National Comedy Foundation

Bylaws

National Comedy Foundation Bylaws
These Bylaws were adopted by a vote of the Board of Directors of the Foundation, ***** **th, 2013.

Article I

Purposes

National Comedy Foundation, (hereinafter referred to as the “Foundation”) has been formed for the purposes set forth in its certificate of incorporation. The purpose of the Foundation, as adopted by its Board of Directors, are: to develop, encourage, equip and inspire comedians for the purpose of enhancing the success of comedians, to educate the public as to the benefits of humor, to promote professionalism within the comedy industry and to work with organizations and agencies to create better policy, planning, design, and infrastructure for comedy.

The mission of the National Comedy Foundation is to develop, encourage, equip and inspire comedians for the purpose of enhancing the success of comedians. The NCF hopes to fosters the appreciation, enjoyment, understanding, and development of the Comedic Arts.

The Foundation is organized exclusively for charitable, educational, and scientific purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

The Foundation may achieve its mission through all methods not inconsistent with Missouri Not-for-Profit Foundation Law and not inconsistent with the requirements of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

The name of the Foundation, or the names of any of its officers and directors, shall not be used for any purpose not related to the policies of the Foundation, as determined by the Board of Directors.

The Foundation shall be non-commercial, non-sectarian, and non-partisan.

Article 2

Founder CEO

The Founder CEO office shall be held till retirement, death or resignation. The Founder CEO can not be vacated by vote. The Founder CEO shall be a permanent board member and have the same voting and decision making authority as all other board members.

Article 3

Board of Directors

Section 1. Powers and Number. The Board of Directors shall have the general power to control and manage the affairs and property of the Foundation in the accordance with the purposes and limitations set forth in the Certificate of incorporation, and the policies set forth in Article 1. The number of Directors constituting the entire Board shall consist of no more than ten directors and no fewer than three directors. Each director shall be at least eighteen years of age.

Section 2. Election and Term of office. The directors shall be elected to hold office for two-year terms; provided, however, that an alternate director elected to fill an unexpired term (whether resulting from the death, resignation or removal of a director or created by an increase in the number of directors) shall hold office until the next election of directors.

Up to six directors shall be elected at the annual meeting of the Board of Directors by a vote of a majority of the entire Board. Directors may be re-elected to any number of consecutive terms, but re-election shall only be upon a showing that each director has met the duties and responsibilities for directors in an exemplary manner.

Up to four directors shall be appointed by the Board of Directors of the National Comedy Foundation, at its sole discretion. Such appointments shall be communicated in writing by the Board of Directors of the National Comedy Foundation, to the Board of the Foundation.

Article 3, Sections 1 and 2 of these bylaws may not be changed, repealed, or amended without written approval of the Board of Directors of the National Comedy Foundation, as indicated in Article 11.

Section 3. Nominations. The Board of Directors shall consider potential nominees each year proposed by members of the Board and the Foundation’s staff. The Board of Directors may elect or re-elect some, all, or none of the nominees at the annual meeting of the Board.

Section 4. Alternate Board Members. At the annual meeting, the Board of Directors shall appoint a maximum of five nominees to be alternate members of the board of directors. Alternate board members are subject to the same eligibility requirements as directors.

Upon the death, resignation or removal of a director elected by the Board of Directors, the Board shall appoint an alternate director to fill the unexpired term until the expiration of that term.

Upon the death, resignation or removal of a director appointed by the Board of Directors of the National Comedy Foundation, the Board of the National Comedy Foundation shall appoint an alternate director to fill the unexpired term until the expiration of that term. Such appointments shall be communicated in writing by the Board of Directors of the National Comedy Foundation, to the board of the Foundation.

Article 3, Section 4 of these bylaws may not be changed, repealed, or amended without written approval of the Board of Directors of the National Comedy Foundation, as indicated in Article 11.

Section 5. Removal. Any director, excluding the Founder CEO, may be removed at any time for cause by a vote of two thirds of the entire Board at any regular meeting, or at any special meeting of the Board called for that purpose, provided that at least one week’s notice of the proposed action shall have been given to the entire Board of Directors then in office. A director who misses three consecutive meetings shall subject to review by the Board of Directors.

Any director or alternate of the Foundation may be removed at any time by a vote of the Board of Directors of the National Comedy Foundation Such vote shall be communicated in writing by the Board of Directors of the National Comedy Foundation, to the board of the Foundation.

This section, Article 3, Section 5, may not be changed, repealed, or amended without written approval of the Board of Directors of the National Comedy Foundation, as indicated in Article 11.

Section 6. Resignation. Any director may resign from the Board at any time. Such resignation shall be made in writing or orally to the President, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the president. No resignation shall discharge any accrued obligation or duty of a director.

Section 7. Vacancies and Newly Created Directorships. Any newly created directorships and any vacancies on the Board of Directors arising at any time and from any cause may be filled by an alternate director at any meeting of the Board of Directors by a vote of the majority of the directors then in office, regardless of their number, and the directors so elected shall serve until the next annual meeting.

Section 8. Meetings. Meetings of the Board of Directors may be held at any place within the United States as the Board may from time to time fix, or as shall be specified in the notice or waivers of notice thereof. The annual meeting of the Board shall be held at a time and place fixed by the Board and for this meeting only, a director must be physically present to vote. Other regular meetings of the Board may be held at the discretion of the Board. The number of regular meetings for the upcoming year shall be determined by the Board each year at the annual meeting. Special meetings of the Board shall be held whenever called by the President or by a majority of the Board of Directors.

Section 9. Notice of Meetings. Notice of the time and place of each regular, special or annual meeting of the Board, together with a written agenda stating all matters upon which action is proposed to be taken shall be sent by private message, email, facsimile, or postal mail to each director at his or her residence or usual place of business or at such other address as he or she designates, at least seven days before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be given personally or by telephone, no less than forty-eight hours before the time at which such meeting is to be held.

Section 10. Definition of Meeting. Directors of the Foundation live and work across the breadth of the State. Physically gathering at the same location at the same time can be difficult. Thus, a meeting is defined as any telecommunications, internet conferencing technology or physical gathering of directors, or combination thereof, of which proper notification (as defined above) has been provided, and in which the President and 50% of the entire Board participate. The exception, per above, is the annual meeting.

Section 11. Quorum and Voting. Unless greater proportion is required by law, 50% of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business, other than the removal of a director or employee of the Foundation. The Board shall attempt to resolve questions by consensus. Where a vote is required, only directors participating by telephone, tele-conference, or in person may vote.

Section 12. Duties and Responsibilities for Directors. Directors shall be responsible for promoting the purposes of the Foundation set forth in Article 1. Directors shall assist in raising funds for the Foundation, and shall also be actively involved in fulfilling such duties and responsibilities as are determined from time to time by a majority vote of the Board of Directors.

Section 13. Committees of the Board. The Board, by vote of a majority of the entire Board, may establish and appoint a Nominating Committee and any other standing committees that it deems appropriate. The President shall appoint the Chairperson of each existing committee at the annual meeting for a period of one year. The President shall appoint the Chairperson of any newly-created committee at the time it is established. The President may remove the Chairperson of any Committee at any time. Each Committee so appointed shall consist of two or more directors and shall have the authority delegated to it by vote of the Board, except that committees shall not be granted authority to the following matters:

1. the filling of vacancies on the Board or on any committee;

2. the amendment or repeal of the by-laws or the adoption of new by-laws;

3. the amendment or repeal of any resolution or vote of the Board.

Special committees may be appointed by the President with the consent of the Board and shall have only the powers specifically delegated to them by the Board. Members of the Foundation may be invited by the Chairperson of each Committee to serve on that Committee for one year.

Section 14. Compensation. Directors shall not receive any salary or compensation for their services as directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedures for approval and payment of such expenses.

Article 4

Officers, Employees and Agents

Section 1. Officers. The Officers of the Foundation shall be a President, Secretary, and Treasurer. Officers shall be members of the Board of Directors. One person may hold more than one office in the Foundation except that no one person may hold the offices of President and Secretary. No instrument required to be signed by more than one officer may be signed by one person in more than one capacity. The Board of Directors shall have the authority to elect such additional officers as it deems necessary.

Section 2. Election, Term of office and Removal. At the annual meeting of the Board of Directors, the Nominating Committee shall submit to the Board of Directors names of potential officers for election or re-election. The officers of the Foundation shall be elected for one-year terms at the annual meeting of the Board of Directors. Officers may be re-elected to any number of consecutive terms. Each officer shall assume his or her office immediately after the election, and continue in office until his or her successor shall have been elected and qualified, or his or her death, resignation or removal.

Section 3. Other Employees and Agents. The Board of Directors may from time to time appoint employees and agents it deems necessary. Each will serve at the pleasure of the Board of Directors and shall have such authority and perform such duties as the Board of Directors may determine, and shall be under written contract.

Section 4. Registered Agent. A Registered Agent shall be appointed by the Board to serve as the receiver of any legal correspondence and to renew annual Foundation status.

Section 5. Removal. Any officer, employees or agent of the Foundation may be removed with cause by a vote of 2/3rds of the entire Board.

Section 6. Vacancies. In case of any vacancy in any office, a successor to fill the unexpected portion of the term may be appointed by the President. Any officer so elected shall hold office until the next regular meeting scheduled for election of officers, and until his or her successor shall have been elected and qualified. In case a vacancy occurs in the office of the President, the Vice President, shall fill the office of the President until an election can be held at the next regular meeting of the Board of Directors.

Section 7. President: Powers and Duties. The President shall give notice of, and preside at, all meetings of the Board of Directors. The President shall give general supervision over the affairs of the Foundation, and shall keep the Board of Directors fully informed about the activities of the Foundation. He or she shall have the power to sign and execute in the name of the Foundation all contracts authorized either generally or specifically by the board. The President may delegate this authority to other officers or the paid staff with the permission of the board. The President shall also have such other powers and perform such other duties as the Board of Directors may prescribe.

Section 8.

[Reserved]

Section 9. Secretary: Powers and Duties. The Secretary shall keep the minutes of the annual meetings of the Board of Directors and perform such other duties as the Board may prescribe.

Section 10. Treasurer: Powers and Duties. The Treasurer shall have general oversight with respect to, and shall approve, the annual budget. The Treasurer shall also retain an independent auditor to conduct audit report, if required by law or requested by the Board of Directors. The Treasurer shall also have oversight responsibility for all financial matters (as the Board of Directors may prescribe).

Until the appointment of staff, the Treasurer shall assume the responsibilities detailed in this section. The Treasurer shall have custody of all the funds of the Foundation, and shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Foundation, and shall deposit or cause to be deposited all moneys, evidences of indebtedness and other valuable documents of the Foundation in the name and to the credit of the Foundation in such banks or depositories as the Board of Directors may designate. The Treasurer shall at all reasonable times exhibit the books and accounts to any officer or director of the Foundation, and shall perform all such other duties as the Board may from time to time prescribe. At the annual meeting of the Board of Directors, the Treasurer or staff so designated by the board shall present a report showing in appropriate detail:

(1) the assets and liabilities of the Foundation as of a twelve month fiscal period terminating not more than six months prior to the meeting;

(2) the principal changes in assets and liabilities during that fiscal period;

(3) the revenues or receipts of the Foundation, both general and restricted to particular purposes, the Foundation, for that fiscal period; and

(4) the expenses or disbursements of the Foundation, for both general and restricted purposes, during said fiscal period. The report shall be filed with the minutes of the annual meeting of the Board.

Section 11. Delegation of Powers. To the full extent allowed by law, the Board of Directors may delegate to any employee or agent any powers possessed by the Board of Directors and may prescribe their respective title, terms of office, authorities and duties. The President may delegate to the staff the power to sign and execute alone in the name of the Foundation all contracts authorized generally or specifically by the Board, unless the Board shall specifically require an additional signature.

Section 12. Compensation. The staff and other employees or agents of the Foundation may receive a reasonable salary or other reasonable compensation for services rendered to the Foundation when authorized by a majority vote of the Board of Directors. The officers may receive a reasonable salary or other reasonable compensation for services rendered to the Foundation when authorized by a majority vote of the Board of Directors. Such authorization may prescribe procedures for approval and payment of such expenses.

Article 5

Contracts, Checks, Bank Accounts And Investments.

Section 1. Checks, Notes and Contracts. The Board of Directors is authorized to select the Banks or depositories it deems proper for the funds of the Foundation. The Board of Directors shall determine who shall be authorized in the Foundation’s behalf to sign checks, notes, drafts, acceptances, bills of exchange and other orders or obligations for the payment other documents and instruments.

Section 2. Investments. The funds of the Foundation may be retained in whole or in part in cash or be invested and reinvested as the Board of Directors may deem desirable.

Article 6

Office And Books

Section 1. Office. The principle office of the Foundation shall be located in the state of Missouri. A complete record of the Foundation’s financial and programmatic activities as described in Art. 6 Sec. 2. must be available to the public at an office of the Foundation or one of its member groups.

Section 2. Books. There shall be kept at the principal office of the Foundation correct and complete books of account of the activities and transactions of the Foundation; a minute book, which shall contain a copy of the certificate of incorporation, a copy of these by-laws, and all minutes of meetings of the Board of Directors and any committee thereof; and a current list or record containing the names and addresses of all directors and officers of the Foundation.

Article 7

Fiscal Year

The fiscal year of the Foundation shall commence January 1st and end December 31st.

Article 8

Corporate Seal

The seal of the Foundation shall contain the words “National Comedy Foundation” or similar expression, of a design approved by the Board of Directors.

Article 9

Indemnification

The Foundation may to the fullest extent now or hereafter permitted by and in accordance with the standards and procedures provided by Missouri Not-for-profit Foundation Law and any amendments thereto, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Foundation, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees. The Foundation is authorized to purchase and maintain insurance for the indemnification of itself and its directors, officers, employees, and agents.

Article 10

Conflict of Interest Policy

No member of the Foundation’s Board of Directors, or any of its Committees, shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation with the Foundation. Each individual shall disclose to the Foundation any personal interest which he or she may have in any matter pending before the Foundation and shall refrain from participation in any decision on such matter.

Any member of the Foundation’s Board, any Committee or Staff who is an officer, board member, a committee member or staff member of any entity doing business with the Foundation shall identify his or her affiliation with such agency or agencies; further, in connection with business decision or board action specifically directed to that agency, he/she shall not participate in the decision affecting that agency and the decision must be made and/or ratified by the full board.

Any member of the Foundation’s Board or any Committee, staff member or contractor shall refrain from obtaining any list Foundation members or contacts for personal or private solicitation purposes at any time during the term of their affiliation.

Article 11

Amendments

These by-laws may be amended or repealed at any meeting of the Board of Directors by a vote of two-thirds of those eligible to vote.

Certain articles and sections of these bylaws, as indicated above, may not be changed, repealed, or amended without written approval of the Board of Directors of the National Comedy Foundation The written approval shall be granted only by a vote of two-thirds of those members of the board of the National Comedy Foundation, eligible to vote.

Adoption of this set of By-laws completely supersedes all prior By-laws and Amendments.

Statement of Non-discrimination

No person is excluded from services because of race, color, religion, sex, or national origin or disability.
There is no segregation of persons served on the basis of race, color, religion, or national origin or disability.
There is no discrimination on the basis of race, color, religion, sex, national origin or disability with regard to hiring, assignment, promotion or other conditions of staff employment.
There is no discrimination on the basis of race, color, religion, sex national origin or disability in membership on the agency’s governing body.