Appendix I: Incorporation

 

Several founding members of the Durham Monthly Meeting of the Religious Society of Friends took steps to incorporate the Meeting in September, 1952.  The resulting legal entity, Durham Monthly Meeting of Friends, Incorporated, is the holder of legal title to the land and the Meeting House at 404 Alexander Avenue in Durham, and to the other assets of the Meeting.  Its Board of Directors comprises between twelve and thirty members of the Meeting who agree to serve.  As required by North Carolina law, the corporation conducts a general meeting annually, usually in conjunction with a scheduled meeting for worship with attention to business during the fall. 

 

At the annual meeting, officers for the coming year should be appointed, Board members no longer able to serve should be removed and new members appointed.  By custom, the current Clerk assumes the role of corporation President, Assistant Clerk that of Vice President, Recording Clerk as Secretary and Treasurer as Treasurer.  Other arrangements may be made, however, when appropriate.

 

In Durham Meeting, it is our practice to consider any items requiring Board action first during the meeting for business itself, since that is our normal occasion for making decisions.  Any such actions so decided will be minuted by the recording clerk and placed onto the agenda for the corporation meeting. Subsequently (perhaps during a break in the meeting for business or after its conclusion), the President will convene the corporation Board of Directors and conduct that meeting in the manner described in the by-laws.

 

A copy of the corporation minutes is kept in a binder in the Meeting library.

 

 

 

BY-LAWS

OF

DURHAM MONTHLY MEETING OF FRIENDS, INC.

 

ARTICLE I.

 

Offices

 

Section 1. Principal and Registered Office:

    The principal and registered office of the corporation shall be located at 404 Alexander Avenue, Durham, North Carolina, 27705.

 

Section 2.  Other offices:

    The corporation may have offices at such other places, either within or without 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 II.

 

Board of Directors

 

Section 1.  General Powers:

    The business and affairs of the corporation shall be managed by its Board of Directors.

 

Section 2.  Number, term and qualifications:

    The number of Directors constituting the Board of Directors shall consist of such number not less than eleven nor more than thirty-one as from time to time shall be determined by consensus of a majority of the members of the Durham Monthly Meeting of the Religious Society of Friends, Durham, North Carolina.  Each Director shall hold office until his or her death, resignation, retirement, removal, disqualification, or his or her successor shall have been selected and qualified.  Directors must be members of the Durham Monthly Meeting of the Religious Society of Friends.

 

Section 3.  Choice of Directors:

    Except as provided in Sections 4 and 5 of this Article II, the Directors shall be chosen by consensus of all members of the Durham Monthly Meeting of the Religious Society of Friends who are present at the annual meeting of the corporation.

 

Section 4.  Removal:

    Any Director may be removed at any time with or without cause by consensus of all other Directors after weighty consultation with all those present at a duly called Monthly Meeting for Business of the Durham Monthly Meeting of the Religious Society of Friends.

 

Section 5.  Vacancies:

    Any vacancy occurring on the Board of Directors may be filled by a person approved by consensus of all members of the Durham Monthly Meeting of the Religious Society of Friends who are present at a duly called Monthly Meeting for Business of the Durham Monthly Meeting of the Religious Society of Friends.  Any directorship to be filled by reason of an increase in the authorized number of Directors shall be filled only by consensus of all members of the Durham Monthly Meeting of the Religions Society of Friends who are present at the annual meeting of the corporation or who are present at a special meeting called for that purpose.

 

Section 6.  Chairperson of the board:

    There may be a Chairperson of the Board of Directors chosen by the Directors from their number at any meeting of the Board.  The Chairperson shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.

 

Section 7.  Compensation:

    The Board of Directors shall not compensate Directors for their services as such.

 

 

ARTICLE III.

 

Meetings of Directors

 

Section 1.  Regular Meetings:

    A regular meeting of the Board of Directors shall be held annually.  In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

 

Section 2.  Special Meetings:

    Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors.  Such a meeting may be held either within or without the State of North Carolina, as fixed by the person or persons calling the meeting.

 

Section 3.  Notice of Meetings:

    Regular meetings of the Board of Directors may be held without notice on a date determined at the most recent regular meeting.  The person or persons calling a special meeting of the Board of Directors shall, at least seven days before the meeting, give notice thereof by any usual means of communication.  Such notice need not specify the purpose for which the meeting is called.

 

Section 4.  Waiver of notice:

    Any Director may waive notice of any meeting.  The attendance by a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

 

Section 5.  Quorum:

    A majority of the numbers of Directors fixed by the corporation in accord with these by-laws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

 

Section 6.  Manner of acting:

    Except as otherwise provided in these by-laws, the act by consensus of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

 

Section 7.  Presumption of assent:

    A Director of the corporation 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 his or her dissent is entered in the minutes of the meeting or unless he or she shall file written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.

 

Section 8.  Informal action by Directors:

    Action 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 the Directors and filed with the minutes of the proceedings of the Board, whether done before of after the action so taken.

 

Section 9.  Committees of the Board:

    The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these by-laws, may designate three or more Directors to constitute an Executive Committee and other committees, each of which, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation.  The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or him or her by law.

 

Section 10.  Inability to Come to Consensus:

    If after due care and weighty discussion the Board of Directors is unable to reach consensus on an issue or item of business before it, any Director may move that the issue or item be presented to those present at a duly called Monthly Meeting for Business of the Durham Monthly Meeting of the Religious Society of Friends.  In its deliberations upon the item or issue after such meeting, the Board of Directors shall then consider the advices and thoughts offered upon the issue by those present at said Meeting for Business.

 

 

ARTICLE IV.

 

Officers

 

Section 1.  Officers of the corporation:

    The officers of the corporation shall consist of a President, a Vice-President, a Secretary, a Treasurer, and any other officers as the Board of Directors may from time to time select.  Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required.

 

Section 2.  Selection and Term:

    The officers of the corporation shall be selected by the Board of Directors and each officer shall hold office until his or her death, resignation, retirement, removal, disqualification, or until his or her successor shall have been selected and qualified.

 

Section 3.  Compensation:

    No officer of the corporation shall receive compensation therefor.

 

Section 4.  Removal:

    Any officer or agent selected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the corporation will be served thereby.

 

Section 5.  President:

    If he or she is so willing to serve, the clerk of the Durham Monthly Meeting of the Religious Society of Friends shall be the President of this corporation.  The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation.  He or she shall sign, with the Secretary, or other proper officer of the corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed;  and in general he or she 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.

 

Section 6.  Vice President:

    If he or she is so willing to serve, the assistant clerk of the Durham Monthly Meeting of the Religious Society of Friends shall be the Vice President of this corporation.  In the absence of the President or in the event of his or her death, inability or refusal to act, the Vice-President (or, if the Board of Directors has appointed more than one Vice President, the Vice Presidents in the order of their length of service as Vice Presidents) unless otherwise determined by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President.  Any Vice President shall perform such duties as from time to time may be assigned to him or her by the President or Board of Directors.

 

Section 7.  Secretary.  If he or she is so willing to serve, the recording clerk of the Durham Monthly Meeting of the Religious Society of Friends shall be the Secretary of this corporation.  The Secretary shall: (a) keep the minutes of the meetings of the Board of Directors and of all Executive Committees in one or more books or notebooks provided for that purpose;  (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law;  (c) be custodian of the corporate records and of the seal of the corporation, if any, and shall see that the seal of the corporation is printed, drawn, or affixed to all documents  executed by the corporation which by law are required to be sealed;  (d) keep a register of the post office address of each Director which shall be furnished to the Secretary by each Director;  and (e) in general perform all duties as from time to time may be assigned to him or her by the Board of Directors. 

 

Section 8.  Assistant Secretaries:

    In the absence of the Secretary or in the event of his or her death, inability or refusal to act, any Assistant Secretaries appointed by the Board of Directors shall, in the order of their length of service as Assistant Secretary, perform the duties of the Secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary.  They shall perform such other duties as may be assigned to them by the Secretary, by the President, by the Vice President, or by the Board of Directors.

 

Section 9.  Treasurer:

    If he or she is so willing to serve, the treasurer of the Durham Monthly Meeting of the Religious Society of Friends shall be the Treasurer of this corporation.  The Treasurer shall (a) have charge and custody of and be responsible for all funds of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such depositories as shall be selected in accordance with the provisions of

 

Section 4 of Article V of these by-laws;  (b) prepare, or cause to be prepared, a true statement of the corporation's assets and liabilities as of the close of each fiscal year, all in reasonable detail, which statement shall be made and filed at the corporation's registered office in the State of North Carolina within four months after the end of the fiscal year;  and (c) in general perform other duties as from time to time may be assigned to him or her by the President or by the Board of Directors, or by these by-laws.

 

Section 10.  Assistant Treasurers:

    In the absence of the Treasurer or in the event of his or her death, inability, or refusal to act, any Assistant Treasurer appointed by the Board of Directors shall, in the order of their length of service as Assistant Treasurers, perform the duties of the Treasurer and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer.  They shall perform such other duties as may be assigned to them by the Treasurer, by the President, or by the Board of Directors.

 

 

ARTICLE V.

 

Contracts, Loans, Checks and Deposits

 

Section 1.  Contracts:

    The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

 

Section 2.  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.

 

Section 3.  Checks and Drafts:

    All checks, drafts or other orders for the payment of money, issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

 

Section 4.  Deposits:

    All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the Board of Directors may select.

 

 

ARTICLE VI.

 

General Provisions

 

Section 1.  Seal:

    The corporate seal of the corporation shall consist of two concentric circles between which is the name of the corporation and in the center of which is inscribed SEAL.

 

Section 2.  Waiver of Notice:

    Whenever any notice is required to be given to any director or officer by law, by the charter, or by these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

 

Section 3.  Fiscal Year:

    The fiscal year of the corporation shall be fixed by the Board of Directors.

 

Section 4.  Amendments:

    Except as otherwise provided herein, these bylaws may be amended or repealed and new bylaws may be adopted by the consensus of directors then holding office at any regular or special meeting of the Board of Directors.

 

Section 5.  Shares:

    This corporation shall issue no shares.

 

Section 6.  Members:

    This corporation shall have no members.

 

Section 7.  Agent for Service of Process:

    The Board of Directors shall appoint an agent for service of process whose registered address shall be the registered address of this corporation.