BYLAWS OF HISTORIC MACON FOUNDATION, INC. ARTICLE ONE NAME The name of the corporation shall be: HISTORIC MACON FOUNDATION, INC. (hereinafter referred to as the "Corporation"). ARTICLE TWO PURPOSE The corporation is organized exclusively for charitable and educational purposes, including, for the purposes of educating the greater Macon community about its history and historic preservation; preserving and restoring historic buildings, sites and neighborhoods; and maintaining and promoting the Sidney Lanier Cottage. ARTICLE THREE MEMBERSHIP Section 1. Classes of Members. Membership in Historic Macon Foundation, Inc., shall be open to the public by application in accordance with membership and dues categories established by the Board of Trustees. Section 2. Meeting of the Membership. The membership shall hold an annual meeting during the month of May of each year. The membership shall be notified by written notice of the time and place of the meeting. A report in writing shall be presented at the annual meeting covering the activities of the corporation during the preceding year. A special meeting of the membership shall be called by the president at any time upon the written request of at least twenty percent (20%) of the active membership. At all meetings of the membership, fifty (50) members shall constitute a quorum. Section 3. Voting. Each member shall be entitled to one vote on each matter submitted to a vote of the members. A member may vote in person or by written proxy. If a membership is shared by more than one person and only one votes, such vote binds all, if more than one votes, the vote shall be divided on a prorata basis. Section 4. Interest in Corporation. Membership shall not entitle any member to any interest in any property or funds owned or acquired by the corporation, which property shall vest solely in the corporation. ARTICLE FOUR BOARD OF TRUSTEES Section One. Duties. The Board of Trustees shall direct the management of the property, business, policies and affairs of the corporation. Section Two. Number. The Board of Trustees shall consist of not less than thirty (30) nor more than fifty (50) trustees. The immediate past president shall be included as a trustee. Section Three. Term. The trustees shall hold office for a term of three (3) years with onethird (1/3) of the trustees rotating off the board each year. Trustees shall be eligible for re-election after one (1) year's absence from the board. A trustee scheduled to rotate off the board may remain a trustee if elected an officer or appointed to serve on the executive committee and will remain a trustee as long as he or she is on the executive committee.
Section Four. Election of Trustees. The initial board shall consist of thirty (30) trustees selected by the predecessor corporations (each predecessor corporation selecting fifteen (15)) who shall select up to twenty (20) additional trustees to serve with them. One-third of the initial board shall be asked to serve for a term of one year, one-third for a term of two years and one third for a term of three years. Thereafter, trustees shall be elected from the slate offered by the nominating committee at the annual meeting of the membership by the vote of a majority of the members present, provided there is a quorum, to serve until the end of their terms or until their successors shall have been duly chosen and qualified. The board of trustees shall be composed of individuals representing a broad spectrum of interests, but having in common an interest in the purposes and goals of Historic Macon Foundation, Inc. All trustees must be members in good standing of the corporation. Section Five. Resignations. Any trustee may resign at any time by giving written notice to the president or the secretary of the corporation. Such resignation shall take effect at the time it is received unless otherwise specified therein. Section Six. Removal of Trustees. If a member of the Board of Trustees fails to attend two (2) consecutive meetings which have been duly called and if such absences are not excused by the executive committee, such trustee shall be relieved from further service and the vacancy created shall be filled as provided in these bylaws. Section Seven. Vacancies. Any vacancy in the board of trustees may be filled for the unexpired portion of the term by the trustees at any meeting of the trustees from a slate presented by the nominating committee. Section Eight. Meetings. The board of trustees shall meet quarterly at a time and place designated by the president upon due notice. Special meetings of the trustees may be called at any time by the president or upon the written request of at least one-third (1/3) of the trustees. At all meetings, fifteen (15) voting members of the board shall constitute a quorum. Section Nine. Voting. At all meetings of the trustees, except as otherwise required by law or in the Certificate of Incorporation or in these bylaws, all matters shall be decided by a vote of a majority of the voting trustees present, provided a quorum is present. Section Ten. Honorary Trustees. Each past president of the corporation shall be an honorary trustee. In addition, the trustees may from time to time, by resolution adopted by a majority of the entire number of the trustees in office, appoint additional honorary trustees. Honorary trustees shall be non-voting and the position shall carry no obligation for the performance of any specified duties. The appointment of any honorary trustee shall remain effective until death, resignation or removal. All honorary trustees of the corporation's predecessor corporations shall be honorary trustees. ARTICLE FIVE EXECUTIVE COMMITTEE Section One. Composition. The executive committee shall consist of the officers of Historic Macon Foundation, Inc., the immediate past president, and six (6) trustees at large, three (3) of whom shall be the chairs of the membership, properties, and education committees. Section Two. Powers. The executive committee shall have and may exercise all of the powers of the board of trustees between meetings of the board, except as to the purchase of real property which shall be a decision of the board. Section Three. Election and Term of Office. The initial executive committee of the corporation shall be selected by the initial board of trustees. Thereafter, the members of the executive
committee shall be elected from the slate offered by the nominating committee at each annual meeting of the membership by the vote of a majority of the members present, provided a quorum is present, and shall serve until the next annual meeting or until their successors shall have been duly chosen and qualified. Section Four. Meetings. The executive committee shall meet at least every other month upon notice of the time and place. Meetings may be called by the president or the president-elect in the absence of the president. Section Five. Quorum. A majority of the members of the executive committee shall constitute a quorum for the transaction of business. Section Six. Resignations. Any member of the executive committee may resign at any time by giving written notice to the president or secretary. Such resignation shall take effect at the time received unless otherwise specified therein. Section Seven. Removal. Any member of the executive committee may be removed at any time by resolution adopted by a majority of the trustees at any meeting at which a quorum is present, provided notice of intention to remove such member was included in the notice of the meeting. Section Eight. Vacancies. Any vacancy in the executive committee may be filled for the unexpired portion of the term by the trustees at any meeting from a slate presented by the nominating committee. ARTICLE SIX OFFICERS Section One. Titles. The officers of the corporation shall be a president, a president-elect, a secretary, and a treasurer. Section Two. Election and Term of Office. The initial officers of the corporation shall be elected by the initial board of trustees. Thereafter, with the exception of the president, each officer shall be elected by the members from a slate presented by the nominating committee at the annual meeting of the membership to serve until the next annual meeting or until a successor shall have been duly chosen and qualified. Section Three. Resignations. Any officer may resign at any time by giving written notice to the president or to the secretary. Such resignation shall take effect at the time received unless otherwise specified therein. Section Four. Removal. Any officer may be removed at any time by the vote of a majority of the entire number of trustees in office at any meeting of the trustees, provided that notice of the intention to remove such officer was included in the notice of the meeting. Section Five. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the voting members of the board of trustees from a slate presented by the nominating committee. Section Six. Duties. Powers and duties of the officers shall be as follows: (a) President. The president shall preside at all meetings of the membership, board of trustees, and executive committee. The president shall exercise general supervision of the business of the corporation and over its agents and employees subject, however, to the control of the trustees and of the executive committee and will represent the corporation at public affairs and meetings. The
president may sign and execute with the secretary or the treasurer in the name of the corporation instruments authorized by the trustees or by the executive committee or by these bylaws. The president shall be responsible for the preparation of the annual, written report covering the activities of the corporation to the members at the annual membership meeting. In addition, the president shall be an ex-officio member of all committees except the nominating committee and shall perform such other duties as may be assigned by the trustees or the executive committee. (b) President-Elect. The president-elect shall serve as president during the next annual term for officers. The president-elect shall also exercise the duties of president in the president's absence including the execution with the secretary or treasurer of instruments authorized by the trustees in the name of the corporation. The president-elect shall chair the development committee and the nominating committee and shall perform such other appropriate duties as may be assigned by the trustees or the executive committee or the president. (c) Secretary. The secretary shall keep the minutes of the meetings of the trustees and of the executive committee when so requested in books provided for that purpose and shall see that all notices are duly given in accordance with these bylaws or as required by law. The secretary shall be custodian of all records and of the seal of the corporation and see that the seal is affixed to any documents when use of the seal is appropriate and that the books and records required by law are properly kept and filed. In addition, the secretary shall perform such other duties as may be assigned by the trustees or the executive committee or the president. (d) Treasurer. The treasurer shall have charge and custody of the funds and securities of the corporation and deposit such funds in the name of the corporation in such banks or other depositories as shall be designated by the trustees. The treasurer shall render a financial report at the annual membership meeting and at such other times as shall be requested by the trustees. The treasurer shall serve as chair of the finance committee which shall propose a budget to be approved by the board of trustees at a meeting preceding the annual meeting and then presented to the membership at the annual membership meeting. In addition, the treasurer shall perform such other duties as may from time to time be assigned by the trustees or the executive committee or the president. e) Trustees at Large. The trustees at large shall serve as members of the executive committee and chairs of such committees as requested by the president and shall perform such other appropriate duties as may be assigned by the trustees or the president. (f) Executive Director. The executive director shall be an employee of the corporation hired by the executive committee upon such terms as the executive committee shall determine. The executive director shall exercise general supervision over the business of the corporation and its employees according to the policies set by the board of trustees. The executive director shall attend all meetings of the membership, board of trustees and executive committee but shall be entitled to no vote. ARTICLE SEVEN COMMITTEES Section One. Committees. The board of trustees, by a majority of the entire board, may form committees and may delegate to such committees all such authority as the board deems appropriate. Unless otherwise provided by these bylaws, chairs of such committees shall be appointed by the president. Members may be, but need not be, trustees of the corporation. Notwithstanding the foregoing, the board shall designate the following committees:
(a) Nominating. There shall be a nominating committee of three (3) to five (5) persons, chaired by the president-elect and including additional trustees appointed by the executive committee. The nominating committee shall present a slate of nominees for new trustees and for officers and members of the executive committee at the annual meeting of the membership. The nominating committee shall also present nominees to fill vacancies that arise during the year. (b) Finance. There shall be a finance committee chaired by the treasurer. The finance committee shall advise the board on all matters relating to the finances of the corporation. It shall be the duty of this committee, with the assistance of the executive director, to prepare an annual budget for the corporation. (c) Development. There shall be a development committee chaired by the president-elect. The development committee shall be responsible for insuring that the corporation has the funds and resources necessary to operate the corporation and to carry out the mission of the corporation and shall coordinate with such other committees as necessary and appropriate to fulfill its responsibilities. (d) Membership. The membership committee shall advise the board on all matters relating to membership, including the designation of classes of membership and the qualifications and rights of these classes and the annual dues to be paid by each class. (e) Education. The education committee shall advise the board on all matters relating to educational functions, programs, and activities of the corporation as necessary and appropriate for carrying out the mission of the corporation. (f) Properties. The properties committee shall be responsible for advising the board on all matters relating to properties and areas of historical architectural significance as appropriate in carrying out the mission of the corporation. ARTICLE EIGHT FISCAL AFFAIRS Section One. Accounting Year. The accounting year for corporation shall end on the 30th day of April of each year. Section Two. Audit. The fiscal affairs of the corporation for each accounting year shall be audited by a firm of certified public accountants. Section Three. Funds. The assets of the corporation shall be allocated among such funds as may be created from time to time by the board of trustees, which funds shall include an operating fund to be used for payment of operating expenses, a revolving fund to be used for the purposes of acquiring and rehabilitating properties and services related thereto, and an endowment fund to be used as a resource to provide funding as needed by the corporation. The board may also establish such maintenance funds as may be appropriate to be used for maintenance of properties owned by the corporation and used in carrying out its mission. ARTICLE NINE AMENDMENTS A majority of the entire number of trustees with voting rights shall have the power to make, alter, amend or repeal the bylaws of the corporation at any meeting prior to which notice of the purpose to make, alter, amend or repeal the bylaws has been duly communicated in writing to the trustees. All changes in the bylaws will be communicated to the membership through a newsletter or other written form after such changes are made.
ARTICLE TEN LIMITATIONS No part of the net earnings of the corporation shall inure to the benefit of any member or individual. No substantial part of the corporation shall involve attempts to influence legislation and the corporation shall not participate in any way in political campaigns on behalf of any candidate for public office. ARTICLE ELEVEN DISSOLUTION In the event of the dissolution of the corporation, the residual assets will be turned over to an organization which is exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, or as amended, and none of its assets shall be distributed to, or inure to the benefit of, any private individual. ARTICLE TWELVE INDEMNIFICATION Each person who is or was a member of the board of trustees or an officer of the corporation shall be indemnified by the corporation to the fullest extent permitted or authorized by the present and future laws of the State of Georgia against any liability, cost, payment or expense for any act or omission solely by reason of their being members of the board of trustees or officers of the corporation. ARTICLE THIRTEEN STANDING RULES The board of trustees shall from time to time establish standing rules for the conduct of all business of Historic Macon Foundation, Inc. not specifically provided for in these bylaws. Roberts Rules of Order, newly revised, shall be parliamentary authority for all matters of procedure not specifically covered by the bylaws.