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Foundation Bylaws Approved BOD 2_8_17 https://wilmingtonregional.sharepoint.com/Shared Documents/Staff/JoAnna/Foundation/Governing Docs/Foundation Bylaws Approved BOD 2_8_17.docx 1 of 5 BYLAWS OF WILMINGTON REALTORS® FOUNDATION ARTICLE I NAME The name of this corporation shall be Wilmington REALTORS® Foundation (“Foundation”). ARTICLE II OBJECT The object of the Foundation shall be to engage in charitable, educational work including supporting and increasing housing opportunities by promoting decent and safe housing and such other purposes as provided in the Articles of Incorporation and as permitted under Section 501(c)(3) of the Internal Revenue Code. ARTICLE III MEMBERS The Foundation has no members. ARTICLE IV OFFICES Section 1. Principal Office: The principal office of the Foundation shall be located at such place as the Board of Directors may fix from time to time. Section 2. Registered Office: The registered office of the Foundation, required by law to be maintained in the State of North Carolina, may be, but need not be, identical with the principal office. ARTICLE V BOARD OF DIRECTORS Section 1. Composition. The affairs of the Foundation shall be managed by the Board of Directors consisting of thirteen directors. The Board of Directors shall elect six Directors as are necessary to carry on the work of the Foundation. The Cape Fear REALTORS® Board of Directors shall elect seven Directors. (Foundation 12-9-2016; WRAR ratified 12-15-2016) Section 2. Term. Directors shall serve staggered three-year terms or until their successors are elected, and their term of office shall begin on January 1 of each year Directors shall be eligible to serve two consecutive terms (six consecutive years) on the Board. Any Director who has served two consecutive terms shall rotate off the Board for at least one year before being eligible to serve another term. Resignation or termination shall not be construed to allow a Director, who has been elected to a term which would have concluded their sixth consecutive year on the https://wilmingtonregional.sharepoint.com/Shared Documents/Staff/JoAnna/Foundation/Governing Docs/Foundation Bylaws Approved BOD 2_8_17.docx 2 of 5 Board, to be elected or appointed as a Director. Any Director removed with or without cause is not eligible to serve as a Director for at least 1 year. Section 3. Removal and Resignation. Any Director may be removed from the Board, with or without cause, by the entity that elected the Director provided it is by a majority vote of those present and voting at a duly noticed meeting. Any Director may resign at any time by communicating the resignation to the President, Corporate Secretary, or the Board of Directors. A resignation is effective when it is communicated, unless the notice specifies a later effective date or subsequent event upon which it will become effective. Resignation or termination shall not be construed to allow a Director, who has been elected to a term which would have concluded their sixth consecutive year on the Board, to be elected or appointed as a Director. Any Director removed with or without cause is not eligible to serve as a Director for at least 1 year. Any Director who misses more than three (3) meetings as published in the annual calendar during a calendar year shall be deemed to have resigned. Section 4. Vacancies. A vacancy in any Director position may be filled by the entity that elected the Director for the unexpired portion of the term. Section 5. Compensation. No compensation, including compensation in the form of goods and services, shall be made to any Director; however, the Board may provide for the payment of such reasonable and necessary expenses incurred by Directors in the performance of their duties other than attendance at Board meetings. Section 6. Policies. The Board may adopt policy as it may deem advisable for the management of the business affairs of the Foundation that are not inconsistent with law, the Articles of Incorporation or these Bylaws, and are subject to final approval of Cape Fear REALTORS®. ARTICLE VI MEETINGS OF DIRECTORS Section 1. Regular Meeting. Regular meetings of the Board of Directors shall be held at such time and place and with such notice as shall be determined by resolution of the Board. The Board shall adopt a meeting Calendar no later than December 31 of each year. These meetings may be held without any further notice. Section 2. Special Meetings. Special meetings of the Board of Directors may be called by the President and shall be called upon the written request of two (2) members of the Board. Notice of a special meeting shall be sent by any usual means of communication not less than five (5) business days before the meeting. Such notice shall describe the purpose of the special meeting. Section 3. Electronic Meetings. The Board of Directors is authorized to meet by telephone conference or through other electronic communications media as permitted by law. Section 4. Quorum. A majority of the membership of the Board shall constitute a quorum. Section 5. Voting: Each director entitled to vote is entitled to one vote only. Proxy voting is not permitted. https://wilmingtonregional.sharepoint.com/Shared Documents/Staff/JoAnna/Foundation/Governing Docs/Foundation Bylaws Approved BOD 2_8_17.docx 3 of 5 Section 6. Manner of Acting: Except as otherwise provided in the articles of incorporation or these bylaws, the affirmative vote of a majority of the directors present and voting at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 7. Waiver of Notice: A director may waive notice of any meeting before or after the meeting. The waiver must be in writing, signed by the director, and delivered to the Foundation for inclusion in the minutes or for filing with the corporate records, except that, notwithstanding the foregoing requirement of a written waiver, a director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or· promptly upon the director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Section 8. Electronic Transaction of Business. To the fullest extent permitted by law, the Foundation may conduct its business by electronic means. Section 9. Action Without Meeting. Any action which can be taken at a Board meeting may be taken without a meeting if the action is taken by all members of the Board evidenced by one or more written consents signed by each Director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records reflecting the action taken. ARTICLE VII OFFICERS Section 1. Officers. The Board shall elect from among its Directors a President and a Vice President. Section 2. Duties. The officers shall perform the duties prescribed by these Bylaws and by the parliamentary authority of the Foundation, specifically including the following: (a) President. The President shall be the principal executive officer of the Foundation and, subject to the Board of Directors, shall in general supervise and control all of the business and affairs of the Foundation. S/he shall preside at all meetings of the Board; shall sign with the Secretary, or any other Director authorized by the Board of Directors, any check for the payment of any expenditure lawfully authorized by the Board, the tax return and any other document required by a governmental agency. (b) Vice President. The Vice-President shall act in the place and stead of the President in the event of absence, inability, or refusal to act; and shall exercise and discharge such other duties as may be required by the Board. Section 3. Term. The officers shall be elected to serve for one year or until their successors are elected, and their term of office shall begin on January 1. Section 4. Removal and Resignation. Any officer may be removed, with or without cause, by a majority vote of the Board. Any officer may resign at any time by communicating the resignation to the President, Vice President, Corporate Secretary, or Board of Directors. A resignation is https://wilmingtonregional.sharepoint.com/Shared Documents/Staff/JoAnna/Foundation/Governing Docs/Foundation Bylaws Approved BOD 2_8_17.docx 4 of 5 effective when it is communicated, unless the notice specifies a later effective date or subsequent event upon which it will become effective. Section 5. Vacancies. A vacancy in any officer position may be filled by the Board for the unexpired portion of the term. Section 6. Compensation. No compensation, including compensation in the form of goods and services, shall be made to any officer; however, the Board may provide for the payment of such reasonable and necessary expenses incurred by officers in the performance of their duties other than attendance at Board meetings. Section 7. Secretaries. The Corporate Secretary shall be the Cape Fear REALTORS® CEO or his/her appointee. The Corporate Secretary is authorized to execute any and all necessary contracts, open bank accounts, sign checks, keep the corporate seal, if any and affix it on all papers requiring said seal and shall exercise and discharge such other duties as may be required by the Board where such conduct is consistent with the purposes of the Foundation. The Corporate Secretary may appoint a Secretary to keep the minutes of all meetings, the proceedings of the Board, serve notice of meetings of the Board and keep a register of the addresses of Board members. Section 8. Gifts. The Board of Directors may accept on behalf of the Foundation any contribution, gift, bequest or devise for the general purposes or any special purpose of the Foundation. ARTICLE VIII COMMITTEES Section 1: Standing Committee: There shall be a standing committee known as REALTORS® Helping REALTORS® whose work shall be such as established by the Board’s Policy. Section 2. Other Committees. Committees, standing or special, task forces and work groups may be appointed by the President or the Board of Directors as deemed necessary to carry on the work of the Foundation. ARTICLE IX INDEMNIFICATION AND INSURANCE Section 1. Indemnification. The Foundation shall indemnify any present or former Director, officer, employee or agent or any person who has served or is serving in such capacity with respect to any liability expenses including reasonable attorneys' fees, in any proceeding (including without limitation a proceeding brought by or on behalf of the Foundation itself) Section 2. Insurance. The Foundation shall purchase and maintain insurance on behalf of any present or former Director, officer, employee or agent or any person who has served or is serving in such capacity. Any full or partial payment made by an insurance company under any insurance policy covering anyone named above made to or on behalf of a person entitled to indemnification under this article shall relieve the Foundation of its liability for indemnification https://wilmingtonregional.sharepoint.com/Shared Documents/Staff/JoAnna/Foundation/Governing Docs/Foundation Bylaws Approved BOD 2_8_17.docx 5 of 5 provided for in this article or otherwise to the extent of such payment and no insurer shall have a right of subrogation against the Foundation with respect to such payment. Section 3. Determination. Any indemnification under Section 1 of this Article VIII shall be paid by the Foundation in a specific case only after a determination that the director, officer, employee or agent has met the standard of conduct set forth in Section 1 of this Article VIII. Such determination shall be made by the Board of Directors or by a committee or special counsel appointed by the Board of Directors. Section 4. Savings Clause. If this article or any portion of it shall be invalidated on any ground by any court or agency of competent jurisdiction, then the Foundation shall nevertheless indemnify each person indemnified hereunder to the fullest extent permitted by the portion of this article that is not invalidated and also to the fullest extent permitted or required by applicable law. ARTICLE X ACTIONS BY CORPORATE REPRESENTATIVES Notwithstanding any other provision of these Bylaws, no Director, officer, employee or representative of this Foundation shall take any action or carry on any activity by or on behalf of the Foundation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and regulations as they now exist or as they may hereafter be amended. ARTICLE XI PARLIAMENTARY AUTHORITY Robert's Rules of Order, newly revised, shall be recognized as the authority governing the meetings of the Foundation, its Board of Directors, and committees, etc., in all instances wherein its provisions do not conflict with these Bylaws. ARTICLE XII AMENDMENT These Bylaws may be amended by a majority vote of the Board of Directors present and qualified to vote at any meeting at which a quorum is present, provided the substance of such proposed amendment or amendments shall be plainly stated in the call for the meeting. The Board of Directors may, at any regular or special meeting at which a quorum is present, approve amendments to the Bylaws created by clerical error, or added for the purpose of clarification and not causing any change to the intent of the Bylaws. Such amendments shall be subject to approval by the Cape Fear REALTORS® Board of Directors.