Bylaws of the

Youth Enrichment Services of West Virginia Inc.

ARTICLE I - NAME, PURPOSE

Section 1:         Name: The name of the organization shall be the Youth Enrichment Services of West Virginia Inc.

Section 2:         Purpose: Youth Enrichment Services of West Virginia Inc. is organized exclusively for charitable, scientific and educational purposes, specifically: the establishment and operation of The First Tee chapters; the establishment and operation of related facilities; the establishment and operation of a children’s museum; and to engage in other lawful activities as will contribute to the foregoing purposes.

ARTICLE II - MEMBERSHIP

Section 1:         Membership: The Corporation shall have no "members" within the meaning of the West Virginia Nonprofit Corporation Law.

          ARTICLE III - LIMITATIONS

Section 1:         Disbursements: No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any Director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation.

Section 2:         Lobbying: No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Section 3:         Guidance: Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.

Section 4:         Loaning of assets: The corporation shall not lend any of its assets to any officer or director of this corporation or guarantee to any person the payment of a loan by an officer or director of this corporation.

            ARTICLE IV - BOARD OF DIRECTORS

Section 1:         Board Role, Size, and Composition:  The Board is responsible for overall policy and delegates responsibility for day-to-day operations to the Executive Director and committees.  The Board shall have up to eleven, and no fewer than three, members.

Section 2:         Compensation and reimbursement:  Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Corporation’s business are allowed to be reimbursed with documentation and prior approval.  In addition, Directors serving the organization in any other capacity, such as staff, are allowed to receive compensation therefore.

Section 3:         Notice: An official board meeting requires that each board member have written notice postmarked at least two weeks in advance or e-mail notice sent two weeks in advance of the proposed date.

Section 4:         Meetings:  The Board shall meet at least quarterly, at an agreed upon time and place. Participation in meetings may be in person or through technological means such as teleconferencing.

Section 5:         Special Meetings:  Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board.

Section 6:         Terms: All board members, with the exception of two-thirds of the initial board, shall serve two year terms, but are eligible for re-election for up to five consecutive terms. One-third of the initial board will serve for an initial term of one year and one-third of the initial board will serve for an initial term of three year resulting in the election of one-third of the board every year.

Section 7:         Board Elections:  During the last quarter of each fiscal year, the board of directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.

Section 8:         Election Procedures: During the last quarter of each fiscal year the board of directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.

Section 9:         Quorum:  A quorum must be attended by at least fifty percent of the Board members before business can be transacted or motions made or passed.

Section 10:       Vacancies:  When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting.  These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. All vacancies will be filled only to the end of the particular Board member's term.

Section 11:       Resignation, Termination and Absences:  Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if he or she has three unexcused absences from Board meetings in a year.  A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 12:       Officers and Duties: There shall be four officers of the Board consisting of a Chair, Vice-Chair, Secretary, and Treasurer.  The officers shall be elected by the Board at the October Board Meeting for the following year. Their duties are as follows:

                        The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer.

                        The Vice-Chair will chair committees on special subjects as designated by the board and preside over Board meetings in the absence of the Chair.

                        The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.

                        The Treasurer shall make a report at each Board meeting.  Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

Section 13:       Conflict of interest: A contract or transaction between the Corporation and one or more of its Directors of officers or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are directors or officers, or have a financial interest, shall not be void or voidable solely for such reason, or solely because the Director or officer is present at or participates in the meeting of the Board which authorizes the contract or transaction is authorized, or solely because his, her, or their votes are counted for that purpose, if:

a.       the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors even though the disinterested directors are less than a quorum; or

b.      the contract or transaction is fair as to the Corporation as of the time that it is authorized, approved, or ratified by the Board.

Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board, which authorizes the contract or transaction.

            ARTICLE V - COMMITTEES

Section 1:         Committee formation: The Board may create committees as needed. There shall be two standing committees – Executive and Finance Committees.  The Board Chair appoints all committee chairs.  Committee chairs must be members of the Board.

Section 2:         Committee organization: The Committee Chair will be appointed by the Board Chair in accordance with the procedures set forth in Section 1 of this article and Section 11 of Article V. Each committee will keep regular minutes of its proceedings and report the same to the Board at each regularly scheduled meeting.

Section 3:         Term: Each non-standing committee shall serve at the pleasure of the Board.

Section 4:         Executive committee: The four officers serve as the members of the Executive Committee.  The Executive Committee shall review the performance of the Executive Director.  Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

Section 5:         Finance Committee:  The Treasurer is chair of the Finance Committee, which includes three other Board members.  The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members.  The Board must approve the budget, and all expenditures must be within the budget.  The Board or the Executive Committee must approve any major change in the budget.  The fiscal year shall be the calendar year.  Quarterly reports are required to be submitted to the Board showing income, expenditures and pending income.  The financial records of the Council are public information and shall be made available to the membership, Board members and the public.

            ARTICLE VI - DIRECTOR AND STAFF

Section 1:         Executive Director:  The Board hires The Executive Director.  The Executive Director has day-to-day responsibility for the organization, including carrying out the organization’s goals and Board policy.  The Executive Director will attend all Board meetings, report on the progress of the organization, answer questions of Board members and carry out the duties described in the job description.  The Board can designate other duties as necessary.

ARTICLE VII - INDEMNIFICATION

Section 1:         Indemnification: Every member of the Board of Directors, officer or employee of the Corporation may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for  negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. 

Section 2:         Scope: The indemnification, as authorized by this Article, shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statue, agreement, vote of disinterested Directors or otherwise, both as to action in an official capacity and as to action in any other capacity while holding such office. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall continue as to a person who has ceased to be a Director or an officer of the Corporation in respect of the proceedings pertaining to actions or failures to act occurring prior to such time, and shall inure to the benefits of the heirs, executors, and administrators of such person.

Section 3:         Reliance on provisions: Each person who shall act as a Director or officer of the Corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.

ARTICLE VIII - ADMINISTRATION

Section 1:         Fiscal Year:  of the Corporation shall be January 1 - December 31.

Section 2:         Checks, Drafts, Etc.: All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or 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 or of any committee to which such authority has been delegated by the Board.

Section 3:         Deposits and Accounts:  All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Corporation, to whom such power may from time to time be delegated by the Board.  For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any officer or agent of the Corporation to whom such power may be delegated by the Board.

Section 4:         Books and records: Correct books of account of the activities and transactions of the Corporation shall be kept at the office of the Corporation.  These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors. 

            ARTICLE IX - AMENDMENTS

Section 1:         These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors.  Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

These Bylaws were approved at a meeting of the Board of Directors of the Youth Enrichment Services of West Virginia Inc. on January 10, 2008.