BYLAWS
OF
Teens Act
(Current as of June 23, 2018 - original July 4, 2011)
TABLE OF CONTENTS
Page
ARTICLE 1. OFFICES................................................................................................................... 1
1.1 Principal Office............................................................................................................. 1
1.2 Registered Office........................................................................................................... 1
ARTICLE 2. BOARD OF DIRECTORS........................................................................................... 1
2.1 General Powers............................................................................................................. 1
2.2 Number....................................................................................................................... 1
2.3 Election and Qualifications............................................................................................. 1
2.4 Tenure........................................................................................................................ 1
2.5 Resignation................................................................................................................. 1
2.6 Removal..................................................................................................................... 2
2.7 Vacancies.................................................................................................................... 2
2.8 Regular Meetings.......................................................................................................... 2
2.9 Special Meetings.......................................................................................................... 2
2.10 Notice......................................................................................................................... 2
2.11 Quorum and Voting...................................................................................................... 2
2.12 Presumption of Assent................................................................................................... 3
2.13 Meetings by Telephone or Video..................................................................................... 3
2.14 Action Without a Meeting.............................................................................................. 3
2.15 Executive and Other Committees..................................................................................... 3
2.16 Advisory Boards........................................................................................................... 3
2.17 Compensation and Reimbursement.................................................................................. 4
ARTICLE 3. OFFICERS AND AGENTS......................................................................................... 4
3.1 Number and Qualifications.............................................................................................. 4
3.2 Election and Term of Office............................................................................................. 4
3.3 Authority and Duties of Officers....................................................................................... 4
3.4 Removal..................................................................................................................... 5
3.5 Vacancies.................................................................................................................... 5
3.6 Surety Bonds............................................................................................................... 6
3.7 Compensation and Reimbursement.................................................................................. 6
ARTICLE 4. INDEMNIFICATION.................................................................................................. 6
4.1 Definitions................................................................................................................... 6
4.2 Right to Indemnification................................................................................................ 7
4.3 Prior Authorization Required.......................................................................................... 8
4.4 Success on Merits or Otherwise....................................................................................... 8
4.5 Advancement of Expenses............................................................................................... 9
4.6 Payment Procedures...................................................................................................... 9
4.7 Insurance..................................................................................................................... 9
4.8 Right to Impose Conditions to Indemnification.................................................................. 9
4.9 Other Rights and Remedies........................................................................................... 10
4.10 Applicability; Effect..................................................................................................... 10
4.11 Indemnification of Agents............................................................................................. 10
4.12 Savings Clause........................................................................................................... 10
4.13 Limitation................................................................................................................. 10
ARTICLE 5. GENERAL............................................................................................................... 11
5.2 Compliance with Private Foundation Rules..................................................................... 11
5.3 Account Books, Minutes, Etc........................................................................................ 11
5.4 Fiscal Year................................................................................................................. 11
5.5 Conveyances and Encumbrances..................................................................................... 11
5.6 Designated Contributions............................................................................................. 11
5.7 Conflicts of Interest...................................................................................................... 12
5.8 Loans to Directors and Officers Prohibited........................................................................ 12
5.9 References to Internal Revenue Code............................................................................... 12
5.10 Amendments.............................................................................................................. 12
5.11 Construction Principles................................................................................................ 12
5.12 Severability................................................................................................................ 12
BYLAWS
OF
Teens ACT
ARTICLE 1
OFFICES
1.1 Principal Office. The corporation’s principal office is located at 363 N University Avenue Suite #108, Provo Utah, 84601. The corporation may have such other offices as the board of directors may designate or as the corporation’s affairs from time to time may require.
1.2 Registered Office. The corporation’s registered office in Utah is located at 363 N University Avenue Suite #108, Provo Utah, 84601. The location of the corporation’s registered office may be changed from time to time by the corporation’s board of directors.
ARTICLE 2
BOARD OF DIRECTORS
2.1 General Powers. The corporation’s activities and affairs shall be managed by its board of directors, except as otherwise provided in the corporation’s articles of incorporation, these bylaws or the Utah Revised Nonprofit Corporation Act (the "Act").
2.2 Number. The board of directors shall comprise from three to nine directors, as the board of directors from time to time may determine. Any action of the board of directors to increase or decrease the number of directors, whether expressly by resolution or by implication through the election of additional directors, shall constitute an amendment of these bylaws effecting such increase or decrease.
2.3 Election and Qualifications. Directors shall be elected by the board of directors at a regularly scheduled meeting. The directors must be at least eighteen years old, need not be Utah residents.
2.4 Attendance. Each director shall hold office unless three absences have been reported per year.
2.5 Resignation. Any director may resign at any time by giving written notice to the corporation’s president or secretary. A director's resignation shall take effect at the time specified in the notice and, unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.
2.6 Removal. Any director may be removed by the affirmative vote of a majority (sixty percent) of the other directors with previous notice and the right for directors to appeal. Any director may be removed when three absences have been reported per year.
2.7 Vacancies. Any vacancy in the board of directors may be filled by the affirmative vote of a majority of the remaining directors, regardless of whether the remaining directors constitute a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of the director's predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office, and a director so elected shall hold office until the next election of directors and thereafter until the director's successor has been elected and has qualified, or until the director's earlier death, resignation or removal.
2.8 Regular Meetings. A regular meeting of the board of directors shall be held at the time and place, either within or outside Utah, determined by the board of directors, for the purpose of electing directors and officers and for the transacting such other business as may come before the meeting. The board of directors may provide by resolution the time and place, either within or outside Utah, for the holding of additional regular meetings. Unless the board of directors determines that notice is required, any regular meeting may be held without notice of the date, time, place or purpose of the meeting.
2.9 Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any director. The person or persons authorized to call special meetings of the board of directors may fix any place as the place, either within or outside Utah, for holding any special meeting of the board of directors called by them.
2.10 Notice. Written notice of each meeting of the board of directors for which notice is required shall be given to each director at the director's business address at least five days prior to the meeting by first class, certified or registered mail, or at least two days prior to the meeting by personal or any form of electronic delivery. The notice shall state the place, day and hour of the meeting. The method of notice need not be the same as to each director. If mailed, the notice shall be deemed to be given when deposited in the United States mail, with postage prepaid. If delivered electronically, the notice shall be deemed to be given when the delivery is complete. A director may waive notice of any meeting before, at or after the meeting. A director’s attendance at a meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of the meeting unless otherwise required by the Act.
2.11 Quorum and Voting. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the board of directors, and the vote of a majority of the directors present in person at a meeting at which a quorum is present shall be the act of the board of directors. If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present. No director may vote or act by proxy at any meeting of director unless extending circumstances such as illness, accident, or work related trips.
2.12 Presumption of Assent. A director who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the director's dissent shall be entered in the minutes of the meeting or unless the director shall file a written dissent to the action with the person acting as the secretary of the meeting before adjournment or shall forward the dissent by registered mail to the corporation’s secretary immediately after the adjournment of the meeting. A director who voted in favor of an action shall have no right to dissent to the action.
2.13 Meetings by Telephone or Video. Directors or members of any committee of the board of directors may participate in a meeting of the board or committee by any means of telephone or video conference by which all persons participating in the meeting can hear each other at the same time. Telephone or video participation shall constitute presence in person at the meeting.
2.14 Action without a Meeting. Any action required or permitted to be taken at a meeting of the board of directors or any committee of the board of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or committee members entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the directors or committee members. Any such consent may be signed in counterparts, each of which will be considered an original.
2.15 Executive and Other Committees. The board of directors may designate from among the directors an executive committee and one or more other committees, each of which, to the extent provided in the resolution establishing the committee, shall have and may exercise all of the authority of the board of directors, except as may be prohibited by the Act. The delegation of authority to any committee shall not operate to relieve the board of directors or any director from any responsibility imposed by law. Rules governing procedures for meetings of any committee shall be as established by the board of directors or, in the absence action by the board of directors, by the committee itself.
2.16 Advisory Boards. The board of directors from time to time may form one or more advisory boards or committees composed of such persons, and having such chairperson, as the board of directors shall designate. A director is assigned to be a lead of each committee by the affirmative vote of a majority (sixty percent) of the other directors. The name, objectives and responsibilities of each advisory board, and the rules and procedures for the conduct of its activities, shall be determined by the board of directors. No advisory board shall have authority to incur any expense or make any representation or commitment on the corporation’s behalf without the express approval of the board of directors or president.
Compensation and Reimbursement. Each director shall serve without compensation of any kind. The corporation shall reimburse each director for reasonable expenses the director properly incurs on the corporation’s behalf.
ARTICLE 3
OFFICERS AND AGENTS
3.1 Number and Qualifications. The corporation’s elected officers shall be a president, one or more vice-presidents, a secretary and a treasurer. The board of directors may also appoint such other officers, assistant officers and agents, including a chairperson of the board of directors, an executive director, a controller, assistant secretaries and assistant treasurers, as it consider appropriate. One person may hold more than one office at a time. Officers need not be directors of the corporation. All officers must be at least eighteen years old.
3.2 Election and Term of Office. The corporation’s elected officers shall be elected by the board of directors annually at its regular annual meeting. If the election of officers shall not be held at the annual meeting of the board of directors, the election shall be held as soon as convenient after the annual meeting. Each officer shall hold office until the officer's successor shall has been duly elected and has qualified, or until the officer's earlier death, resignation or removal.
3.3 Authority and Duties of Officers. The corporation’s officers shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the president, the board of directors or these bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.
(a) President. The president shall, subject to the direction and supervision of the board of directors: (1) be the corporation’s chief executive officer and have general and active control of its affairs and general supervision of its officers, agents and employees; (2) preside at all meetings of the board of directors; (3) see that all orders and resolutions of the board of directors are carried into effect; and (4) perform all other duties incident to the office of president and as from time to time the board of directors may be assign to the office.
(b) Vice-Presidents. The vice-president or vice-presidents shall assist the president and shall perform such duties as the president or board of directors may assign to them. The vice-president (or if there is more than one, then the vice-president designated by the board of directors, or if there be no such designation, then the vice-presidents in order of their election) shall, at the president’s request, or in the president's absence or inability or refusal to act, perform the president’s duties and when so acting shall have all the powers of and be subject to all the restrictions on the president.
(c) Executive Director. The executive director, if any, shall, subject to the direction and supervision of the president and the board of directors, (1) be the corporation’s chief administrative officer with general responsibility for all of the corporation’s day-to-day operations; (2) propose, prepare and present to the president and the board of directors specific programs and activities that will further the corporation's purposes; (3) direct and supervise the implementation of the programs and activities approved by the president or the board of directors; and (4) perform all other duties and responsibilities as the president or board of directors may from time to time assign to the office of executive director. Compensation for duties performed will be governed by Article 3.7 Compensation and Reimbursement and as described in Detailed Executive Director Job Description February 2016 as supported by the board as per Article 2.11 regarding Quorum and Voting.
(d) Secretary. The secretary shall (1) keep the minutes of the proceedings of the board of directors and any committees of the board of directors; (2) see that all notices are given in accordance with the provisions of these bylaws or as required by the Act; (3) be custodian of the corporation’s records and seal; and (4) in general, perform all duties incident to the office of secretary and such other duties as the president or board of directors from time to time may assign to the office of secretary. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary.
(e) Treasurer. The treasurer shall (1) be the corporation’s principal financial officer and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property, subject to the direction of the president and board of directors; (2) receive and give receipts and releases for moneys paid to or on account of the corporation, and pay out of the funds on hand all bills, payrolls and other just debts of the corporation of whatever nature upon maturity; (3) unless there is a controller, be the corporation’s principal accounting officer and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the president and the board of directors statements of account showing the corporation’s financial position and the results of its operations; (4) upon board of directors’ request, make such reports to it as it may require from time to time; and (5) perform all other duties incident to the office of treasurer and such other duties as the president or board of directors from time to time may be assign to the office of treasurer. Assistant treasurers, if any, shall have the same powers and duties, subject to the supervision by treasurer.
3.4 Removal. The board of directors may remove any officer or agent whenever in its judgment the corporation’s best interests will be served by the removal with previous notice and the right to appeal; but the removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights.
3.5 Vacancies. Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the corporation, by giving written notice to the corporation’s president or board of directors. An officer's resignation shall take effect at the time specified in the notice and, unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. A vacancy in any office, however occurring, may be filled by the board of directors for the unexpired portion of the term.
3.6 Surety Bonds. The board of directors may require any of the corporation’s officers or agents to execute in the corporation’s favor a bond in such sums and with such sureties as the board of directors considers appropriate, conditioned upon the faithful performance of the person's duties and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind in the person's possession or under the person's control belonging to the corporation.
3.7 Compensation and Reimbursement.
(a) Compensation. The compensation of the officers, if any, shall be as fixed from time to time by the board of directors. No officer shall be ineligible to receive compensation by reason of the fact that such officer is also a member of the board of directors.
(b) Reimbursement. The corporation shall reimburse each officer for reasonable expenses the officer properly incurs on the corporation’s behalf.
(c) Limitation. Notwithstanding the foregoing, while the corporation is a "private foundation," within the meaning of section 509(a) of the Internal Revenue Code, no payment of compensation or reimbursement of expenses shall be made in a manner that will result in the imposition of any liability under section 4941 of the Internal Revenue Code.
ARTICLE 4
INDEMNIFICATION
4.1 Definitions. For purposes of this Article, the following terms shall have the meanings set forth below:
(a) "Corporation" means the corporation and, in addition to the resulting or surviving corporation, any domestic or foreign predecessor entity of the corporation in a merger, consolidation or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
(b) "Expenses" means the actual and reasonable expenses, including attorneys' fees, incurred by a party in connection with a proceeding.
(c) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to a private foundation or an employee benefit plan) or expense incurred with respect to a proceeding.
(d) "Official capacity" when used with respect to a director means the office of director in the corporation, and when used with respect to a person in a capacity other than as a director (even if the person is also a director) means the office in the corporation held by the officer or the employment relationship undertaken by the employee on behalf of the corporation in the performance of his or her duties in his or her capacity as such officer or employee. "Official capacity" does not include service for any other foreign or domestic corporation or for any partnership, joint venture, trust, other enterprise or employee benefit plan when acting directly on behalf of the other corporation, partnership, joint venture, trust, enterprise or plan as a director, officer, employee, fiduciary or agent thereof.
(e) "Party" means any person who was, is, or is threatened to be made, a named defendant or respondent in a proceeding by reason of the fact that the person is or was a director, officer or employee of the corporation, and any person who, while a director, officer or employee of the corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise or employee benefit plan. A party shall be considered to be serving an employee benefit plan at the corporation's request if the party's duties to the corporation also impose duties on or otherwise involve services by the party to the plan or to participants in or beneficiaries of the plan.
(f) "Proceeding" means any threatened, pending or completed action, suit or proceeding, or any appeal therein, whether civil, criminal, administrative, arbitrative or investigative (including an action by or in the right of the corporation) and whether formal or informal.
4.2 Right to Indemnification.
(a) Standards of Conduct. Except as provided in Section 4.2(d) below, the corporation shall indemnify any party to a proceeding against liability incurred in or as a result of the proceeding if (1) the party conducted himself or herself in good faith, (2) the party reasonably believed (i) in the case of a director acting in his or her official capacity, that his or her conduct was in the corporation's best interests, or (ii) in all other cases, that the party's conduct was at least not opposed to the corporation's best interests, and (3) in the case of any criminal proceeding, the party had no reasonable cause to believe his or her conduct was unlawful. For purposes of determining the applicable standard of conduct under this Section 4.2, any party acting in his or her official capacity who is also a director of the corporation shall be held to the standard of conduct set forth in Section 4.2(a)(2), even if the party is sued solely in a capacity other than as a director.
(b) Employee Benefit Plans. A party's conduct with respect to an employee benefit plan for a purpose the party reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirements of Section 4.2(a)(2)(ii). A party's conduct with respect to an employee benefit plan for a purpose that the party did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of Section 4.2(a)(1).
(c) Settlement. The termination of any proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, is not of itself determinative that the party did not meet the applicable standard of conduct set forth in Section 4.2(a).
(d) Indemnification Prohibited. Except as hereinafter set forth in this Section 4.2(d), the corporation may not indemnify a party under this Section 4.2 either (1) in connection with a proceeding or in the right of by the corporation in which the party is or has been adjudged liable for gross negligence or willful misconduct in the performance of the party's duty to the corporation, or (2) in connection with any proceeding charging improper personal benefit to the party, whether or not involving action in the party's official capacity, in which the party was adjudged liable on the basis that personal benefit was improperly received by the party (even if the corporation was not thereby damaged). Notwithstanding the foregoing, the corporation shall indemnify any party if and to the extent required by the court conducting the proceeding, or any other court of competent jurisdiction to which the party has applied, if it is determined by the court, upon application by the party, that despite the adjudication of liability in the circumstances in clauses (1) and (2) of this Section 4.2(d) or whether or not the party met the applicable standard of conduct set forth in Section 4.2(a), and in view of all relevant circumstances, the party is fairly and reasonably entitled to indemnification for the expenses as the court deems proper in accordance with the Utah law.
(e) Claims by or in the Right of Corporation. Indemnification permitted under this Section 4.2 in connection with a proceeding by or in the right of the corporation shall be limited to expenses incurred in connection with the proceeding.
(f) Combined Proceedings. If any claim made by or in the right of the corporation against a party is joined with any other claim against the party in a single proceeding, the claim by or in the right of the corporation (and all expenses related thereto) shall nevertheless be deemed the subject of a separate and distinct proceeding for purposes of this Article 4.
4.3 Prior Authorization Required. Any indemnification under Section 4.2 (unless ordered by a court) shall be made by the corporation only if authorized in the specific case after a determination has been made that the party is eligible for indemnification in the circumstances because the party has met the applicable standard of conduct set forth in Section 4.2(a) and after an evaluation has been made as to the reasonableness of the expenses. Any such determination, evaluation and authorization shall be made by the board of directors by a majority vote of a quorum of the board, which quorum shall consist of directors not parties to the subject proceeding, or by such other person or body as permitted by law.
4.4 Success on Merits or Otherwise. Notwithstanding any other provision of this Article 4, the corporation shall indemnify a party to the extent the party has been successful, on the merits or otherwise, including without limitation, dismissal without prejudice or settlement without admission of liability, in defense of any proceeding to which the party was a party against expenses incurred by the party in connection therewith.
4.5 Advancement of Expenses. The corporation shall pay for or reimburse the expenses, or a portion thereof, incurred by a party in advance of the final disposition of the proceeding if: (a) the party furnishes the corporation a written affirmation of the party's good-faith belief that he or she has met the standard of conduct described in Section 4.2(a)(1); (b) the party furnishes the corporation a written undertaking, executed personally or on behalf of the party, to repay the advance if it is ultimately determined that the party did not meet the standard of conduct; and (c) authorization of payment and a determination that the facts then known to those making the determination would not preclude indemnification under this Article 4 have been made in the manner provided in Section 4.3. The undertaking required by clause (b) must be an unlimited general obligation of the party, but need not be secured and may be accepted without reference to financial ability to make repayment.
4.6 Payment Procedures. The corporation shall promptly act upon any request for indemnification, which request must be in writing and accompanied by the order of court or other reasonably satisfactory evidence documenting disposition of the proceeding in the case of indemnification under Section 4.4 and by the written affirmation and undertaking to repay as required by Section 4.5 in the case of indemnification under such Section. The right to indemnification and advances granted by this Article shall be enforceable in any court of competent jurisdiction if the corporation denies the claim, in whole or in part, or if no disposition of the claim is made within ninety days after written request for indemnification is made. A party's expenses incurred in connection with successfully establishing the party's right to indemnification, in whole or in part, in any such proceeding shall also be paid by the corporation.
4.7 Insurance. By action of the board of directors, notwithstanding any interest of the directors in the action, the corporation may purchase and maintain insurance in such amounts as the board of directors deems appropriate to protect itself and any person who is or was a director, officer, employee, fiduciary or agent of the corporation, or who, while a director, officer, employee, fiduciary or agent of the corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise or employee benefit plan against any liability asserted against or incurred by the person in any capacity or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against the liability under applicable provisions of law or this Article 4. Any such insurance may be procured from any insurance company designated by the board of directors, whether the insurance company is formed under the laws of Utah or any other jurisdiction, including any insurance company in which the corporation has an equity or any other interest, through stock ownership or otherwise. The corporation may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.
4.8 Right to Impose Conditions to Indemnification. The corporation shall have the right to impose, as conditions to any indemnification provided or permitted in this Article 4, such reasonable requirements and conditions as may appear appropriate to the board of directors in each specific case and circumstances, including but not limited to any one or more of the following: (a) that any counsel representing the party to be indemnified in connection with the defense or settlement of any proceeding shall be counsel mutually agreeable to the party and to the corporation; (b) that the corporation shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the party to be indemnified; and (c) that the corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified party's right of recovery, and that the party to be indemnified shall execute all writings and do everything necessary to assure such rights of subrogation to the corporation.
4.9 Other Rights and Remedies. The indemnification provided by this Article 4 shall be in addition to any other rights which a party may have or hereafter acquire under any law, provision of the articles of incorporation, any other or further provision of these bylaws, vote of the board of directors, agreement or otherwise.
4.10 Applicability; Effect. The indemnification provided in this Article 4 shall be applicable to acts or omissions that occurred prior to the adoption of this Article 4, shall continue as to any party entitled to indemnification under this Article 4 who has ceased to be a director, officer or employee of the corporation or, at the corporation’s request, was serving as and has since ceased to be a director, officer, partner, trustee, employee, fiduciary or agent of any other domestic or foreign corporation, or of any partnership, joint venture, trust, other enterprise or employee benefit plan, and shall inure to the benefit of the estate and personal representatives of each such person. The repeal or amendment of this Article 4 or of any Section or provision hereof that would have the effect of limiting, qualifying or restricting any of the powers or rights of indemnification provided or permitted in this Article 4 shall not, solely by reason of the repeal or amendment, eliminate, restrict or otherwise affect the corporation’s right or power to indemnify any person, or affect any right of indemnification of the person, with respect to any acts or omissions that occurred prior to the repeal or amendment. All rights to indemnification under this Article 4 shall be deemed to be provided by a contract between the corporation and each party covered hereby.
4.11 Indemnification of Agents. The corporation shall have the right, but shall not be obligated, to indemnify any of the corporation’s agents not otherwise covered by this Article 4 to the fullest extent permissible by the Act. Unless otherwise provided in any separate indemnification arrangement, any such indemnification shall be made only as authorized in the specific case in the manner provided in Section 4.3.
4.12 Savings Clause. If any provision of this Article 4 shall be invalidated by any court on any ground, then the corporation shall nevertheless indemnify each party otherwise entitled to indemnification hereunder to the fullest extent permitted by law or any applicable provision of this Article 4 that shall not have been invalidated.
4.13 Limitation. Notwithstanding any other provision of these bylaws, the corporation shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the corporation’s qualification as an organization described in section 501(c)(3) of the Internal Revenue Code, or that would result in the imposition of any liability under section 4941 of the Internal Revenue Code.
ARTICLE 5
GENERAL
5.2 Compliance with Private Foundation Rules. While the corporation is a "private foundation," within the meaning of section 509(a) of the Internal Revenue Code, it:
(a) shall make distributions for each taxable year at the time and in the manner as not to subject the nonprofit corporation to tax under section 4942 of the Internal Revenue Code;
(b) may not engage in any act of self-dealing as defined in section 4941(d) of Internal Revenue Code;
(c) may not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code;
(d) may not make any investments that would subject the corporation to taxation under section 4944 of the Internal Revenue Code; and
(e) may not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
5.2 Account Books, Minutes, Etc. The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the board of directors and committees. The corporation’s books and records may be inspected by any director or his or her authorized agent, for any proper purpose at any reasonable time.
5.3 Fiscal Year. The corporation’s fiscal year shall be as established by the board of directors.
5.4 Conveyances and Encumbrances. The corporation’s property may be assigned, conveyed or encumbered by such of the corporation’s officers as may be authorized to do so by the board of directors, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of the corporation’s property and assets shall be authorized only in the manner prescribed by the Act.
5.5 Designated Contributions. The corporation may accept any designated contribution, grant or devise consistent with its general tax-exempt purposes, as set forth in the articles of incorporation. As so limited, donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the corporation shall reserve all right, title and interest in and to and control of the contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any such special fund, purpose or use. Further, the corporation shall acquire and retain sufficient control over all donated funds (including designated contributions) to assure that the funds will be used to carry out the corporation's tax-exempt purposes.
5.6 Conflicts of Interest. If any of the corporation’s directors or officers is aware that the corporation is about to enter into any transaction directly or indirectly with the person, any member of the person's family, or any entity in which the person has any legal, equitable or fiduciary interest or position, including, without limitation, as a director, officer, shareholder, partner, beneficiary or trustee, the person shall: (a) immediately inform those charged with approving the transaction on the corporation’s behalf of the person's interest or position; (b) aid the persons charged with making the decision by disclosing any material facts within the person's knowledge that bear on the advisability of the transaction from the corporation’s standpoint; and (c) not be entitled to vote on the decision to enter into the transaction.
5.7 Loans to Directors and Officers Prohibited. No loans shall be made by the corporation to any of its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of the loan until it is repaid.
5.8 References to Internal Revenue Code. All references in these bylaws to provisions of the Internal Revenue Code are to the provisions of the Internal Revenue Code of 1986, as amended, and to the corresponding provisions of any subsequent federal tax laws.
5.9 Amendments. The board of directors shall have the exclusive power to amend or repeal these bylaws and adopt new bylaws.
5.10 Construction Principles. For purposes of construing these bylaws, (a) words in any gender shall be deemed to include the other genders; (b) the singular shall be deemed to include the plural and vice versa and (c) the headings and underlined paragraph titles are for guidance only and shall have no significance in the interpretation of these bylaws.
5.11 Severability. The invalidity of any provision of these bylaws shall not affect the other provisions hereof, and in such event these bylaws shall be construed in all respects as if such invalid provision were omitted.
CERTIFICATE OF ADOPTION
Teens ACT does hereby certify that the above and foregoing Bylaws of said Corporation were adopted by the Board of Directors as the Bylaws of said Corporation and that the same do now constitute the Bylaws of this Corporation.