determined by the Board of Directors.
5. Meetings of members may be held via electronic communication (virtual conference) under conditions that allow members to read, hear and be heard concurrently.
6. At the Annual Meeting of Members, the members shall elect the Directors, and may transact such other business as may properly come before the members.
7. A member proposing business for the Annual Meeting of Members must request it in writing to the Secretary of the Corporation 30 days before the meeting.
8. Each member is entitled to one vote at meetings of the members. Proxy voting is not permitted.
9. A majority of the members constitute a quorum at all meetings of the members.
10. Each member shall have one vote on all matters submitted to the members for approval. The act of a majority of members at a meeting at which a quorum is present shall be an act of the membership, except as otherwise provided by law or by these bylaws.
11. Written Notice of the Annual Meeting of Members shall be sent to each member by any means, not less than ten (10) days nor more than fifty (50) days before the time set for such meeting, and must include the time, date, and place of such meeting.
12. Any member may waive the right to receive notice of a meeting by signing a waiver before or after the meeting. The attendance of a member at a meeting constitutes the waiver of the notice requirement.
13. The Parliamentary rules in the latest edition of Robert’s Rules of Order govern the proceedings of the Corporation.
14. Any member may inspect the records of the Corporation for any purpose by request through its Registered Agent.
ARTICLE IV: Directors
1. The affairs of the Corporation shall be managed by the Board of Directors. The number of Directors to constitute the Board of Directors shall be as determined by the Board of Directors from time to time, provided, however, that there shall always be at least three (3) Directors.
2. Directors shall be elected by the members of the Corporation at the Annual Meeting of Members.
3. Directors shall be elected for a term of three years and be eligible for election for successive terms. An elected Director shall be immediately installed and hold office until a successor is elected. The term of service for Directors and the number of Directors elected each year is at the discretion of the Board of Directors.
4. Directors may be removed, with or without cause, by the vote of a majority of all the Directors at a meeting of the Directors.
5. A Director may resign by giving written notice to the Secretary or President of the Corporation.
6. Any mid-term vacancy created by such removal, resignation, or by any other reason, of a Director may be filled by the President of the Corporation or by another individual elected by resolution of the Board of Directors, and may serve until the next Annual Meeting of the Board of Directors.
7. A Director must discharge his or her fiduciary duties in good faith in the best interests of the Corporation.
ARTICLE V: Compensation of Directors
1. Directors shall not receive any compensation for their services.
2. Directors may, by resolution of the Board, be reimbursed for expenses within reason incurred in the performance of his or her role as Director. The Board may preauthorize and reimburse documented expenses incurred by a director, e.g., photocopying, shipping costs.
ARTICLE VI: Meetings of the Board of Directors
1. The management of the Corporation shall be vested in the Board of Directors. The Board shall establish policies and fiscal controls. It shall have the power to employ staff and other assistance, authorize expenditures, and take legal action in conformance with its By-Laws, Articles of Incorporation, and the District of Columbia Nonprofit Corporation Act 2010.
2. The Board shall designate trust companies, banks, or savings and loan associations, which shall deposit the money or securities of the Corporation; and invest funds. The Board shall rule on policy and authorize expenditures.
3. The Board shall comprise between three (3) and ten (10) Directors. The number of Directors to constitute the Board of Directors shall be as determined by the Board of Directors from time to time, provided, however, that there shall always be at least three (3) Directors.
4. The Corporation conducts business and makes binding decisions in ordinary or special meetings of the Board.
5. The Board of Directors shall hold at least one meeting