The name of the organization shall be Trail Dames Charitable Foundation.
The following are the purposes for which this organization has been founded:
The Foundation focuses on three areas:
The Trail Dames Charitable Foundation was created to support charitable work focused on women, the outdoors and the community. We want to enable and inspire women by providing education, maintaining trails and giving back to other nonprofit organizations that do the same.
The Trail Dames Charitable Foundation is tax-exempt under Section 501(c)(3) of the Internal Revenue Code, and gifts to the Foundation are tax-deductible under Section 170(b)(1)(A)(vi) of the Code.
The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its Chair after due notice to all the directors of such meeting. Meetings shall be held at least quarterly on a date agreed upon by the members.
The business of this organization shall be managed by a Board of Directors consisting of a minimum of 5 members including the Officers: Chair, Vice Chair, Secretary, and Treasurer. At least one of the directors elected shall be a resident of the State of Georgia and a citizen of the United States.
For existing vacancies, the current Board of Directors shall nominate and interview potential new members who will be approved by a quorum vote at a regular Board of Directors meeting. The members of the Board of Directors shall serve for a term of 2 years. At the end of the 2 year term, members are eligible for re-election by a quorum vote of the Board of Directors. There are no limits to the number of consecutive terms a board member may serve.
66% percent of the members of the Board of Directors shall constitute a quorum, which is required to conduct official Board business. Each director shall have one vote and such voting may not be done by proxy. When a quorum is present, a majority vote, that is a majority of the votes cast, is sufficient for the adoption of any motion that is in order.
Resignation from the Board must be in writing and received by the Secretary. A director may be removed when sufficient cause exists for such removal. A Board member may be removed by a quorum vote by the remaining Board of Directors. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing as it may in its discretion consider necessary for the best interests of the organization.
Officers shall by virtue of their office be members of the Board of Directors. No officer shall for reason of her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer. The officers of the organization shall be as follows:
The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.
All committees, both temporary and permanent, of this organization shall be appointed by the Board of Directors. The permanent committees shall be:
A member of the Board of Trustees or of a committee appointed by the Board of Trustees may participate in a meeting by conference telephone or similar communications equipment by means of which all people participating in the meeting can hear one another. Participation in a meeting in this manner constitutes presence in person at the meeting.
These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than 66%, or a quorum, of the current members of the Board of Directors.