CFC_Bylaws_-_BoD_Approved_6-22-22 (1)1
AMENDED AND RESTATED BYLAWS OF
COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC.
DBA: CAPE FEAR COLLECTIVE
ARTICLE I
Name and Purpose
Section 1. Name. The name of the organization shall be Collective Impact in New
Hanover County, Inc. and conduct all business as the Cape Fear Collective, hereinafter
referred to as the Corporation.
Section 2. Purpose. The Corporation is organized for exclusively charitable
purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986
or the corresponding provision of any future United States Internal Revenue Law,
including, for such purposes, the making of distributions to organizations that qualify
as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986
and to engage in any lawful activity or activities for which corporations may be
organized under Chapter 55A of the North Carolina General Statutes.
Without limiting the generality of the foregoing, the purposes of the Corporation
include:
a. Serving as an impact investing and data science backbone organization;
b. Scaling big data, fundraising, and social innovation in North Carolina; and
c. Creating sustainable impact programs that address social progress across a
variety of sectors, including economic development, health and human
services, environmental, and housing.
The geographic are to be served by this Corporation shall include the State of
North Carolina.
ARTICLE II
Offices
The Corporation shall have and continuously maintain in this state a registered
office and a registered agent whose office is identical with such registered office, and
may have such other offices within or without the State of North Carolina as the Board
of Directors may from time to time determine.
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ARTICLE III
Members
The Corporation shall have no members.
ARTICLE IV
Board of Directors
Section 1. General Powers and Composition. The affairs of the Corporation shall
be managed by its Board of Directors comprising not fewer than nine (9) persons.
The Board of Directors may exercise all corporate powers not specifically
prohibited by the Articles of Incorporation, Chapter 55A of the General Statutes of
North Carolina, or Section 501(c)(3) of the Internal Revenue Code of 1986. The powers
and duties of the Board of Directors shall include, but not be limited to, the following:
a. To transact the business of the Corporation;
b. To select, supervise, and periodically review the work of the Chief Executive
Officer;
c. To elect directors to the Board of Directors;
d. To create or terminate Committees of the Board of Directors;
e. To review and approve the Corporation’s budget; and
f. To receive by gift, devise, bequest or otherwise from any private or public
sources, personal or real property, and hold, administer, invest, reinvest,
manage, use, disburse, distribute, and apply the income and/or principal of
the same in accordance with the directions and intent of the donor or donors
of such property, or, in the absence of such directions, as the Corporation
may deem best, from time to time, for the promotion of any or all of the
objectives of the Corporation.
Section 2. Tenure. The initial terms of the initial Directors other than the Chief
Executive Officer shall be staggered and shall end on the date of the annual meeting of
the board of directors.
Except as set forth above for the Directors’ initial terms, and except for the
Director who is the Chief Executive Officer, Directors shall serve for a term of three (3)
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years, or until a successor is duly elected or appointed. Except as provided otherwise in
these bylaws, the term shall begin following election or appointment. No person may
serve more than two (2) consecutive terms on the Board of Directors. If the initial term
of the Director was less than three (3) years, the initial term shall not be counted toward
the consecutive term limit.
Directors may resign at any time by giving written notice to the presiding officer
of the Board. The resignation takes effect upon receipt of notice or at a later date if
specified in the notice, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Any director may be removed at
any time with or without cause by a two-thirds vote of the Board of Directors.
Section 3: Annual Meeting. The annual meeting of the Board of Directors shall be
held at a time and place to be determined by the Board of Directors within or without
the State of North Carolina.
Section 4. Regular Meetings. Regular meetings of the Board of Directors shall be
held at least twice each year at such time and place, within or without the State of North
Carolina, as may be fixed by resolution of the Board, or as may be specified in the notice
of the meeting. Neither the business to be transacted at, nor the purpose of, any regular
meeting of the Board need be specified in the notice of such meeting, unless specifically
required by law.
Section 5. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the Chair of the Board of Directors, the Chief Executive
Officer, or five (5) of the directors then in office. Special meetings may be held at a time
and place to be determined by the person or persons authorized to call special meetings
of the Board within or without the State of North Carolina. Only those matters that are
within the purpose or purposes described in the meeting notice required by Chapter
55A of the General Statutes of North Carolina may be acted upon at a special meeting of
members.
Section 6. Notice. Notice of any annual, regular, or special meeting of the Boards
of Directors shall be given at least three (3) days previously thereto by any usual means
of communication, including by electronic means, to each director at his/her address as
shown on the records of the Corporation. The attendance of a director at any meeting
shall constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.
Section 7. Quorum. A majority of the seated Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board. If less than a
majority of the directors are present at the meeting, a majority of the directors present
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may adjourn the meeting, without further notice, until a quorum shall be present or
represented. Except as otherwise provided in these bylaws, the act of the majority of the
Directors present at a meeting of which a quorum is present shall be the act of the Board
of Directors.
Section 8. Proxies. At any meeting of the Board of Directors, a director entitled to
vote may do so by proxy executed in writing for that meeting. Proxies may confer
general voting rights, or they may be limited to prescribed action on a particular issue.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors shall be
filled by a majority of the directors in office.
Section 10. Compensation. Directors shall not receive any compensation for
his/her service in such capacity, except that the Board of Directors may by resolution
provide for the reimbursement of actual expenses incurred in the performance of duties
as directors of the Corporation.
Section 11. Executive Committee.
a. Composition. The Executive Committee shall be comprised of the Chair, Vice-
Chair, Treasurer, and Secretary.
b. Term of Office. The initial terms of the initial officers shall be staggered and
shall end on the date of the annual meeting of the Board of Directors.
After the initial terms are complete, members of the Executive Committee
shall serve for a term of one year or until his/her successor is appointed.
c. Powers and Duties. The Executive Committee shall have all the powers and
duties of the Board of Directors when the Board is not in session except as to
those matters set forth below and may also act upon such matters as may be
referred to it by the Board of Directors and may make recommendations to
the Board of Directors on such matters as it deems appropriate. The Executive
Committee shall not have authority to act on the following matters:
i. The dissolution, merger or consolidation of the Corporation; or the
sale, lease or exchange, pledge, or transfer of all or substantially all of
the assets of the Corporation or the adoption of a plan of distribution
of corporate assets;
ii. The designation of any other Committee or the filling of vacancies in
the Board of Directors;
iii. The election, appointment, or removal of officers and/or directors;
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iv. The amendment or repeal of the Articles of Incorporation or the
Bylaws, or the adoption of new Bylaws;
v. The taking of any action inconsistent with any resolution or action of
the Board of Directors; and
vi. Any other matter which the Board of Directors from time to time by
resolution specifically reserves itself.
d. Quorum. A quorum of the Executive Committee for any meeting shall be all
of its members. Action at a meeting of the Executive Committee shall be by
majority vote of the members.
e. Meetings. The Executive Committee shall meet at the call of the Chief
Executive Officer, the Chair of the Board of Directors, or by any Executive
Committee member. Meetings may be conducted by conference call or other
electronic means so long as all members of the quorum can speak to the
group and can hear all deliberations. Action on specific items may be taken
by the Committee and a vote may be taken by electronic means or by mail.
f. Notice. Notice of each meeting of the Executive Committee shall be given at
least twenty-four (24) hours in advance of such meeting by any usual means
of communication, including by electronic means to each Executive
Committee member at his/her address as shown on the records of the
Corporation. The attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.
Section 12. Other Committees.
a. Composition and Powers. The Board of Directors may create committees
which shall have and may exercise such powers as conferred or authorized by
the resolutions creating them. Each such committee shall consist of one or
more directors and other members as may be appointed as herein provided.
Such committees shall have the power to act only in intervals between
meetings of the Board of Directors and shall at all times be subject to the
control of the Board of Directors. The chair and members of each committee
shall be appointed by the Chair of the Board of Directors annually and may
be removed at any time, with or without cause, by the Chair of the Board of
Directors. Each committee chair shall report regularly to the Board of
Directors. The Chair of the Board shall be an ex-officio member of all
committees.
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b. Term of Office. Members of each committee shall serve for a term of one year
or until his/her successor is appointed or until such committee is sooner
terminated, or until such person is removed, resigns, or otherwise ceases to
qualify as a member, as the case may be, of the committee.
c. Vacancies. Vacancies on any committee may be filled for the unexpired
portion of the term in the same manner as provided in the case of original
appointment.
d. Meetings; Quorum. Each committee shall meet as often as is necessary to
perform its duties at such times and places as directed by its chair, by the
Chair of the Board of Directors, or by the Board of Directors. A majority of the
members of the Committee shall constitute a quorum of such Committee, and
the act of a majority of the members present at a meeting at which a quorum
is present shall be the act of the committee. Each committee shall make
periodic reports and recommendations to the Board of Directors.
Section 13. Action by Directors or Committees; Attendance by Telephone and
Electronic Means
a. Written Consent. Action taken by a majority of the directors or members of a
committee without a meeting is nevertheless Board or committee action if
written consent to the action in question is signed by all the directors or
members of the committee, as the case may be, and filed with the minutes of
the proceedings of the Board or committee. A director’s consent to action
taken without a meeting may be in electronic form and delivered by
electronic means.
b. Telephone and Electronic Means. Any one or more directors or members of a
committee may participate in a meeting of the Board or committee by means
of a conference call or similar communication medium which allows all
persons participating in the meeting to hear each other and such participation
in a meeting shall be deemed presence in person at such meeting.
c. Action. Any action that may be taken at any annual, regular, or special
meeting of the Board or any committee may be taken by a written ballot,
which written ballot may be submitted by electronic means.
Section 14. Chief Executive Officer. The Chief Executive Officer of the
Corporation may serve as a voting member of the Board of Directors. Where the Chief
Executive Officer is a director of the Corporation, his/her authority as a director is
limited as follows. The Chief Executive Officer may not:
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a. Participate in the Board’s periodic review of the work of the Chief Executive
Officer;
b. Participate in discussions, votes, or other Board action pertaining to the
compensation of the Chief Executive Officer;
c. Serve as the Chair, Vice-Chair, Secretary, or Treasurer of the Board; or
d. Vote to elect directors to the Board or remove directors from the Board.
ARTICLE V
Officers
Section 1. Officers. The officers of the Corporation shall be the Chair, Vice-Chair,
Treasurer, and Secretary of the Board of Directors, the Chief Executive Officer, and
other officers as may from time to time be appointed by or under the authority of the
Board of Directors.
Section 2. Election and Term of Office. The officers of the Corporation shall be
elected annually by the Board of Directors at its annual meeting. Vacancies may be
filled or new offices created and filled by the Board of Directors. Each officer shall hold
office for a term of one year or until a successor is duly elected and qualified.
Section 3. Duties of Officers. The duties of the officers shall be as set forth below
and, in addition thereto, such further duties as may be designated from time to time by
the Board of Directors.
a. Chair. The Chair shall chair all meetings of the Corporation and of the Board
of Directors, appoint the chairpersons of all committees, and facilitate and
coordinate such other responsibilities as provided in the Corporation’s
Bylaws or as may be directed by the Board.
b. Vice-Chair. The Vice-Chair shall have such powers and perform such duties
as the Board of Directors may prescribe or as the Chair may delegate and
shall sit in the stead of the Chair in his/her absence.
c. Treasurer. The Treasurer shall serve as financial liaison of the Board of
Directors and, whenever deemed appropriate by the Board of Directors; shall
render an account of the financial condition of the Corporation, including
details of all transactions as may be required; and shall oversee all financial
matters of the Corporation on behalf of the Board of Directors.
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d. Secretary. The secretary shall do or oversee: the keeping of all the
Corporation’s documents and records; the keeping of the minutes of all
meetings of the Board of Directors and Executive Committee, including all
votes and resolutions adopted; the issuing of notices for meetings of the
Board of Directors; and the filing of all reports required by governmental
authorities.
e. Chief Executive Officer. The Chief Executive Officer shall direct and execute
all decisions of or programs adopted by the Board of Directors; shall serve as
the chief executive officer of the Corporation; and shall perform such other
duties as the Board may prescribe or authorize. The Chief Executive Officer
shall furnish the Board with an operating and financial report at each meeting
thereof. The Chief Executive Officer shall be appointed upon the majority
vote of the Board of Directors present at a duly constituted Board meeting
and shall serve at the pleasure of the Board of Directors.
f. Other Officers. The duties and terms of office of any other officer or assistant
officer appointed pursuant to Section 1 of this Article shall be specified by the
Board of Directors or by the Chair, if so authorized by the Board.
Section 4. Compensation of Officers. The Chief Executive Officer may be paid
such reasonable compensation as the Board of Directors may authorize and direct. No
other officer who is a member of the Board of Directors may receive any compensation,
except as reimbursement for actual disbursements expended on behalf of or in service
to the Corporation and according to policies authorized by the Board of Directors.
ARTICLE VI
Insurance and Bonding of Directors, Officers, and Others
The Corporation shall purchase and maintain insurance on behalf of any person
who is or was a director or officer against any liability asserted against such person and
incurred by such person in any such capacity or arising out of such person’s status as
such, whether or not the Corporation would have the power or obligation to indemnify
such person against such liability under this Article. The Corporation shall provide
blanket fidelity bonds for anyone who either handles or is responsible for funds held or
administered by the Corporation, whether or not they receive compensation for their
services.
The Corporation may purchase and maintain insurance on behalf of any person
who is or was an employee, agent, trustee, member of any duly constituted committee
of the board, or volunteer against any liability asserted against such person and
incurred by such person in any such capacity or arising out of such person’s status as
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such, whether or not the corporation would have the power or obligation to indemnify
such person against such liability under this Article.
ARTICLE VII
Indemnification
Any person who at any time serves or has served as a member of the Board of
Directors, officer, employee, agent or committee member of the Corporation, or in such
capacity at the request of the Corporation for any other corporation, partnership, joint
venture, trust, or other enterprise, shall have a right to be indemnified by the
Corporation to the fullest extent permitted by law against (a) reasonable expenses,
including attorneys’ fees, actually and necessarily incurred by that person in connection
with any threatened, pending, or completed action, suit, or proceedings, whether civil,
criminal, administrative, or investigative, and including any derivative action or
proceeding on behalf of the Corporation, seeking to hold that person liable by reason of
the fact that he/she is or was acting in such capacity, and (b) reasonable payments
made by that person in satisfaction of any judgment, money decree, fine, penalty, or
settlement for which he/she may have become liable in any such action, suit, or
proceeding. In no event, however, shall there be any indemnification when the
Corporation itself brings any of the above proceedings upon specific authorization of
the Board of Directors, unless the Board of Directors subsequently specifically
determines indemnification to be appropriate.
The Board of Directors of the Corporation shall take all such action as may be
necessary and appropriate to authorize the Corporation to pay the indemnification
required by this Bylaw, including without limitation, to the extent needed, making
good faith evaluation of the manner in which the claimant for indemnity acted and of
the reasonable amount of indemnity due.
The Board of Directors may advance expenses incurred by a director or officer in
defending any threatened, pending or completed action, suit, or proceeding in advance
of the final disposition as may be authorized by the Board of Directors in the specific
case upon receipt of an undertaking by or on behalf of the director or officer to repay
such amount. Subject to receipt of such undertaking, the Corporation shall make
reasonable periodic advances for expenses unless the Board of Directors shall
determine, based on the facts then known that indemnification is or will be precluded.
Any person who at any time after the adoption of this Bylaw serves or has served
in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to
be doing or to have done so in reliance upon, and as consideration for, the right of
indemnification provided herein. Such right shall inure to the benefit of the legal
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representatives of any such person and shall not be inclusive of any other rights to
which such person may be entitled apart from the provision of this Bylaw.
ARTICLE VIII
Contracts, Checks, Deposits, and Gifts
Section 1. Contracts. The Board of Directors may authorize any officer or officers,
agent or agents of the Corporation 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.
Section 2. Checks, Drafts, etc. All checks, drafts, or other orders for the payment
of money, notes, or other evidence 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. Except within the scope of the authority delegated by
resolutions adopted from time to time by the Board of Directors, no director, officer,
employee, or agent of this Corporation shall have any authority to borrow money on its
behalf, to pledge its credit, or to mortgage or pledge any property of this Corporation.
Section 3. Deposits. All funds of the Corporation shall be deposited to the credit
of the Corporation in such banks, trust companies, or other depositories as the Board of
Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation
any contribution, gift, or bequest for the general purposes or for any special purpose of
the Corporation.
ARTICLE IX
Books and Records
The Corporation shall keep correct and complete books and records of account,
minutes of the proceedings of its Board of Directors, and a record giving the names and
addresses of the directors at the registered or principal office. The books and records of
the Corporation may be inspected by any director or their agent or attorney in good
faith and for any proper purpose at any reasonable time and may make copies of the
records specified in N.C.G.S. §55A-16-02(b) or any replacement statute at his/her
expense provided the director delivers notice to the Corporation at least five (5)
business days before the date on which the director wishes to inspect and copy. Such
notice must state (a) the records or other information to be inspected and copied or
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otherwise provided by the Corporation and (b) the purpose for, and intended use of,
the information.
ARTICLE X
Seal
The corporate seal of the Corporation shall be circular in form and shall be
inscribed with the name of the Corporation.
ARTICLE XI
Conflicts of Interest
The Board of Directors shall maintain a Conflict of Interest Policy which must be
acknowledged and signed by each member of the Board of Directors annually.
The foregoing Amended and Restated Bylaws of Collective Impact in New
Hanover County, Inc. dated June 22, 2022 were adopted by the Board of Directors as the
Bylaws of this Corporation with immediate effect on June 22, 2022.
___________________________________
First & Last Name, Secretary
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7/11/2022Theresa Everett
Founding Board of Directors
Roster 2021 – 2022
Current Members Officer
Term of Office
Appointment Expiration
Davis Brannan
Executive Vice President, Global
Channels & APAC
nCino
–July 1, 2019 June 30, 2022
Avery Washington
Realtor
Coldwell Banker Sea Coast
Advantage
–July 1, 2019 June 30, 2022
Jeanine Minge
Associate Vice Chancellor for
Community Engagement
UNCW
–July 1, 2019 June 30 2022
Kate Groat
Director of Corporate
Philanthropy
Live Oak Bank
Vice Chair July 1, 2019 June 30, 2022
Girard Newkirk
Co-Founder & CEO
Genesis Block
–July 1, 2019 June 30, 2023
Lydia Newman
Executive Vice President and
Chief Administrative Officer
Community Care of North
Carolina
Chair July 1, 2019 June 30, 2023
Terri Everett
Community Advocate Secretary July 1, 2019 June 30, 2023
Joe Finley
Co-Founder
CastleBranch
Treasurer July 1, 2019 June 30, 2024
Dinesh Apte
Chief Commercial Officer
Wellth
–July 1, 2019 June 30, 2024
Charrise Hart
CEO
Ready for School, Ready for Life
–July 1, 2019 June 30, 2024
Meaghan Dennison (ex-officio)
CEO
Cape Fear Collective
–For duration of time as CEO
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Board Roster 2022 – 2023
Current Members Officer
Term of Office
Appointment Expiration
Girard Newkirk
Co-Founder & CEO
Genesis Block
–July 1, 2019 June 30, 2023
Lydia Newman
Executive Vice President and
Chief Administrative Officer
Community Care of North
Carolina
–July 1, 2019 June 30, 2023
Joe Finley
Co-Founder
CastleBranch
Treasurer July 1, 2019 June 30, 2023
Terri Everett
Community Advocate Vice Chair July 1, 2019 June 30, 2024
Dinesh Apte
Chief Commercial Officer
Wellth
–July 1, 2019 June 30, 2024
Charrise Hart
CEO
Ready for School, Ready for
Life
–July 1, 2019 June 30, 2024
Kate Groat
Director of Corporate
Philanthropy
Live Oak Bank
Chair First: July 1, 2019
Second: July 1, 2022
June 30, 2022
June 30, 2025
Sharm Brantley
Address
910-352-5782
–July 1, 2022 June 30, 2025
Chris Prentice
621 Tanbridge Rd
Wilmington, NC 28405
949-400-4811
Secretary July 1, 2022 June 30, 2025
Meaghan Dennison (ex-officio)
215 Kenwood Ave.
Wilmington, NC 28405
919-607-2417
–For duration of time as CEO
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