Mills Home Alumni Association

BY-LAWS

THE MILLS HOME ALUMNI ASSOCIATION, INC.

ARTICLE I - OFFICES

Section 1. Principal Office. The principal office of The Mills Home Alumni Association, Inc. (hereafter referred to as the “Association”) shall be located at the address of the Association Treasurer at 6428 Sisk Carter Rd., Rockwell, North Carolina 28138. After a new treasurer has been elected, his/her name shall be inserted into the by-laws that shall be printed in the Association’s address directory in the next odd numbered year. The Treasurer of the Association shall notify the Secretary of the State of NC of the address change when filing the annual report.

Section 2. Registered Office. The registered office of the Association required by law to be maintained in the State of North Carolina shall also be located at 6428 Sisk Carter Rd., Rockwell, North Carolina, 28138 or the mailing address of the current treasurer of the Association.

Section 3. Other Offices. The Association may have offices at any other places, either within or without the State of North Carolina, as the Association’s Alumni Council (hereafter referred to as Alumni Council) may designate or as the affairs of the Association may require from time to time.

ARTICLE II – OBJECTIVES

To encourage and inspire the alumni in a continuing appreciation for and living of the Christian principles taught them at Mills Home.
To be a bond of communication and fellowship between Mills Home and all of its alumni.
To foster concern for and interest in the welfare of fellow alumni.
To organize local or area chapters of Mills Home alumni where practical.
To keep Mills Home informed concerning the location and welfare of its alumni.
To commend Baptist Children’s Homes of North Carolina to all people with whom the alumni may associate.
To encourage and to aid in the establishment of alumni associations of other Baptist Children’s Homes if requested.
The Association is organized exclusively for charitable, religious, educational, and scientific purposes under section 501(c)3 of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE III – MEMBERSHIP

Section 1. Members. All former residents and employees of any homes of Baptist Children’s Homes of North Carolina, may become members of the Association upon payment of dues as provided in Article IV of these by-laws.

Section 2. Active Members. Active members are those whose dues are paid on or before January 1 of each year; however, a member shall not be declared delinquent and therefore ineligible to vote for two calendar months after the beginning of each fiscal year. Further, those honorably leaving the institution shall be exempt for one year and trade school students and college undergraduates shall be exempt while they are in school from payment of dues but shall have the rights and privileges of full membership.

ARTICLE IV – DUES

Membership dues are payable on or before the beginning of the fiscal year, January 1, and the treasurer must maintain a record of yearly membership.
The Alumni Council may change the membership dues from time to time as deemed necessary for the generation of income for support of the Association and its activities.

ARTICLE V - ALUMNI COUNCIL

Section 1. General Powers. The business and affairs of the Association shall be managed by its Alumni Council and by such Committees as the Alumni Council may establish pursuant to these By-Laws.

Section 2. Number, Term and Qualification. The number of Alumni Council Members of the Association shall not be less than ten (10). Five of whom shall be the officers: President, First Vice-President/President-Elect, Second Vice-President, Secretary, and Treasurer; four of whom shall be designated as General Council Members, and the remaining members shall be Publicity Director (Alumni Columnist, Chairman of the Columbarium Committee, and chairman of duly organized, properly functioning local or area chapters. Each Alumni Council Member shall hold office until his/her death, resignation, removal, disqualification or his/her successor shall have been elected and qualified. Alumni Council Members need not be residents of the State of North Carolina.

Section 3. Election of Alumni Council. Except as provided in Section 4 of this Article V, the Alumni Council Members shall be elected annually at the Associational meeting. The Nominating Committee shall present the slate of candidates at the annual meeting to be approved and elected by the membership of the Association. President, first vice-president/president-elect, and treasurer shall be elected on even numbered years. Second vice-president and secretary shall be elected on odd numbered years. Two general council members shall be elected on even numbered years and two general Council members shall be elected on odd numbered years. The Publicity Director (Alumni Columnist), and Chairman of the Columbarium Committee shall be appointed as needed.

Section 4. Vacancies. The Alumni Council shall fill, by vote of a least a two-third majority of all Alumni Council Members, from the active membership of the Association, including the Alumni Council, any vacancy of an office or seat on the Alumni Council that shall occur for any reason. Any officer or Alumni Council member who finishes the term of another is eligible for re-election to a full term of his/her own. An officer may be elected to another office and the vacated office filled by another person.

Section 5. Reimbursement and Compensation. The Alumni Council may provide for the payment of any or all gas expenses incurred by the Alumni Council Member in attending regular and special meetings of the Alumni Council; however, no Alumni Council Member shall receive compensation for services rendered to the Association in the capacity of Alumni Council Member. Alumni Council Members may be reimbursed for expenses incurred for projects on which they work.

Section 6. Committees of the Alumni Council. The Alumni Council, by resolution adopted by a majority of the number of Alumni Council Members fixed by these By-Laws, may designate two or more Alumni Council Members 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 Alumni Council in the management of the Association. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Alumni Council, or any member thereof, of any responsibility or liability imposed upon him or it by law.

ARTICLE VI - MEETINGS OF ALUMNI COUNCIL

Section 1. Regular Meetings. Regular meetings of the Alumni Council shall be held quarterly, with prior notice, at the time and place fixed from time to time by resolution of the Alumni Council.

Section 2. Associational Meetings. The annual membership meeting of the Association shall be held during the weekend of the first Sunday in August of each year, unless otherwise designated by the Alumni Council or the Association Membership.

Section 3. Special Meetings. Special meetings of the Alumni Council may be called by or at the request of the President or any two officers. 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.

The person or persons calling a special meeting of the Alumni Council shall, at least two weeks before the meeting, give notice thereof by any usual means of communication. Such notice must specify the purpose for which the meeting is called.

The Alumni Council shall be empowered to call a special meeting of the Alumni Association Membership by giving at least a 30-day notice.

Section 4. Notice of Meetings. Regular meetings of the Alumni Council may be held with notice at least two weeks prior to the meeting. Notice may be given by any of the various means of communication.

Section 5. Waiver of Notice. The Alumni Council may waive notice of any meeting. The attendance by an Alumni Council Member at a meeting shall constitute a waiver of notice of such meeting, except where an Alumni Council Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

Section 6. Quorum. A majority of the total number of the Alumni Council Members fixed by these By-Laws shall constitute a quorum for the transaction of business at any meeting of the Alumni Council.

Section 7. Manner of Acting. Except as otherwise provided in these By-Laws, the act of the majority of the Alumni Council Members present at a meeting at which a quorum is present shall be the act of the Alumni Council.

Section 8. Presumption of Assent. An Alumni Council Member of the Association, who is present at a meeting of the Alumni Council at which action on any Association matter is taken shall be presumed to have assented to the action taken unless his/her contrary vote is recorded or his/her dissent is otherwise entered in the minutes of the meeting or unless he/she shall file his/her 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 Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to an Alumni Council Member who voted in favor of such action.

Section 9. Informal Action by Alumni Council Members. Action taken by a majority of the Alumni Council Members without a meeting is nevertheless Alumni Council action if written consent to the action in question is signed by all of the Alumni Council Members and filed with the minutes of the proceedings of the Alumni Council, whether done before or after the action so taken.

Section 10. Proxy. Any Alumni Council Member who cannot be present at a regular or special meeting of the Alumni Council shall name a proxy to serve in his/her stead. In the event the member fails to provide a proxy and it is definitely established that he/she has full knowledge of the time and place of the session, then the President shall appoint a proxy for the absent member to serve with full speaking and voting rights of that particular meeting only. Such appointed proxy must be a member of the Association in good standing and shall submit to the oath of office, which shall be administered at the beginning of the session.

ARTICLE VII - POWERS AND DUTIES OF THE ALUMNI COUNCIL

Section 1. Powers. The Alumni Council shall have power to:

exercise for the Association all powers, duties and authority vested in or delegated to this Alumni Council and not reserved to the membership by other provisions of these By-Laws or the Articles of Incorporation;
declare the office of a member of the Alumni

Council to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Alumni Council without good cause;

employ attorneys to represent the Association when deemed necessary;
appoint and remove at pleasure all officers and council members of the Alumni Council, prescribe their duties, and request of them such security or fidelity bond as it may deem expedient.

Section 2. Duties. It shall be the duty of the Alumni Council to:

cause to be kept a complete record of all its acts and Association affairs and to present a statement thereof to the members at the annual meeting of the Association members;
supervise all officers, Alumni Council members, and agents of the Alumni Council and to see that their duties are properly performed;
cause all officers or Alumni Council members having fiscal responsibilities to be bonded,

if it may deem appropriate.

ARTICLE VIII – OFFICERS, ALUMNI COUNCIL MEMBERS, STANDING COMMITTEES

Section 1. Officers of the Association. The officers of the Association shall consist of a President, a First Vice-President/President-Elect, a Second Vice-President, a Secretary, and a Treasurer.

Section 2. Election and Term. The officers and Alumni Council members of the Association shall be elected at large from and by the membership of the Association. Such election shall be held at the annual meeting of the Association. Each officer or Alumni Council member shall hold office until his death, resignation, removal, disqualification, or his successor shall have been elected and qualified.

President, First Vice-President/President-Elect, and Treasurer shall be elected on even numbered years. The First-Vice President/President-Elect automatically succeeds the President on even numbered years. Term of office is two years.

The Second Vice-President and Secretary shall be elected on odd numbered years. Term of office is two years.

The Secretary and Treasurer may succeed themselves as many times as the membership approves them.

The terms shall begin immediately following adjournment of the annual membership meeting, provided the oath of office shall have been administered and pledged.

The Alumni Council Members shall be elected at large from and by the membership of the Association. Term of office shall be two years. Two general council members to be elected on even numbered years and two general council members to be elected on odd numbered years. There shall be a lapse of a least one year between terms.

The Publicity Director (Alumni Columnist) shall be appointed by the Alumni Council and editor of Charity and Children as needed.

The Chairman of the Columbarium Committee shall be appointed by the President as needed.

The Local or Area Chairman shall be eligible for membership on the Alumni Council by virtue of having been elected chapter chairman of the membership of the local or area chapter as set forth in Article IX of these by-laws. However, approval of such membership on the Alumni Council shall be by the Association Membership at its annual meeting. Chapter officers shall assume office immediately following adjournment of the annual membership meeting and may serve for only one successive term, except that the Secretary-Treasurer may serve as many successive terms as the chapter membership desires.

The terms shall begin immediately following adjournment of the annual membership meeting, provided the oath of office shall have been administered and pledged.

Section 3. Removal. Any officer or Alumni Council member elected or appointed by the Association may be removed by the Alumni Council whenever in its judgment the best interest of the Association shall be served thereby; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Compensation. No officer or council member shall receive compensation for serving on the Alumni Council.

Section 5. President. The President of the Alumni Council shall be the principal executive officer of the Association and, subject to the control of the Alumni Council, shall in general supervise and control all of the business and affairs of the Association. He/she shall sign, with the Secretary or any other proper officer of the Association thereunto authorized by the Alumni Council, any deeds, mortgages, bonds, contracts, or other instruments which the Alumni Council has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Alumni Council or by these By-Laws to some other officer or agent of the Association; and in general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Alumni Council from time to time. The President shall preside at Annual Associational Meetings, Alumni Council meetings, and is ex-officio member of standing committees.

Section 6. Vice-President. In the absence of the President or in the event of his/her death, inability or refusal to act, the First Vice-President 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 other duties as from time to time may be assigned to him by the President or Alumni Council.

The First Vice-President/President-Elect is the second presiding officer, and the Second Vice-President is the third presiding officer.

Section 7. Secretary. The Secretary shall: (a) keep the minutes of the meetings of the Alumni Council, the annual Associational meeting and all Executive Committees in one or more books 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) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Alumni Council.

The Secretary shall supply a copy of the minutes to members of the Alumni Council within two weeks after a meeting via USPS or email. Members should send any corrections within seven (7) days in order for the corrections to be made and minutes prepared for the next meeting. Further additions or corrections can be made at the next meeting and voted on.

Upon retiring from office, the Secretary shall deliver to the new Secretary within thirty (30) days, all records and archives.

Section 8. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Association; receive all monies and give receipts showing tax exemption, if applicable, for monies paid to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such depositories as shall be selected in accordance with the provisions of Section 4 of Article X of these By-Laws; (b) prepare, or cause to be prepared, a true statement of the Association’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 Association’s registered office or principal place of business in the State of North Carolina within four months after the end of such fiscal year and kept available for a period of at least ten years; and (c) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the President or by the Alumni Council, or by these By-Laws.

Section 9. General Alumni Council Members. General Alumni Council Members shall assist the officers in conducting the business affairs of the Association. They shall be appointed to serve on Standing and/or Special Committee(s) annually.

Section 10. Publicity Director (Alumni Columnist). The Publicity Director (Alumni Columnist) shall promote the Association through publicity, be a contributing editor to Charity and Children, and when called upon, furnish from the record files of the office, information useful to any of the various official committees or officers.

Section 11. Columbarium Committee Chairman. The Chairman shall be responsible for all correspondence and record keeping applicable to the Columbarium. The records shall be maintained in a notebook as well as electronically (USB Drive).

Section 12. Parliamentarian. The Parliamentarian shall be appointed annually by the Alumni Council President to assist the presiding officer in maintaining decorum and in settling questions of parliamentary procedure and questions pertaining to the By-Laws.

Section 13. Bonds. The Alumni Council may by resolution require any officer or Alumni council member of the Association to give bond to the Association, with sufficient sureties, conditioned on the faithful performance of the duties of his/her respective office or position, and to comply with such other conditions as may from time to time be required by the Alumni Council.

Section 14. Standing Committees. Standing Committees shall be these: (a) Program Committee, (b) Membership Committee, (c) Finance Committee, (d) Nominating Committee, (e)Mitchell Committee; however, other Standing or Special committees may be convened at the discretion of the Association and /or the Alumni Council.

The Program Committee, of which the First Vice- President/President-Elect is chairman, shall consist of one or more members appointed annually by the Program Committee Chairman and shall be charged with planning of homecoming.
The Membership Committee, of which the Second Vice- President shall be chairman, shall consist of the Secretary and Treasurer, and one or more members appointed by the Membership Committee Chairman. The duties of the Membership Committee shall be to (a) foster special plans for securing and maintaining membership in the Association, (b) assist in organizing and maintaining chapters, (c) assist in the maintenance of an up-to-date record of names and addresses of alumni, and (d) be responsible for homecoming registration.
The Finance Committee, of which the Treasurer is chairman, shall consist of three members. The duties shall be to maintain the financial records and make recommendations to the Alumni Council and give financial reports to the Alumni Council and Association.
The Nominating Committee shall be composed of three or more Alumni Council members, appointed annually by the president and announced at the annual meeting. From those three, the president shall appoint a chairman. The committee shall discuss possible candidates for offices of the Association, contact them, and secure their consent to be placed on the slate of candidates for the election of offices at the annual Associational meeting the weekend of the first Sunday in August.
The Mitchell Committee - The president shall appoint a Mitchell Chairperson who shall then enlist four or five other people to serve on the Mitchell Committee. The Mitchell Committee shall inspect the Mitchell Museum and make recommendations to the Alumni Council about repairs, work with Baptist Children’s Homes of North Carolina (BCH) on upcoming work and contracts for repairs, and arrange with the BCH Manager of the Mitchell Alumni Endowment spendable account and/or the Alumni Council to pay the bills. This committee shall also hold fund raising campaigns when necessary.
The Columbarium Committee shall be comprised of four or more members. The President will appoint a chairman as needed. The Committee will be responsible for maintaining the Columbarium, recording information for niche(s), and making recommendations to the Alumni Council for any repairs or need to purchase additional Columbariums.
The God’s Acre Committee – The President will appoint a chairman who will then enlist four or five members. The Committee will be responsible for assisting Mills Home in maintaining the grounds of God’s Acre and make recommendations for any needed repairs to the Alumni Council.

Section 15. Standing Committee Rules.

If no chairman is designated for a committee, the first person named to the committee shall act as chairman and call the committee together to elect a permanent chairman.
A simple majority of a committee shall constitute a quorum for the transaction of the business of the committee.
When a committee meeting is called, all members shall be notified personally and be given an opportunity to appoint a proxy if they cannot meet at the time named. In case no proxy is provided after being requested to furnish one, the chairman of the committee shall be permitted to select such a proxy to act for the absent member with the consent of a majority of those present. Some committee issues may be handled by email, mail, and/or phone communication as long as every member has the opportunity to contribute to the committee’s discussion and work and the committee report is made to all members of the Alumni Council in a timely manner or at the next Alumni Council meeting.
No one, including the committee chairman, shall act for the committee in any matter without the consent of a majority of the committee.
Committee meetings shall be held at a time and place convenient to the majority of the committee members.
The committee chairman shall act as a presiding officer and shall not take sides in any issue unless he/she lets someone else take the chair.
The committee chairman shall not vote except in the case of a tie.
No report shall be presented as being that of a committee unless the majority of the committee has approved it.
In the event the committee chairman fails to reach and secure the approval of a majority of his/her committee in any report, he/she shall not present it as the committee’s report but should state the reason for not having a full committee report and then present his/her report as a personal report or as that of a minority of the committee.
If there is a minority of groups of one or more who are not in agreement with the majority report, such individual or individuals may present a minority Association shall decide by a majority vote which to accept.
Any amendments to by-laws, new projects, or other general policy matters shall be referred to the Alumni Council for consideration and recommendation before being presented to the Association membership.

ARTICLE IX – LOCAL OR AREA CHAPTERS

Section 1. Objectives. The objectives of local or area chapters shall be the same as those of the Association, perceived on a local or area basis. Efforts shall be made to organize and maintain chapters of the Association in every community wherein dwell alumni of the Baptist Children’s Homes of North Carolina

Section 2. Officers. Chapters shall have a minimum of three officers: (1) a Chairman, (2) a Vice Chairman, (3) a Secretary-Treasurer.

The Chairman shall preside over meetings of the chapter, appoint, at the discretion and/or upon instruction of the chapter members, committees needed for the proper functioning of the chapter, and be a member of the Alumni Council.

The Vice Chairman shall preside in the absence of the chairman and be chairman of the chapter membership committee.

The Secretary-Treasurer shall keep a record of the business meetings of the chapter, receive and disburse chapter funds, and when general Association dues are paid through the chapter, remit such funds to the Association Treasurer on or before the annual meeting each year and furnish to the Association Treasurer the name and address of each member from whom funds were collected.

Other officers and committees that may be required by the chapter shall, as far as practical, be patterned after the general Association.

ARTICLE X - CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Alumni Council may authorize any officer or officers, Alumni council member or Alumni council members, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Alumni Council. Such authority may be general or confined to specific instances.

Section 3. Checks and Drafts. All checks, drafts or other order for the payment of money issued in the name of the Association shall be signed by such officer or officers of the Association and in such manner as shall from time to time be determined by resolution of the Alumni Council.

Section 4. Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such depositories as the Alumni Council may select.

ARTICLE XI – ANNUAL ASSOCIATION MEETINGS (HOMECOMING)

Section 1. Annual Meetings. The annual membership meeting of the Association shall be held during the weekend of the first Sunday of August of each year at a time, date and place designated by the Alumni Council.

Section 2. Notice of Meetings. Written notice of each annual meeting shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice not less than thirty (30) days nor more than sixty (60) days before the date of the meeting, to each member entitled to vote, addressed to the member's address last appearing on the books of the Association. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the exact purposes of the meeting, including the text of any proposals to be voted on at such special meeting. Waiver by a member in writing of the notice required herein, signed by him/her before or after such meeting, shall be equivalent to the giving of such notice.

Section 3. Business Sessions. Meetings shall continue in session until all docketed business is completed. No un-docketed business shall be permitted to interfere with the regular docketed agenda except by a majority vote of those present. A motion to adjourn is always in order after the docketed agenda has been completed and must be put to vote without discussion and takes precedence over all other business on the floor. However, this shall in no way prevent the extension of the meeting if it is the will of the membership to do so.

Section 4. Quorum. A simple majority of Association members in good standing present at a meeting shall constitute a quorum, unless otherwise provided herein.

Section 5. Voting. Only active members may vote on matters before the Association. Balloting shall be by voice vote or printed ballot in special cases. In the event the outcome of a voice vote is in question, a hand count shall be taken. The vote of anyone having been challenged on grounds of delinquency, upon verification by the Treasurer’s records, or for any other valid reason, immediately shall be voided.

ARTICLE XII - GENERAL PROVISIONS

Section 1. Waiver of Notice. Whenever any notice is required to be given to any Alumni Council officer or member by law, by the Charter or 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 2. Indemnification.

Any person who at any time is serving or has served as an officer or Alumni Council member of the Association; or who is serving or has served in any such capacity at the request of the Association in any other corporation, partnership, joint venture, trust or other enterprise or, at the request of the Association, as a trustee or administrator under any employee benefit plan, shall have a right to be indemnified by the Association to the fullest extent permitted by law against (i) reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the Association, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (ii) reasonable payments made by him in satisfaction of any judgment, money decree, fine, penalty or settlement for which he may become liable in any such action, suit or proceeding, except in matters as to which he shall be adjudged to have acted in bad faith or to have been liable or guilty by reason of willful misconduct in the performance of duty. The Alumni Council of the Association shall take all such action as may be necessary and appropriate to authorize the Association to pay the indemnification required by the provisions of this Section 3(a) of ARTICLE XII, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity acted and of the reasonable amount of indemnity due him.

Any person who at any time serves or has served in any of the aforesaid capacities for, on behalf of, or at the request of the Association shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided under this Section 3(a) of ARTICLE XII. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this By-Law.

If the North Carolina Nonprofit Corporation Act is subsequently amended to eliminate or limit further the personal liability of Alumni Council Members or to authorize Association action to eliminate or limit further such liability, then the liability of the Alumni Council of this Association shall, without any further action of the Alumni Council be eliminated or limited to the fullest extent permitted by the North Carolina Nonprofit Corporation Act as so amended.

(b) In addition to the indemnification authorized under the provisions of Sections 3(a)of this ARTICLE XII and under the provisions of the North Carolina Business Corporation Act, the Association, acting pursuant to a resolution adopted by its Alumni Council, may by contract agree to indemnify any person who at any time is serving or has served as an officer, Alumni Council member or agent of the Association, or in any such capacity at the request of the Association in any other corporation, partnership, joint venture, trust or other enterprises or, at the request of the Association, as a trustee or administrator under any employee benefit plan, against liability and reasonable litigation expenses, including attorneys' fees, arising out of his/her status as such or his/her activities in any of the foregoing capacities, regardless of whether any such liability or expense arises out of his/her status as such or his activities in any of the foregoing capacities before or after the date on which the contract is executed; however, the Association may not agree under any such contract to indemnify or agree to indemnify any such person against any liability or litigation expense he may incur on account of his activities which at the time taken were known or believed by him to be clearly in conflict with the best interests of the Association.

(c) Any repeal or modification of the foregoing provisions of this Section 3 of ARTICLE XII of the By-Laws shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part on any such state of facts.

Section 3. Fiscal Year. Unless otherwise ordered by the Association membership, the fiscal year of the Association shall end on the last day of December in each year.

Section 4. Amendments. Except as otherwise provided herein, these By-Laws may be amended or repealed and new By-Laws may be adopted by the affirmative vote of a majority of the Association membership at any annual meeting or by mail ballot provided a proposal in the form of a written resolution shall have been presented sufficiently in advance that the proposal may be advertised in such a way that the membership may have ample time to have weighed the merits of the proposal.

ARTICLE XIII – DISTRIBUTIONS UPON DISSOLUTION

Upon the dissolution of the Association, the Alumni Council shall, after paying or making provision for the payment of all of the liabilities of the Association by the treasurer of the Association, close out all bank accounts, and by means of Certified Bank Check turn over all account balances exclusively to Baptist Children’s Homes of North Carolina, Inc. with its principal office located in Thomasville, North Carolina.

Adopted 9/20/2020; Amended 8/06/2022

Bylaws