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Home My WebLink AboutSW4091201_Bylaws_20110623BYLAWS OF GOODWILL INDUSTRIES OF NORTHWEST NORTH CAROLINA, INC. WCSR 1496903v6 TABLE OF CONTENTS TO BYLAWS OF GOODWILL INDUSTRIES OF NORTHWEST NORTH CAROLINA, INC. Page ARTICLE I. NAME, AFFILIATION AND TERRITORY............................................................ l Section1.1. Name............................................................................................................... I Section1.2. Affiliation........................................................................................................1 Section1.3. Territory................................................................................I.........................1 ARTICLE II. MISSION STATEMENT......................................................................................... ARTICLEIII. OFFICES.................................................................................................................2 Section 3.1. Principal Office...............................................................................................2 Section 3.2. Registered Office............................................................................................2 Section3.3. Other Offices...................................................................................................2 ARTICLE IV. BOARD OF DIRECTORS.....................................................................................2 Section 4.1. General Powers...............................................................................................2 Section 4.2. Number of Directors.......................................................................................2 Section4.3. Qualifications..................................................................................................3 Section4.4. Term................................................................................................................3 Section 4.5. Nomination and Election of Directors............................................................3 Section4.6. Vacancies........................................................................................................3 Section4.7. Removal..........................................................................................................4 Section4.8. Resignation.....................................................................................................4 Section 4.9. Conflict of Interest..........................................................................................4 Section4.10. Bond..............................................................................................................4 Section 4.11. Chair of the Board.........................................................................................4 Section 4.12. Vice -Chair of the Board................................................................................5 Section 4.13. Absence of Chair and Vice-Chair.................................................................5 Section 4.14. Committee Assignments...............................................................................5 ARTICLE V. MEETINGS OF THE BOARD OF DIRECTORS ...................................................5 Section5.1. Regular Meetings............................................................................................5 Section 5.2. Special Meetings.............................................................................................5 Section 5.3. Place of Meetings............................................................................................5 Section 5.4. Notice of Meetings..........................................................................................5 WCSR 1496903v6 Section5.5. Quorum...........................................................................................................6 Section 5.6. Manner of Acting............................................................................................6 Section 5.7. Action Without Meeting.................................................................................6 Section 5.8. Meeting by Conference Telephone.................................................................6 Section 59. Presumption of Assent .......................................... ..............6 ARTICLEVI. OFFICERS..............................................................................................................6 Section 6.1. Officers of the Corporation.............................................................................6 Section 6.2. Election and Term...........................................................................................7 Section 6.3. Qualifications..................................................................................................7 Section6.4. Compensation.................................................................................................7 Section6.5. Removal..........................................................................................................7 Section6.6. Resignation.....................................................................................................7 Section 6.7. Vacancies................................................................................ ..........7 Section6.8. President..........................................................................................................7 Section 6.9. Vice Presidents................................................................................................9 Section 6.10. Treasurer ........................... ............................................................................8 Section 6.11. Assistant Treasurer........................................................................................8 Section6.12. Secretary................................................................................. ..............8 Section 6.13. Assistant Secretary........................................................................................8 ARTICLE VI1. COMMITFEES......................................................................................................8 Section 7.1. Executive Committee......................................................................................8 Section 7.2. Standing Committees.................................................................... .9 Section 7.3. Other Committees...........................................................................................9 Section 7.4. Committee Authority.....................................................................................9 Section7.5. Vacancies........................................................................................................9 Section7.6. Meetings..........................................................................................................9 Section 7.7. Action Without Meeting...............................................................................10 Section 7.8. Meeting by Conference Telephone...............................................................10 ARTICLE VIII. INDEMNIFICATION........................................................ .................................. 10 Section 8.1. General Policy.......................................................................................:.......10 Section 8.2. Use of Corporate Funds .............................................. ARTICLE IX. GENERAL PROVISIONS....................................................................................10 Section 9.1. Corporate Seal...............................................................................................10 Section 9.2. Waiver of Notice...........................................................................................10 Section9.3. Fiscal Year....................................................................................................I 1 Section 9.4. Parliamentary Procedure............................................................................... I I Section9.5. Dissolution....................................................................................................11 Section9.6. Loans.............................................................................................................I I Section9.7. Amendments.................................................................................................I I Section9.8. Gender...........................................................................................................11 ii WCSR 1496903v6 BYLAWS OF GOODWILL INDUSTRIES OF NORTHWEST NORTH CAROLINA, INC. ARTICLE 1. NAME, AFFILIATION AND TERRITORY Section 1.1. Name. The name of the Corporation is Goodwill Industries of Northwest North Carolina, Inc. ( the "Corporation"). Section 1.2. Affiliation. The Corporation has been incorporated as a North Carolina nonprofit corporation. The Corporation is affiliated with Goodwill Industries International, Inc. ("Goodwill International") and has previously entered into a Membership Agreement (the "Membership Agreement") with Goodwill International. The Membership Agreement describes certain aspects of the relationship between the Corporation and Goodwill International. In return for the general supervision and valuable assistance afforded by Goodwill International, the Corporation small pay to the treasurer of Goodwill International, on a monthly basis, dues as shall be established from time to time by the Delegate Assembly of Goodwill International. In the event the Corporation shall cease to be affiliated with Goodwill International, the certificate of recognition and the Membership Agreement of and with Goodwill International shall become null and void. Section 1.3. Territory. The Corporation shall carry out its objects and purposes within the territory assigned to the Corporation from time to time by Goodwill International (the "Territory"). The "Territory assigned to the Corporation within the State of North Carolina, as of the effective date of these bylaws, includes the counties of: Alexander, Alleghany, Ashe, Avery, Buncombe, Burke, Caldwell, Catawba, Cherokee, Clay, Davidson, Davie, Forsyth, Graham, Haywood, Henderson, Iredell, Jackson, Macon, Madison, McDowell, Mitchell, Rowan, Stokes, Surry, Swain, Transylvania, Watauga, Wilkes, Yadkin, Yancey and that portion of Cabarrus County within the following described boundary line north to the Rowan County line: the boundary line shall begin along Interstate 85 at the Cabarrus County line; the boundary line shall travel south along 1-85 to Kannapolis Highway (South Main Street); the boundary line shall travel north along South Main Street to Bethpage Road; the boundary line shall follow Bethpage Road to Mooresville Road and then travel west on Mooresville Road to Charlie Walker Road; the boundary line shall follow Charlie Walker Road to the Rowan/ Cabarrus County line (as more particularly described in that certain agreement between the Corporation and Goodwill Industries of the Southern Piedmont, Inc., dated October 26, 2006). Any territorial disputes WCSR 1496903v6 between the Corporation and any other affiliate of Goodwill International shall be submitted to Goodwill International for arbitration. ARTICLE IL. MISSION STATEMENT The mission statement of the Corporation is as follows: We create opportunities for people to enhance their lives through training, workforce development services, and collaboration with other community organizations. ARTICLE III. OFFICES Section 3.1. Principal Office. The principal office of the Corporation shall be located at 2701 University Parkway, Winston-Salem, Forsyth County, North Carolina 27105. Section 3.2. Registered Office. The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office. Section 3.3. Other Offices. The Corporation may have offices at such other places within the State of North Carolina as the Board of Directors may designate or as the affairs of the Corporation may require from time to time. ARTICLE IV. BOARD OF DIRECTORS Section 4.1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. By way of clarification and not exclusion and to eliminate any uncertainties, the Board of Directors specifically reserves the right and power to authorize and approve: (i) any contribution by the Corporation to the Northwest North Carolina Community Foundation; (ii) a merger involving the Corporation or the transfer of all or substantially all of the assets of the Corporation; (iii) the acquisition by the Corporation of another entity (whether by merger or some other technique) or the acquisition by the Corporation of the assets of another entity; (iv) the Strategic Plan of the Corporation; (v) the annual operating budget of the Corporation; (vi) the annual capital budget of the Corporation; (vii) the purchase of real, estate upon which to locate attended donation centers, retail stores or other corporate facilities; (viii) leases for retail stores; and (ix) loans by or to the Corporation. By adopting and approving the Strategic Plan and annual operating and capital budgets, the Board of Directors shall be deemed to have approved all transactions (including leases, purchases and sales of real property and loans to the Corporation) specifically identified in such Plan and budgets. Section 4.2. Number of Directors. The number of directors constituting the Board of Directors shall not be less than eighteen (18) nor more than twenty-five (25). The directors may by resolution of the majority of the Board of Directors fix the number of directors to be elected; but in the absence of such resolution, the number of directors elected to take office 2 WCSR 1496903v6 as of January 1 of each calendar year plus the number of directors continuing in office, shall constitute the number of directors of the Corporation for the next calendar year unless the number is changed by action of the directors. The number of Emeritus Directors (as described in Article IV, Section 4.4) shall not be counted in determining the number of directors. Section 4.3. Qualifications. The members of the Board of Directors shall be selected from and represent a broad cross section of individuals who are or were members of the professional, academic, business, and social communities. At least one director shall be elected from a list of candidates who represent the needs of persons with disabilities. The Corporation shall seek directors who reside throughout the Territory and shall endeavor to include up to four directors from outside Forsyth County, including, if possible, persons from communities in which work force development centers are located. Candidates for membership on the Board of Directors shall have demonstrated an interest in the Corporation and shall have indicated a Willingness to contribute time and effort to further the purposes of the Corporation. Directors shall not be employees of the Corporation, nor shall they receive any compensation for their services as such. Section 4.4. Term. The members of the Board of Directors shall be divided into three classes, as nearly equal in number as possible, to serve in the first instance for terms of one, two and three years, respectively, and thereafter the successors in each class of directors shall be elected to serve for terms of three (3) years (except that certain directors may be elected for shorter terms to insure staggered terms). In the event of any increase or decrease in the number of directors, the additional or eliminated directorships shall be so classified or chosen such that all classes of directors shall remain or become as nearly equal in number as possible. No director may serve more than two (2) successive terms; provided, however, that a director shall be eligible for election to an additional one-year term if during each additional term the director shall serve as Chair of the Board of Directors, immediate past Chair or Chair Elect. After being out of office for one full calendar year, a former director shall be eligible for re- election. An outgoing former Chair may be asked by the current Chair to remain on the Board as an Emeritus Director. An Emeritus Director shall be a non -voting member of the Board. Section 4.5. Nomination and Election of Directors. The Board of Directors shall elect the number of directors needed to fill the positions of those directors whose terms expire at the end of each calendar year, such elections to take place at the September meeting of the Board. Only persons who are nominated in accordance with the provisions set forth in these bylaws shall be eligible to be elected as directors. Nominations for election to the Board of Directors shall be made by the Board Recruitment Committee (see Section 7.2 of Article VII). Newly elected directors shall take office on January I of the year next following their election unless otherwise provided at the time of election. Those persons who receive the highest number of votes at a meeting at which a quorum is present shall be deemed to have been elected. Section 4.6. Vacancies. A vacancy occurring in the Board of Directors, including, without limitation, a vacancy resulting from the resignation or removal of a director or a vacancy resulting from an increase in the number of directors or from the failure by the Board of Directors to elect the full authorized number of directors, shall be filled as soon as practicable 3 WCSR 1496903v6 by the Board of Directors at a regular or special meeting of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Section 4.7. Removal. Any director may be removed from office at any time, with or without cause, by a vote of the Board of Directors if the number of votes cast to remove such director exceeds the number of votes cast not to remove the director. Section 4.8. Resignation. A director may resign at any time by communicating such resignation in writing to the Chair of the Board of Directors or to the President of the Corporation. The resignation shall be effective when communicated unless the notice specifies a later effective date or subsequent event upon which it will become effective. Section 4.9. Conflict of Interest. No director shall receive special privileges in business relationships with the Corporation by reason of being a member of the Board of Directors. A director shall inform the Board of Directors of any direct or indirect conflict of interest which the director has with regard to any transaction contemplated by the Board of Directors (a "Conflict of Interest"). A Conflict of Interest shall exist in Board actions including, but not be limited to, actions concerning a transaction: (1) in which the director has a material financial interest, or (ii) in which the director is presently serving as a director, trustee, officer or general partner of another party. Pursuant to the provisions of Section 55A-8-31 of the General Statutes of North Carolina, the director with a Conflict of Interest may participate in the discussion, but may not vote on the transaction or be present when the vote is taken. The transaction is authorized, approved, or ratified by the vote of a majority of the directors in office who have no Conflict of Interest (which must be more than one director) and when a majority of directors who have no Conflict of Interest so vote, a quorum is deemed to be present at the meeting for purposes of that vote. Section 4.10. Bond. The Board of Directors shall require adequate bonds for the officers, agents or employees of the Corporation as the Board may deem necessary and appropriate. Section 4.11. Chair of the Board. There shall be a Chair of the Board of Directors elected from their number at the September meeting of the Board. The Chair shall serve for a term of one year beginning January 1 next following his election at the September meeting of the Board of Directors. The Chair shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board. The Chair of the Board of Directors shall also serve as Chair of the Executive Committee and shall preside at all meetings of the Executive Committee. The Chair shall be a voting member of the Executive Committee. By virtue of the office, the Chair shall be an ex officio (non -voting) member of all conunittees other than the Executive Committee. 4 WCSR 1496903v6 Section 4.12. Vice -Chair of the Board. There shall be a Vice -Chair of the Board of Directors elected from their number at the September meeting of the Board. The Vice - Chair shall serve for a term of one year beginning January 1 next following his election at the September meeting of the Board of Directors. The Vice -Chair shall also be the Chair -Elect. The Vice -Chair, in the absence of the Chair or in the event of the Chair's death, inability or refusal to act, shall perform the duties of the Chair, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair. Section 4.13. Absence of Chair and Vice -Chair. In the absence of the Chair and Vice -Chair or in the event of the death of the Chair and Vice -Chair or the inability or refusal to act of the Chair and Vice -Chair, the duties of the Chair shall be performed by the individual hereinafter designated in the following order of priority: 1. Chair, Finance Committee, if available, and if not, 2. Chair, Audit Committee, if available, and if not, 3. Chair, Personnel Committee, if available, and if not, 4. Treasurer, if available, and if not, 5. Secretary. When so acting for the Chair, such individual shall have all the power of and be subject to all the restrictions upon the Chair. Section 4.14. Committee Assignments. The Chair of the Board of Directors shall nominate the members and chairs of all Standing Committees (as listed in Section 7.2 of Article VII); provided however, that all Standing Committee nominees shall be approved by the Board of Directors at the November meeting of the Board. The Chair of the Board of Directors shall designate all members of all other committees. ARTICLE V. MEETINGS OF THE BOARD OF DIRECTORS Section 5.1. Regular Meetinjzs. Regular meetings of the Board of Directors shall be held in accordance with the schedule announced by the Chair of the .Board of Directors prior to the January meeting of each- calendar year. The Board shall meet no fewer than eight times per year. Section 5.2. Special Meetings. Special meetings of the Board of Directors may be called by or at.the request of the Chair of the Board of Directors, by the President of the Corporation or by any two directors. Section 5.3. Place of Meetings. Meetings of the Board of Directors shall be held at the principal office of the Corporation or at such other place within the State of North Carolina as shall either (i) be designated in the notice of the meeting or (ii) be agreed upon at or before the meeting by a majority of the directors then in office. Section 5.4. Notice of Meetings. -Regular meetings of the Board of Directors may be held without notice. As a matter of convenience, the Secretary of the Corporation shall 5 WCSR 1496903v6 provide written notice of each regularly scheduled meeting of the Board of Directors at least forty-eight (48) hours prior to the date of each such meeting. The person or persons calling a special meeting of the Board of Directors shall give (or cause to be given) notice thereof at least five days before the date of such special meeting. Notice of meetings shall be made in writing by mail, facsimile or by electronic transmission to each director at his last known address or delivered to the director in person. Unless otherwise indicated in the notice, any and all business may be transacted at a meeting of the Board of Directors. Section 5.5. Quorum. One-third of the directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 5.6. Manner of Actin. Except as otherwise provided by law or in these bylaws, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Proxy voting by directors is not permitted. Section 5.7. Action Without Me eti . Actions taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all of the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action is taken. Section 5.8. Meeting by Conference Telephone. Any one or more directors may participate in a meeting of the Board by means of a conference telephone or similar communications device which allows all directors participating in the meeting to simultaneously hear each other during the meeting, and such participation in a meeting shall be deemed presence in person at such meeting. Section 59. Presumption of Assent. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (a) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or to transacting business at the meeting, or (b) his dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) he files written notice of his dissent or abstention with the presiding officer of the meeting before its adjournment or with the President of the Corporation immediately after the adjournment of the meeting. Such right of dissent or abstention is not available to a director who votes in favor of the action taken. ARTICLE VI. OFFICERS Section 61. Officers of the Corporation. The officers of the Corporation shall consist of a President, a Treasurer, an Assistant Treasurer, a Secretary, an Assistant Secretary and such Vice Presidents and such other officers as may from time to time be appointed by or under the authority of the Board of Directors. Any two or more offices may be held by the same person, except that the President may not hold the office of Secretary and Treasurer, and no officer may act in more than one capacity where action of two or more officers is required. 6 WCSR 1496903v6 Section 6.2. Election and Term. The officers of the Corporation shall be elected by the Board of Directors at the November Board meeting for a term of one year to take office as of the next January 1, and each officer shall hold off -lee until his death, resignation, retirement, removal, disqualification or his successor shall have been appointed. Section 6.3. _Qualifications. The Treasurer and the Secretary shall be elected from the membership of the Board of Directors. Should the Treasurer or Secretary cease to be a member of the Board of Directors while he is serving as Treasurer or Secretary, as the case may be, he shall be deemed to have resigned his office as of the date he ceased to be a member of the Board of Directors. So long as the Treasurer or Secretary is a member of the Board of Directors, he may succeed himself without limitation on the number of one-year terms. The President, the Vice Presidents, the Assistant Treasurer and the Assistant Secretary shall not be members of the Board of Directors and each may succeed himself without limitation on the number of one-year terms. Section 6.4. Compensation. Only officers employed by the Corporation in the capacity of their respective offices shall receive compensation for their services in those capacities. Section 6.5. Removal. Any officer elected by the Board of Directors may be removed by the Board at any time with or without cause. Section 6.6. Resignation. An officer may resign at any time by communicating such resignation in writing to the Chair of the Board of Directors or to the President of the Corporation. The resignation shall be effective when communicated unless the notice specifies a later effective date or subsequent event upon which it will become effective. Section 6.7. Vacancies. A vacancy occurring in any office shall be filled as soon as practicable by the Board of Directors at a regular or special meeting of the Board of Directors. New offices may be created and filled by the Board of Directors at any regular or special meeting of the Board of Directors. An officer elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Section 6.8. President. The President, who shall also be the Chief Executive Officer of the Corporation, shall be the principal executive officer of the Corporation and, subject to the direction and control of the Board of Directors, shall in general supervise, manage and control all of the business and affairs of the Corporation. The President shall perform all duties. incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall also be a member, ex officio and without vote, of the Board of Directors and of all committees. The President shall countersign all drafts, checks or orders for the payment of money, and execute any contracts, ]cases, deeds, conveyances and other documents consistent with the Strategic Plan and the annual operating and capital budgets or otherwise approved by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or these bylaws to some other officer or agent of the Corporation. The President shall implement matters 7 WCSR 1496903v6 of policy approved by the Board, orient new members of the Board to the operations of the Corporation and perform such other duties as may be assigned from time to time by the Board. Section 6.9. Vice Presidents. The Vice Presidents shall report to the President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice - Presidents in the order of their length of service as such, unless otherwise determined by the Board of Directors, shall perform the duties of the President and when so acting shall have all the powers and be subject to all the restrictions upon the President. Any action taken by a Vice President in the performance of the duties of the President shall be presumptive evidence of the absence or inability to act of the President at the time the action was taken. The Vice Presidents shall have such other powers and perform such other duties as may be assigned by the Board of Directors. Section 6.10. Treasurer. The Treasurer shall have the care, custody, and safety of all funds, monies, and securities of the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors; provided, that the Board may appoint a custodian or depository for any such funds or securities, and the Board may designate those persons upon whose signature or authority such funds may be disbursed or transferred. The Treasurer shall, in general, perform the duties incident to the office and such other duties as may be assigned from time to time by the Chair or the Board of Directors. Section 6.11. Assistant Treasurer. The Assistant Treasurer shall have such powers and perform such duties as may be assigned by the Board of Directors and the Treasurer, and the Assistant Treasurer shall exercise the powers of the Treasurer during that officer's absence or inability to act. Section 6.12. _Secretary. The Secretary shall be responsible for the keeping of accurate records of the acts and proceedings of all meetings of the Board of Directors and Executive Committee and for giving all, notices required by law and these bylaws. The Secretary shall have general charge of the corporate books and records and of the corporate seal and shall affix the corporate seal to any instrument executed by the Corporation requiring it. The Secretary shall sign such instruments as may require the signature of the Secretary, and in general shall perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the Chair of the Board of Directors or by the Board of Directors. Section 6.13. Assistant Secretary. The Assistant Secretary shall have such powers and perform such duties as may be assigned by the Board of Directors and the Secretary, and the Assistant Secretary shall exercise the powers of the Secretary during that officer's absence or inability to act. ARTICLE VII. COMMITTEES Section 7.1. Executive Committee. There shall be an Executive Committee, which shall consist of the Chair of the Board of Directors, the officers of the Corporation who are directors plus three other directors to be elected by the Board of Directors at the November meeting of the Board. The immediate past Chair of the Board, if that person shall be a member 8 WCSR 1496903v6 of the Board, shall be an ex officio (non -voting) member of the Executive Committee. The Executive Committee shall have and may exercise all of the authority and powers of the Board of Directors in the management of the Corporation during intervals between meetings of the Board. Vacancies in the membership of the Executive Committee shall be filled as soon as practicable by the Board of Directors at a regular or special meeting of the Board of Directors. Minutes of meetings of the Executive Committee shall be prepared and kept with the records of the Corporation, and all actions taken shall be reported to the Board of Directors. Each member of the Executive Committee shall serve for a term of one year beginning January 1 next following his election at the November meeting of the Board of Directors. Section 7.2. Standing Committees. The Standing Committees of the Corporation shall be as follows. Finance Committee, Audit Committee, Contract Services Committee, Workforce Development Services Committee, Marketing/Sales and Community Relations Committee, Personnel Committee, and Board Recruitment Committee. The Chair shall nominate directors to serve on all Standing Committees, The Board Recruitment Committee shall consist of six members, one person from each of the other six Standing Committees. The responsibilities of the Board Recruitment Committee shall include nominating new directors and officers. The President shall serve as an ex officio member of all Standing Committees. The Board of Directors shall elect the membership of all Standing Committees, based upon the Chair's recommendation, at the November meeting of the Board of Directors. Each member of a Standing Committee shall serve for a term of one year beginning January 1 next following his election at the November meeting of the Board. Section 7.3. Other Committees. The Chair of the Board may appoint Ad Hoc Committees and other committees not having and exercising the authority of the Board of Directors in the management of the Corporation but deemed necessary or appropriate for the successful prosecution of the work of the Corporation. Section 7.4. Committee Authority. No committee of the Board (including the Executive Committee) shall be authorized to take the following actions: (a) authorize distributions to or for the benefit of the directors or officers; (b) approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the Corporation's assets; (c) elect, appoint or remove directors, or fill vacancies on the Board of Directors or on any of its committees (except for committees not exercising Board authority); or (d) adopt, amend, or repeal the Articles of Incorporation or bylaws. Section 7.5. Vacancies. Vacancies in the membership of a_committee shall be filled as soon as practicable by the Board of Directors at a regular or special meeting of the Board of Directors. An individual elected to fill a vacancy on a committee shall be elected for the unexpired term of his predecessor in office. Section 7.6. Meetings. The Executive Committee shall meet at such times and at such place as shall be set by the Chair of the Board. Other Committees shall meet at the call of 9 WCSR 1496903v6 the Committee Chair. Notice of committee meetings shall be given verbally or in writing at least twenty-four (24) hours in advance of the date of the meeting. One-half (1/2) of the membership of a committee shall constitute a quorum. The affirmative vote of a majority of committee members present at a meeting at which a quorum is present shall be the act of the committee. Proxy voting by committee members is not permitted. Section 7.7. Action Without Meeting. Actions taken by a majority of the members of a committee without a meeting is nevertheless committee action if written consent to the action in question is signed by all of the members of the committee and filed with the minutes of the proceedings of the committee, whether done before or after the action is taken. Section 7.8. Meek by Conference Telephone. Any one or more members of a committee may participate in a meeting of the committee by means of a conference telephone or similar communications device which allows all members of the committee participating in the meeting to simultaneously hear each other during the meeting, and such participation in a meeting shall be deemed presence in person at such meeting. ARTICLE V11I. INDEMNIFICATION Section 8.1. General Policy. It shall be the policy of the Corporation to indemnify to the maximum extent permitted by Chapter 55A of the General Statutes of North Carolina any one or more of the directors, officers, employees, or agents and former directors, officers, employees or agents of the Corporation, and persons who serve or have served at the request of the Corporation as directors, officers, partners, trustees, employees or agents of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, against judgments, penalties, settlements and other liabilities incurred by them in connection with any pending, threatened or completed action, suit or proceeding, whether civil, criminal, investigative or administrative (a "proceeding") and against reasonable costs and expenses (including attorneys' fees) in connection with any proceeding, where such liabilities and litigation expenses were incurred incident to the good faith performance of their duties. Section 8.2. Use of Corporate Funds. The Corporation may advance expenses in connection with any proceeding to any such person in accordance with applicable law. The use of funds of the Corporation for indemnification or for the purchase and maintenance of insurance for the benefit of the persons designated in Section 8.1 of this Article VIII shall be deemed a proper expense of the Corporation. ARTICLE IX. GENERAL PROVISIONS Section 9.L Corporate Seal. The corporate seal of the Corporation shall be circular in shape and shall bear the name of the Corporation. Section 9.2. Waiver of Notice. A director or other person entitled to receive a notice required to be given under the provisions of these bylaws, the Articles of Incorporation or by applicable law, may waive such notice by signing a -written waiver, whether before or after the date and time stated in the notice. The waiver shall be filed with the minutes or corporate 10 WCSR I496903v6 records. A director's attendance at or participation in a meeting constitutes a waiver of any required notice to that director of the meeting unless the director at the beginning of the meeting (or promptly upon arrival) objects to the transaction of any business at the meeting because the meeting is not lawfully called and does not thereafter vote for or assent to action taken at the meeting. Section 9.3. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 of each year and shall end on December 31 of each year. Section 9.4. Parliamentary Procedure. The most recent edition of Robert's Rules of Order will govern the conduct of all official meetings of the Corporation. The Chair may appoint a parliamentarian as needed. Section 9.5. Dissolution. In the event of dissolution, the residual assets of the Corporation shall be distributed to one or more organizations which are exempt as organizations described in Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986 or corresponding sections of any future law, or to the Federal, State, or Local Government exclusively for public purposes as provided in the Corporation's Articles of Incorporation. Section 9.6. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. The approval by the Board of the Strategic Plan and the annual operating and capital budgets shall be deemed to be approval of any loans included in such Plan and budgets. Section 9.7. Amendments. The bylaws of the Corporation may be amended, changed, or repealed and new bylaws may be adopted only by a majority vote of the entire Board of Directors. Written notice of a meeting at which an amendment is to be voted upon shall be given at least five days before the meeting. The notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the bylaws, and shall contain a copy or summary of the proposed amendment or state the general nature of the amendment. Such notice may be waived as provided in these bylaws. A certified copy of all changes in the bylaws shall be filed with Goodwill International. Section 9.8. Gender. For purposes of these bylaws, reference to one gender shall include the other. [Continued on following page] 11 WCSR 1496903v6 CERTIFICATION The above restated bylaws were duly adopted by the affirmative vote of the majority of the entire Board of Directors at a meeting duly called for this purpose, held on the 30"' day of November, 2006. The previous restated bylaws were approved in 1999 and amended in 2002 and 2005. I certify that the above restated bylaws incorporate all amendments and are currently in effect. This the zo day of November, 2006. V. �, I An SECRETARY (CORPORATE SEAL) ,7t7,77es11lrl/ tES OF,yO ?; •Go�Pagy. y •••1.111l777l�7�aa 12 WCSR 14969030