AMENDED AND RESTATED BYLAWS OF THE MARCIA BRADY TUCKER FOUNDATION, INC.

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As adopted at the Meeting of November 8, 2014
And amended October 13, 2018

ARTICLE I – Members

Section 1. Membership. Any person eighteen (18) years of age or older who is a lineal descendant or adopted child of a lineal descendant of Marcia Brady Tucker and who indicates through a written communication to the Secretary of the Board of Directors an interest in and a willingness to commit the time to prepare for and attend meetings of the Membership is eligible to become a Member of the Marcia Brady Tucker Foundation (the “Foundation”). Members shall have the authority to elect Directors of the Foundation and to amend these Bylaws.

Section 2. Election of Members. Individuals shall be elected to Membership by a majority vote of all the Members present at any meeting at which a quorum is present. The Members shall consider each pending request for Membership within six (6) months of receiving a written expression of interest from the candidate for Membership. Membership shall be for life.

Section 3. Resignation. Any Member may resign by notice in writing to that effect to the Secretary or President of the Foundation. Unless some time be fixed therein for the taking effect of such resignation, the same shall become effective immediately.

Section 4. Removal. Any Member failing or refusing to comply with the Bylaws or for any good and sufficient cause, malfeasance, or inability to serve may be suspended or expelled by the affirmative vote of a majority of the entire Board of Directors. A suspended or expelled Member may be reinstated by the affirmative vote of a majority of the entire Board.

ARTICLE II – Meetings of Members

Section 1. Semiannual Meetings. The Membership may meet twice a year. The first meeting each year shall be designated the annual meeting, at which the Members shall elect the Directors and transact such other business as may come before the Members. Meetings of the Membership shall be held at such time as the Board of Directors may determine at the principal office of the Foundation or at such other place as may be specified in the notice of meeting.

Section 2. Special Meetings. Special meetings of Members shall be called by the Secretary upon request of the President or upon the request of Members holding at least thirty percent (30%) of the votes eligible to be cast at such meeting.

Section 3. Record Date for Meetings and Other Actions. For the purpose of determining the Members entitled to notice of or to vote at any meeting of Members, or for the purpose of any other action by the Members, the Board of Directors may fix, in advance, a date as the record date for any such determination of Members. Such record date shall not be more than fifty (50) nor less than ten (10) days before the date of such meeting. If no record date is so fixed by the Board of Directors, (a) the record date for the determination of Members entitled to vote at a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held, and (b) the record date for determining Members for any purpose other than that specified above shall be at the close of business on the day on which the resolution of the Board of Directors relating thereto is adopted.

Section 4. Notices. Notice of all meetings of Members, unless waived electronically or in writing, shall be sent by first class post, electronic mail, or facsimile transmission to each Member at least ten (10) days and not more than fifty (50) days before the date of the meeting.

Section 5. Quorum and Vote. At all meetings of Members, a majority of Members, whether present or by written or electronic proxy, shall constitute a quorum. Unless otherwise provided by law, in the Certificate of Incorporation, on in these Bylaws, any action that receives a majority of the votes at a meeting of the Members where a quorum is present shall be the action of the Members.

Section 6. Presiding Officer and Secretary. At any meeting of the Members, if neither the President nor the Vice President, nor a person designated by the Board to preside at the meeting shall be present, the Members present shall appoint a presiding officer for the meeting. If the Secretary is not present, the appointee of the person presiding at such meeting shall act as secretary of the meeting.

Section 7. Proxies. Every Member entitled to vote at a meeting of Members may authorize another person to act for such person by proxy. Every proxy shall be signed by the Member or the Member’s authorized employee or agent or transmitted by email authorized by the Member. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law. The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the Member who executed the proxy unless, before the authority is exercised, written or electronic notice of adjudication of such incompetence or of such death is received by the Secretary.

Section 8. Action by Members Without a Meeting. Whenever under any provision of law, the Certificate of Incorporation, or these Bylaws, Members are required or permitted to take any action by vote, such action may be taken without a meeting by electronic or signed written consent, setting forth the action so taken, of all of the Members entitled to vote thereon. Such consent thus given by all Members entitled to vote shall have the same effect as a unanimous vote of Members, and any certificate with respect to the authorization or taking of any such action which is delivered to the Department of State of the State of New York shall recite that the authorization was by unanimous written consent.

ARTICLE III – Directors

Section 1. Number and Age Group. The affairs of the Foundation shall be managed by a board of not less than five (5) nor more than thirteen (13) Directors who shall be elected by the Members at the annual meeting of Members. By action of the Board of Directors upon vote of a majority of the entire Board, the number of Directors may be increased or decreased within the range specified in this Section from the number of Directors elected at the last annual meeting of Members, but no decrease shall shorten the term of any incumbent Director. The Board shall have the power to fill all vacancies of Directors due to death, resignation, or removal. As used in these Bylaws, “entire Board” means the total number of Directors entitled to vote as of the most recently held election of Directors.

Section 2. Qualifications of Directors. All Directors must be Members of the Foundation. Directors must have been Members for at least three years, have attended at least four meetings of the Membership, have expressed an interest in serving as a Director, and be willing to commit the time to prepare for and attend meetings. Candidates will be evaluated on the basis of past experience with the Foundation and on their expressed interest.

Section 3. Nomination of Directors. The President will annually appoint a five (5) person Nominating Committee consisting of two (2) Officers other than the President and three (3) non-officers, one (1) of whom must be a Director and two (2) of whom must be Members who are not Directors. The President will designate one of the members of the Nominating Committee as Chair. The Nominating Committee will recommend a slate of candidates to fill Board seats and Officer positions to the full Membership for their consideration. In creating the slates, the Nominating Committee will attempt to maintain a balance, to the extent possible, between the lineal descendants of the Luther Tucker and the Carll Tucker, Jr. branches of the family; and to fairly reflect the age distribution of the membership. The Members will elect the Directors at the annual meeting of the Membership by a majority of the votes cast at such meeting where a quorum is present. Prior to the initial election of any Director or Officer, the candidate shall complete, sign and submit to the Secretary a conflict of interest statement in such form as may be adopted by the Board from time to time

Section 4. Terms of Directors. Directors will be elected to serve a term of three (3) years. Each Director will be eligible to serve three (3) consecutive three-year terms. After a one-year break in service, a Director who has previously served three (3) consecutive three-year terms may be eligible for re-nomination to the Board. A Director may be eligible to serve unlimited consecutive terms in order to serve as Treasurer when there are no other qualified candidates. The Directors will be divided into three (3) nearly equal classes of Directors denominated Class A, B and C, and their terms will be staggered to ensure continuity and a body of Directors.

If the number of Directors of any class is increased, the term of a Director elected to such a newly created vacancy shall end at the same time as the term of other Directors in that class. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, and until his or her successor is elected and qualified.

Section 5. Meetings of the Board of Directors. The Board of Directors may meet twice a year, usually in the early spring and mid fall. The annual meeting of the Board of Directors shall be held in each year in the early spring immediately after the annual meeting of Members of the Foundation. The date for the fall meeting shall be determined at the annual meeting of the Board of Directors.

Section 6. Attendance at Meetings. A Director may attend by any electronic means by which all participants can hear each other at the same time, with due consideration to the cost and ease of such arrangements.

Section 7. Special Meetings. Meetings of the Board of Directors shall be called by the Secretary on request of the President or of any four (4) Directors.

Section 8. Notice of Meetings. Notice of all meetings of the Board of Directors, unless waived electronically or in writing, shall be sent by first-class post, electronic mail, or facsimile transmission to each Director at least ten (10) days before the date of the meeting. Directors may waive notice in writing at the time of the meeting.

Section 9. Quorum and Vote. A majority of the entire Board shall constitute a quorum at all meetings. Attendance either in person or by electronic means shall count toward the quorum. Unless otherwise provided by law, in the Certificate of Incorporation, or in these Bylaws, any action that receives a majority of the votes at a meeting of the Directors where a quorum is present shall be the action of the Board of Directors.

When a special meeting of the Board of Directors is called to act on one issue and a quorum is not present at the meeting, action may be taken if all members of the Board consent electronically or in writing to the adoption of a resolution authorizing such action. Each resolution so adopted and the consents thereto by the members of the Board shall be filed with the minutes of the proceedings of the Board.

Section 10. Resignation. Any Director may resign in writing or electronically by notice to that effect to the President or Secretary of the Foundation. Unless some time be fixed therein for the taking effect of such resignation, the same shall become effective immediately.

Section 11. Removal. Any Director for (a) failure or refusal to comply with these Bylaws, (b) malfeasance, (c) inability to serve, or (d) any good and sufficient cause may be removed by the affirmative vote of a majority of the entire Board of Directors.

Section 12. Powers. The Board of Directors shall possess and exercise all the powers usually possessed and exercised by the Board of Directors of a Membership Corporation, including those listed below:

  • To appoint and to remove or discharge, at will, officers, assistants, agents, or other employees of the Foundation, and to fix their compensation;

  • To adopt, alter, amend, and repeal these Bylaws as provided herein;

  • To manage the affairs and to invest, reinvest, control, and dispose of the property and funds of the Foundation;

  • To deal with and to expend the income and principal of the Foundation in such manner as in the judgment of said Directors will best promote its objects; and

  • To designate the depositories of the funds and other property of the Foundation, and to establish a brokerage account or accounts.

The above enumeration of specific powers shall not be deemed or construed to negate the possession or to prohibit the exercise of any power not so specifically enumerated.

Except as otherwise provided by law, the full power of the Board is vested between meetings in the Executive Committee.

Section 13. Action Without Meeting of Directors. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or such committee consent electronically or in writing to the adoption of a resolution authorizing such action. Each resolution so adopted and the consents thereto by members of the Board or such committee shall be filed with the minutes of the proceedings of the Board or such committee.

ARTICLE IV – Officers

Section 1. Officers. The Officers of the Foundation shall be the President, Vice President, Secretary and Treasurer. The Board of Directors may elect or appoint additional Officers, to have such power and authority, and to perform such duties, as the Board of Directors may provide.

Section 2. President. The President, who shall be a Director, shall be the chief executive officer of the Foundation and shall preside at all meetings of the Board of Directors and of the Membership. He or she will be elected to serve a three-year term and may be eligible for reelection to an additional consecutive three-year term. After not having served in that position for three years, he or she is eligible for reelection. He or she shall work with the Board of Directors to develop the policy, structure, and procedure of the Foundation and coordinate delegated responsibilities. He or she shall build participation and consensus of Members and Directors. In addition, he or she shall have such other duties, power, and authority as may be provided by the Board of Directors. The President shall have the power to execute and deliver and affix the seal of the Foundation to all checks, drafts, contracts, deeds, agreements and formal instruments including, but not by way of limitation, certificates acknowledging satisfaction of judgments and mortgages, assignments and extensions of mortgages, and transfers of and powers of attorney to transfer and proxies to vote upon stocks, bonds and other securities standing in the name of the Foundation. No employee of the Foundation may serve as President.

Section 3. Vice President. The Vice President, who shall be a Director, shall be elected for a maximum of three (3) consecutive one-year terms. He or she is eligible for reelection after not having served in the position for one year. He or she shall, at the request of the President or in case of the absence or disability of the President, perform all the duties and have all the power and authority of the President. In addition, he or she shall have such other duties, power, and authority as may be provided by the Board of Directors.

Section 4. Treasurer. The Treasurer, who shall be a Director, shall be elected for a three-year term and may be eligible for reelection in the event that no other member possesses the requisite experience and skills as outlined in the Board approved Job Description & Criteria for Officer Positions. Under the direction of the Board of Directors, he or she shall supervise the investment of the funds of the Foundation, and shall submit a report at each meeting of the Board of Directors.

In addition, he or she shall have the custody of the funds, securities, and documents of the Foundation and shall have charge of the disbursement of its money. He or she shall keep books of account showing the character, value, and amount of its property, and at meetings of the Board of Directors and the Members shall report on the financial condition of the Foundation.

He or she shall deposit the funds of the Foundation in such banks and trust companies as may from time to time be designated by the Board of Directors. Such deposit of funds shall be made subject to draft only on the signature of the President or Treasurer, or as the Board of Directors may direct. The securities of the Foundation shall be deposited in such deposit vault or vaults, or with such bank or banks, trust company or trust companies, broker or brokers, as may from time to time be designated by the Board of Directors. The securities may be withdrawn only by the President or Treasurer, or as the Board of Directors may direct.

The Treasurer shall have the power to execute and deliver and affix the seal of the Foundation to all checks, drafts, contracts, deeds, agreements and formal instruments including, but not by way of limitation, certificates acknowledging satisfaction of judgments and mortgages, assignments and extensions of mortgages, and transfers of and powers of attorney to transfer and proxies to vote upon stocks, bonds and other securities standing in the name of the Foundation.

At each meeting of the Board of Directors and of the Members he or she shall present an account showing in detail the receipts and disbursements of the Foundation since his or her last report.

Section 5. Secretary. The Secretary, who must be a Director, shall be elected for a maximum of three (3) consecutive one-year terms. He or she is eligible for reelection after not having served in the position for one year. He or she shall keep minutes of the meetings of the Members and of the Board of Directors; attend such other meetings as he or she may from time to time be requested and shall attend to the giving of all notices. He or she shall have charge of the corporate seal.

ARTICLE V – Committees

Section 1. Committees. There will be two (2) committees of the Board: Executive Committee and Finance and Investment Committee. There will be one (1) committee of the Foundation: Grants Review Committee. In addition, the Board of Directors may, by resolution, provide for additional committees with such authority as may be permitted by law.

Section 2. Appointment of Committees. The President will appoint the chair and the members of each committee (other than the Executive Committee). All committee appointments are for a minimum of one (1) year. All members of any committee of the Board shall be Directors. Members and outside advisors may be appointed as non-voting adjuncts to any committee of the Board or as voting members of any committee of the Foundation. Any committee with members who are not Directors shall not be authorized to act on behalf of the Board of Directors.

Section 3. Executive Committee. The Executive Committee will act when action is required between regularly scheduled meetings of the Board of Directors. The Executive Committee will be composed of the President, the other Officers, and the chair of the Grants Review Committee. The President will chair the Executive Committee.

Section 4. Finance and Investment Committee. The Finance and Investment Committee shall be composed of at least five (5) Directors. The President may also appoint additional Members, and a non family member with expertise in this area, to serve as nonvoting adjuncts to this Committee. The Finance and Investment Committee will assist the Treasurer in providing oversight on the investments, the annual audit, and the annual budget.

Section 5. Grants Review Committee. The Grants Review Committee will be composed of five (5) Directors or Members. The chair of the Grants Review Committee shall be a Director. In appointing members of the Committee, the President shall consider willingness to serve, the multi-generational nature of the Membership, and the necessity for maintaining continuity of experience from one year to the next. The Grants Review Committee shall recommend grant criteria, review grant proposals, and make recommendations to the proposer.

ARTICLE VI – Miscellaneous Provisions

Section 1. Principal Office. The principal office of the Foundation within the State of New York shall be P.O. Box 4591, New York, NY 10163 in New York County. The Foundation may also maintain additional offices at such other places within or outside the State of New York as the Board of Directors may, from time to time determine.

Section 2. Fiscal Year. The fiscal year of the Foundation shall commence on the first day of January in each year and end on the following thirty-first day of December.

Section 3. Corporate Seal. The seal of the Foundation shall be in the form of a circle with the name of the Foundation inscribed upon the periphery thereof and in the center the words, “Incorporated 1941 New York”.

Section 4. Checks, Notes and Contracts. The Board of Directors shall determine who shall be authorized from time to time on the Foundation’s behalf to sign checks, notes, drafts, acceptances, bills of exchange and other orders or obligations for the payment of money; to enter into contracts; or to execute and deliver other documents and instruments: all subject to the Foundation’s conflict of interest policy.

Section 5. Books and Records. The Foundation shall keep at the office identified in the Certificate of Incorporation (a) correct and complete books and records of accounts, (b) minutes of the proceedings of its Members, Board, and any committee of the Board, and (c) a current list or record containing the names and addresses of all Members, Directors, and Officers of the Foundation. Any of the books, records, and minutes of the Foundation may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 6. Amendments. The Certificate of Incorporation may be amended by majority vote of the Members, pursuant to Section 802 of the New York Not-For-Profit Corporation Law. These Bylaws may be amended at any meeting of the Members by the affirmative vote of the majority of the Members. These Bylaws may also be amended by the Board of Directors by the affirmative vote of two-thirds of the Directors then in office provided that (a) no such amended Bylaw may, without ratification by the Membership, affect any rights of the members, including the right to reserve the amendment of certain Bylaws to the Membership, and (b) written notice of the proposed amendment or amendments, stating specifically the proposed amendment or amendments, shall have been mailed to each Director at least ten (10) days prior to such meeting. Amendments adopted by the Board of Directors are subject to amendment or repeal by the Members. Amendments adopted by the Membership shall not be amended or repealed except by the Membership.

Section 7. Indemnification. In the manner and to the fullest extent set forth in and permitted by the Not-For-Profit-Corporation Law, and any other applicable law as from time to time in effect, the Foundation shall indemnify an person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that he or she, or his or her testator or intestate, is or was a Director or Officer of the Foundation.

Workshare Compare comparison of interwovenSite://VBWS/FirmDocs/8614595/1 and interwovenSite://VBWS/FirmDocs/8614595/3. Performed on 10/9/2014.