Taylors Helping Hands is a charitable organization dedicated to the memory of Taylor E Cothran.

  2 Corinthians 1:2-4 "Praise be to the God and Father of our Lord Jesus Churst, the Father of compassion and the God of all comfort, who comforts us in all our troubles, so that we can comfort those in any trouble with the comfort we ourselves have received from God."(NIV)

Home About Us Ministry By-Laws

By-Laws of Taylor's Helping Hands

a South Carolina 501(c)(3) Nonprofit Charitable Corporation



ARTICLE 1

PURPOSE, OFFICES AND REGISTERED AGENT

1.01. Purpose.  The purpose of the Corporation shall be charitable, religious, and educational to do all things necessary or convenient, and not inconsistent with law, to further these goals.  The charitable purposes of the corporation include but are not limited to the assistance of families who are caring for a family member in the intensive care unit of a hospital and the assistance of families who are grieving the death of a child.  The religious purpose of the incorporation includes but is not limited to the advancement of Christian doctrine.  The educational purposes of the corporation include but are not limited to educating the public about substance abuse and educating the public about the leading causes of death of children and young adults.  The purpose of the Corporation is exclusively religious, charitable, and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).  No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to its members (if any), trustees, Directors, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above.  No substantial part of the activities of the Corporation shall be the carrying on of propaganda, and the Corporation shall not otherwise attempt to influence legislation.  The Corporation shall not participate in, or intervene in, political campaigns on behalf of any candidate for public office.  The Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code, or corresponding section of any future federal tax code.

1.02. Principal Office.  The Corporation shall maintain its Principal Office as required by the South Carolina Nonprofit Corporation Act of 1994, as amended (the “Act”), in the 16 Woods Edge Court in the City of Greenville, State of South Carolina or such other place as designed from time to time by the Board of Directors for the principal executive offices of the Corporation (the “Principal Office”).

1.03. Registered Office.  The Corporation shall maintain a Registered Office as required by the Act at a location in the State of South Carolina designated by the Board of Directors from time to time (the “Registered Office”).  In the absence of a contrary designation by the Board of Directors, the Registered Office of the Corporation shall be located at its Principal Office.

1.04. Other Offices.  The Corporation may have such other offices within and without the State of South Carolina as the business of the Corporation may require from time to time.  The authority to establish or close such other offices may be delegated by the Board of Directors to one or more of the Corporation’s Officers.

1.05. Registered Agent.  The Corporation shall maintain a Registered Agent as required by the Act who shall have a business office at the Corporation’s Registered Office.  The Registered Agent shall be designated by the Board of Directors from time to time to serve at its pleasure. The registered agent of the Corpotation is Teresa Bishop Cothran.

1.06. Filings.  In the absence of directions from the Board of Directors to the contrary, the Secretary of the Corporation shall cause the Corporation to maintain currently all filings in respect of the Principal Office, Registered Office and Registered Agent with all governmental officials as required by the Act or otherwise by law.



ARTICLE 2

DIRECTORS

2.01. Authority.  The Board of Directors shall have ultimate authority over the conduct and management of the business and affairs of the Corporation

2.02. Qualification.  All Directors shall be natural persons.

2.03. Number.  The Corporation shall have five (5) Directors.  The number of Directors may be increased or decreased from time to time by the Board of Directors; provided however, that the number of Directors shall not be less than three (3); and provided further, however, no reduction in the number of Directors shall have the effect of shortening the term of any incumbent Director.

2.04. Classification and Tenure of Elected Directors.   Five (5) Directors shall be elected by the Board of Directors. The term of office of the directors is 2 years.  An election of Directors shall be held at each annual meeting of the Board of Directors.  The term of a Director may not exceed five (5) years. A Director may be elected for successive terms.

2.05. Resignation of Directors.  A Director may resign at any time by delivering written notice to the Board of Directors, it presiding Officer, the President, or the Secretary.  A resignation is effective when the notice is effective unless the notice specifies a later date.  If the resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date.

2.06. Removal.  An elected Director may be removed only at a meeting called for the purpose of removing the Director and the meeting notice states that the purpose, or one of the purposes, of the meeting is the removal of the Director.  Any Director elected by the Board of Directors may be removed from office without cause by a two-thirds (2/3) vote of the Directors then in office.

2.07. Vacancies.  The Board of Directors may by majority vote of the Directors then in office, regardless of whether such Directors constitute a quorum, elect a new Director to fill a vacancy on the Board of Directors; provided, however, that no person may be elected to fill a vacancy created by such person’s removal from office pursuant to these Bylaws.

2.08. Annual and Regular Meetings.  An annual meeting of the Board of Directors shall be called and held for the purpose of election of Directors, annual organization, changes in the established number of Directors, if any, appointment of Officers and committees, and transaction of any other business.  An annual meeting of the Board of Directors shall be held the first week in Septmeber at a place to be specified in the notice of the meeting.  The Board of Directors may by resolution provide for the holding of additional regular meetings without notice other than such resolution; provided, however, the resolution shall fix the dates, times, and places (which may be anywhere within or without the State of the Corporation’s Principal Office) for these regular meetings.  Except as otherwise provided by law, any business may be transacted at any annual or regular meeting of the Board of Directors.

2.09. Special Meetings; Notice of Special Meeting.  Special meetings of the Board of Directors may be called for any lawful purpose or purposes by the President, the presiding Officer of the Board of Directors, or at least twenty percent (20%) of the Directors then in office.  The person calling a special meeting shall give, or cause to be given, to each Director at his business address, notice of the date, time and place of the meeting by any means of communication acceptable under the Act not less than two (2) days prior thereto.  An oral notice is permissible if reasonable under the circumstances and is effective when communicated in a comprehensible manner.  Written notice, if in comprehensible form, is effective at the earliest of the following:

1.    When received;

2.    Five (5) days after its deposit in the United States mail, if mailed correctly addressed with first class postage affixed;

3.    On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or

4.    Fifteen (15) days after its deposit in the United States mail, if mailed correctly addressed and with other than first class, registered, or certified postage affixed.

Written notice is correctly addressed to a Director if addressed to the Director’s business address shown in the Corporation’s current records.  If notice is given by telegram, the notice shall be deemed delivered when the telegram is delivered to the telegraph company and the transmission fee therefor is paid.  If notice is given by telecopier facsimile transmission, the notice shall be deemed delivered when the facsimile of the notice is transmitted to a telecopier facsimile receipt number designated by the receiving Director, if any, so long as such Director transmits to the sender an acknowledgment of receipt.  If the notice is given by electronic mail transmission, the notice shall be deemed delivered when the notice is transmitted to an electronic mail address designated by the Director, if any, so long as such Director transmits to the sender an acknowledgement of receipt.  The notice of a special meeting shall describe the purpose of such special meeting.  Any time or place fixed for a special meeting must permit participation in the meeting by means of telecommunications as authorized below.

2.10. Actions Requiring Special Notice.  Meetings at which the following actions are to be considered shall require not less than seven (7) days prior effective written notice:  (i) removal of a Director; (ii) a transaction involving a Director conflict of interest; (iii) indemnification of Officers, employees and agents; (iv) amendment of the Articles of Incorporation (the “Articles”); (v) amendment of these Bylaws; (vi) merger; (vii) sale of assets other than in the regular course of activities; and (viii) dissolution.

2.11. Waiver of Notice of Meetings.  Notice of a meeting need not be given to any Director who signs a waiver of notice either before or after the meeting.  To be effective the waiver shall contain recitals sufficient to identify beyond reasonable doubt the meeting to which it applies.  The recitals may, but need not necessarily, include reference to the date and purpose of the meeting and the business transacted thereat.  Recital of the proper date of a meeting shall be conclusive identification of the meeting to which a waiver of notice applies unless the waiver contains additional recitals creating a patent ambiguity as to its proper application.  The attendance of a Director at a Director’s meeting shall constitute a waiver of notice of that meeting, except where the Director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with the Act, these Bylaws, or the Articles, objects to lack of notice and does not thereafter vote or assent to the objected action.

2.12. Participation by Telecommunications.  Any Director may participate in, and be regarded as present at, any meeting of the Board of Directors by means of conference telephone or any other means of communication by which all persons participating in the meeting can hear each other at the same time.

2.13. Quorum.  A majority may not be less than the greater of one-third of the directors then in office or three (3) directors of the Directors in office immediately before the meeting shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

2.14. Action.  The Board of Directors shall take action pursuant to resolutions adopted by the affirmative vote of a majority of the Directors participating in a meeting at which a quorum is present, or the affirmative vote of a greater number of Directors where required by the Articles, these Bylaws, the Act, or otherwise by law.

2.15. Action Without Meeting.  To the fullest extent permitted by the Act, the Board of Directors may take action without a meeting by written consent as to such matters and in accordance with such requirements and procedures authorized by the Act.  Unless otherwise permitted by the Act, such written consent must be signed by all Directors and included in the minutes filed with the corporate records reflecting the action taken.

2.16. 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 (i) such Director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting, (ii) the Director votes against the action and the vote is entered in the minutes of the meeting, (iii) the Director’s dissent or abstention for the action taken is entered in the minutes of the meeting, or (iv) the Director delivers written notice of dissent or abstention to the presiding Officer of the meeting before its adjournment or the Corporation immediately after the adjournment of the meeting.  The right to dissent shall not apply to a Director who voted in favor of such action.

2.17. Compensation.  Directors shall not receive compensation for serving as a member of the Corporation’s Board of Directors.

2.18. Order of Business.  Unless otherwise determined by the President, the order of business at the annual meeting, and so far as practicable at all other meetings of the Board of Directors, shall be as follows:

1.    Determination of a quorum

2.    Reading and disposal of all unapproved minutes

3.    Reports of Officers and committees, if applicable

4.    Change in established number of Directors, if applicable

5.    Appointment of Officers, if applicable

6.    Unfinished business, if applicable

7.    New business

8.    Adjournment

Unless, and to the extent, determined by the Board of Directors or the chairman of the meeting, or unless required by a specific rule to the contrary in these Bylaws, the Articles, or the Act, meetings of the Board of Directors shall not be required to be held in accordance with rules of parliamentary procedure.




ARTICLE 3

OFFICERS

3.01. In General.  The Officers of the Corporation shall consist of a President, Secretary, and a Treasurer, and may also include one or more Vice Presidents, and such additional vice presidents, assistant secretaries, assistant treasurers and other Officers and agents as the Board of Directors deems advisable from time to time.  All Officers shall be appointed by the Board of Directors to serve at the pleasure of the Board.  Except as may otherwise be provided by Act or in the Articles, any Officer may be removed by the Board of Directors at any time, with or without cause.  Any vacancy, however occurring, in any office may be filled by the Board of Directors for the unexpired term.  One person may hold two or more offices.  Each Officer shall exercise the authority and perform the duties as may be set forth in these Bylaws and any additional authority and duties as the Board of Directors shall determine from time to time.

3.02. President.  The President shall be the chief executive Officer of the Corporation and, subject to the authority of the Board of Directors, shall manage the business and affairs of the Corporation.  The President shall whenever possible preside at all meetings of the Board of Directors, unless a Chairman of the Board is elected and is assigned one or both of such duties by these Bylaws or by action of the Board of Directors.  The President shall see that the resolutions of the Board of Directors are put into effect.  Except as otherwise provided herein and as may be specifically limited by resolution of the Board of Directors, the President shall have full authority to execute on the Corporation’s behalf any and all contracts, agreements, notes, bonds, deeds, mortgages, certificates, instruments, and other documents.  The President shall also perform such other duties and may exercise such other powers as are incident to the office of president and as are from time to time assigned to him by the Act, these Bylaws, or the Board of Directors.

3.03. Vice Presidents.  Except as otherwise determined by the Board of Directors, each Vice President shall serve under the direction of the President.  Except as otherwise provided herein, each Vice President shall perform such duties and may exercise such powers as are incident to the office of vice president and as are from time to time assigned to him by the Act, these Bylaws, the Board of Directors, an authorized committee thereof, or the President.  In the absence, incapacity, or inability or refusal of the President to act, the most senior Vice President shall assume the authority and perform the duties of the President.  If the Board of Directors appoints more than one Vice President, the seniority of the Vice Presidents shall be determined from their dates of appointment unless the Board of Directors shall otherwise specify.  Designation of a “Senior” or “Executive” vice president by the Board of Directors, shall be an indication of seniority.

3.04. Senior Vice President – Volunteers and Projects.  In the absence of the President and Vice President - Volunteers, or in the event of his or her inability or refusal to act, the Senior Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Senior Vice President will keep a record of all volunteers’ names, interests, contact information, and will direct volunteers to projects, committees, and other areas in the Corporation which the volunteer may be suited to help.  The Senior Vice Presidnet will keep a record of all projects of the Corporation, donations made to the Corporation, and donations made by the Corporation.  The Senior Vice President will give a written record of all above listed data to the Secretary to be included in the Corporate Records.  The Senior Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by the Bylaws, or as may be prescribed by the Board of Directors.

3.05. Vice President – Development.  In the absence of the President and Vice President - Volunteers, or in the event of his or her inability or refusal to act, the Vice President – Development shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President – Development will develop a Board of Directors, sponsorships, and marketing strategies.  The Vice President – Development will also generate ideas for projects and oversee the implementation of projects.  The Vice President - Development shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by the Bylaws, or as may be prescribed by the Board of Directors.

3.06. Secretary.  Except as otherwise provided by these Bylaws or determined by the Board of Directors, the Secretary shall serve under the direction of the President.  The Secretary shall whenever possible attend all meetings of the Board of Directors, and whenever the Secretary cannot attend such meetings, such duty shall be delegated by the presiding Officer for such meeting to a duly authorized assistant secretary.  The Secretary shall record or cause to be recorded under the Secretary’s general supervision the proceedings of all such meetings and any other actions taken by the Board of Directors (or by any committee of the Board in place of the Board) in a book or books (or similar collection) to be kept for such purpose.  The Secretary shall upon proper request give, or cause to be given, all notices in connection with such meetings.  The Secretary shall be the custodian of the Corporate seal and affix the seal to any document requiring it, and to attest thereto by signature.  The Secretary may delegate the Secretary’s authority to affix the Corporation’s seal and attest thereto by signature to any Assistant Secretary.  The Board of Directors may give general authority to any other Officer or specified agent to affix the Corporation’s seal and to attest thereto by signature.  Unless otherwise required by law, the affixing of the Corporation’s seal shall not be required to bind the Corporation under any documents duly executed by the Corporation and the use of the seal shall be at the discretion of the Corporation’s duly authorized signing Officers.  The Secretary shall properly keep and file, or cause to be properly kept and filed under the Secretary’s supervision, all books, reports, statements, notices, waivers, tabulations, minutes, certificates, documents, records, lists, and instruments required by the Act or these Bylaws to be kept or filed, as the case may be.  The Secretary may when requested, and shall when required, authenticate any records of the Corporation.  Except to the extent otherwise required by the Act, the Secretary may maintain, or cause to be maintained, such items within or without the State of South Carolina at any reasonable place.  The Secretary shall perform such other duties and may exercise such other powers as are incident to the office of secretary and as are from time to time assigned to such office by the Act, these Bylaws, the Board of Directors, or the President.

3.07. Treasurer.  Except as otherwise provided by these Bylaws or determined by the Board of Directors, the Treasurer shall serve under the direction of the President.  The Treasurer shall, under the direction of the President, keep safe custody of the Corporation’s funds and securities, maintain and give complete and accurate books, records, and statements of account, give and receive receipts for moneys, and make deposits of the Corporation’s funds, or cause the same to be done under the Treasurer’s supervision.  The Treasurer shall upon request report to the Board of Directors on the financial condition of the Corporation.  The Treasurer may be required by the Board of Directors at any time and from time to time to give such bond as the Board may determine.  The Treasurer shall perform such other duties and may exercise such other powers as are incident to the office of treasurer and as are from time to time assigned to such office by the Act, these Bylaws, the Board of Directors, or the President.

3.08. Assistant Officers.  Except as otherwise provided by these Bylaws or determined by the Board of Directors, the Assistant Secretaries and Assistant Treasurers, if any, shall serve under the immediate direction of the Secretary and the Treasurer, respectively, and under the ultimate direction of the President.  The Assistant Officers shall assume the authority and perform the duties of their respective immediate superior Officer as may be necessary at the direction of such immediately superior Officer, or in the absence, incapacity, inability, or refusal of such immediate superior Officer to act.  The seniority of Assistant Officers shall be determined from their dates of appointment unless the Board of Directors shall otherwise specify.





ARTICLE 4

INDEMNIFICATION

4.01. Scope.  The Corporation shall indemnify, defend and hold harmless the Corporation’s Officers and Directors to the fullest extent permitted by, and in accordance with the Act.  This plan of indemnification shall constitute a binding agreement of the Corporation for the benefit of the Officers and Directors as consideration for their services to the Corporation, and may be modified or terminated by the Board of Directors only prospectively.  Such right of indemnification shall not be exclusive of any other right which such Directors, Officers, or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, insurance, provision of law, or otherwise, as well as their rights under this Article 4.

4.02. Indemnification Plan.  The Board of Directors may from time to time adopt an Indemnification Plan implementing the rights granted in Section 4.01.  This Indemnification Plan shall set forth in detail the mechanics of how the indemnification rights granted in Section 4.01 shall be exercised.

4.03. Insurance.  The Board of Directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.





ARTICLE 5

TRANSACTIONS

5.01. Contracts.  The Board of Directors may authorize any Officer or Officers, or 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.

5.02. Checks, Drafts, etc.  All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness 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.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice-President of the Corporation.

5.03. Deposits.  All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

5.04. Gifts.  The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.





ARTICLE 6

RECORDS

6.01. Forms of Records.  When consistent with good business practices, any records of the Corporation may be maintained in other than written form if such other form is capable of reasonable preservation and conversion into written form within a reasonable time.

6.02. Corporate Records.  The Corporation shall keep as permanent written records a copy of the minutes of all meetings of its Board of Directors, a record of all actions taken by the Directors without a meeting, and a record of all actions taken by committees of the Board of Directors.  The Corporation shall maintain appropriate accounting records.  The Corporation or its agent shall maintain a record of the name and address, in alphabetical order, of each Director.  The Corporation shall keep a copy of the following records at its Principal Office:

1.         its articles or restated articles of incorporation and all amendments thereto currently in effect;

2.         its bylaws or restated bylaws and all amendments thereto currently in effect;

3.         a list of the names and business or home address of its current Directors and Officers; and

4.         the Corporation’s most recent report of each type required to be filed by the Corporation with the South Carolina Secretary of State.





ARTICLE 7

CONFLICT OF INTEREST POLICY

7.01  Purpose  The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Taylor’s Helping Hands)  interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.



7.02  Definitions

1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.  Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article 7, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

7.03  Procedures

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement  Involving the possible conflict of interest.

b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.



7.04  Records of Proceedings  The minutes of the governing board and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.



7.05  Compensation

a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is

precluded from voting on matters pertaining to that member’s compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.



7.06  Annual Statements  Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.



7.07  Periodic Reviews  To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.



7.08  Use of Outside Experts  When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

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ARTICLE 8
MISCELLANEOUS

8.01. Fiscal Year.  The fiscal year of the Corporation shall be established, and may be altered, by resolution of the Board of Directors from time to time as the Board deems advisable.  The fiscal year of the Corporation shall end on September 30th.

8.02. Seal.  The seal of the Corporation shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal, State of South Carolina.”

8.03. Amendments.  Subject to the Act and the Articles, these Bylaws and the Articles may be altered, amended, or repealed and new Bylaws may be adopted by a majority vote of the Board of Directors then in office; provided that the notice of such meeting at which the Bylaws or Articles are to be altered, amended, or repealed and new Bylaws or Articles may be adopted is in accordance with Section 2.09 and Section 2.10 hereof and that such notice shall state that the purpose or one of the purposes of the meeting is to consider an amendment to the Bylaws or Articles and shall be accompanied by a copy or summary of the proposed change or state the general nature of the change.

8.04. Severability.  If any provision of these Bylaws or the application thereof to any person or circumstances shall be held invalid or unenforceable to any extent by a court of competent jurisdiction, such provision shall be complied with or enforced to the greatest extent permitted by law as determined by such court, and the remainder of these Bylaws and the application of such provision to other persons or circumstances shall not be affected thereby and shall continue to be complied with and enforced to the greatest extent permitted by law.

8.05. Usage.  In construing these Bylaws, feminine or neuter pronouns shall be substituted for masculine forms and vice versa, and plural terms shall be substituted for singular forms and vice versa, in any place in which the context so requires.  The section and paragraph headings contained in these Bylaws are for reference purposes only and shall not affect in any way the meaning or interpretation of these Bylaws.  Terms such as “hereof”, “hereunder”, “hereto”, and words of similar import shall refer to these Bylaws in the entirety and all references to “Articles”, “Paragraphs”, “Sections”, and similar cross references shall refer to specified portions of these Bylaws, unless the context clearly requires otherwise.  Terms used herein which are not otherwise defined shall have the meanings ascribed to them in the Act.  All references to statutory provisions shall be deemed to include corresponding sections of succeeding law.

8.06. Conflict Between Bylaws, Articles and the Act.  The Articles and the Act (as either may be amended from time to time) are incorporated herein by reference.  Any conflict between the terms of these Bylaws, the Articles, or the Act shall be resolved in the following order:  (1) the Act; (2) the Articles; and (3) these Bylaws.





The foregoing are certified to be the true and complete Bylaws of the Corporation as ammended by the Board of Directors as of April 3, 2008.



Secretary

______________________________

Chairman of Board of Directors


Ammended:   April 3, 2008