ByLaws – SonShine Club

SonShine Club, Inc.

(a South Carolina nonprofit corporation)

BYLAWS

Rev 2

ARTICLE 1 – OFFICES; PURPOSES

Section 1.1 Business Office.

The initial principal office of SonShine Club Inc., hereinafter entitled (the “Corporation”) shall be located at 140 Metro Drive Spartanburg, South Carolina 29307.

The board of directors (the “Board”) may change the location of the principal office of the Corporation, which may, but is not required to be, in the State of South Carolina. The Corporation shall maintain at its principal office a copy of certain records, as specified in Section 33-31-1601 as amended from time to time, or any successor thereto, of the South Carolina Nonprofit Corporation Act of 1994, as amended, or successor thereto (the “Act”). The Corporation may have such other offices, either within or without the State of South Carolina, as the Board may designate or as the business of the Corporation may require.

Section 1.2 Registered Office; Registered Agent.

The registered office of the Corporation, required by Section 33-51-501, of the Act may be but need not be, identical with the principal office if the principal office is in the state of South Carolina, and the address of the registered office and the name of the registered agent may be changed from time to time. The registered office must have the same address as the registered agent as required by Section 33-51-501 of the Act.

Section 1.3 Purpose.

The purposes of the Corporation shall be to shine the love of Jesus Christ into the hearts and lives of special needs adults and their caregivers. We are a faith based organization whose primary goal is to bring our “friends,” if they choose, into a relationship with Jesus Christ and to help those who have already made that decision to grow in their relationship with Jesus Christ. Our secondary goal is to help our “friends” with life and social skills. We also want to give them the opportunity to give back to their community through service projects. It is also our desire to equip their caregivers with available resources and information needed to give our “friends the best care possible. We accomplish this through a weekly Saturday faith based day camp that includes bible study, singing, lunch, arts & crafts, games, community service projects and lots of FUN.

ARTICLE 2 – BOARD OF DIRECTORS

Section 2.1 General Powers.

The Corporate power, property, and affairs of the Corporation, except as otherwise provided by law, the Articles of Incorporation of the Corporation, as amended from time to time (the “Articles”) or these By-Laws, shall be vested in, exercised by, conducted, controlled, and managed by the Corporation’s Board of Directors (the “Board”).

Section 2.2 Composition and Tenure

The Board shall consist of not less than three (3) Directors, the initial three (3) Directors shall be increased to total seven (7), and the Board shall by resolution from time to time otherwise determine the number of Directors. The term of office of each Director shall be three (3) years, except that one of the initial Directors shall have initial terms of one (1) year and one of the initial Directors shall have initial terms of two (2) years, and the terms of the Directors shall be staggered so that approximately one-third (1/3) of those in office may be elected in any one year. Notwithstanding the foregoing, any Director shall serve until his or her successor is duly qualified and elected or until his or her earlier death, resignation or removal. A Director may elect to remain on the Board past the time limit with the approval of the majority of Directors.

Section 2.3 Election.

With the exception of the initial Board Directors who agree to serve, other Directors shall be elected by the vote of the Directors whose terms do not normally expire at that particular time.

Board nominations should be received during the meeting held in October. Newly-elected Board Members shall be notified in December and expected to begin serving in January.

Section 2.4 Compensation.

No Director shall be entitled, as a right, to compensation for attendance at meetings of the Board or for any other services rendered to the Corporation in his or her capacity as Director or as a member of any committee of the Board; provided, however, that the Board in its discretion may offer and pay reimbursement to any Director of expenses reasonably and necessarily incurred by him or her in the performance of his or her duties as Director, including attendance at meetings of the Board.

Section 2.5 Meetings and Notice.

The annual meeting of the Board shall be held each year for the purpose of electing officers and for considering such other business as may be specified in the notice of the meeting. Other regular meetings of the Board shall be held at least quarterly and from time to time as they are deemed necessary for the transaction of the Corporation’s business. All Board members are expected to participate in a minimum of two thirds (2/3) of the Board Meetings. Any member of the Board who fails to meet any attendance requirement are subject to removal per the discretion and vote of the Board according to section 2.10. All meetings shall be held at times and places that are generally convenient for the Directors, and the Board shall determine the time and place of regular meetings. Special meetings may be called by the Chairman, any Executive Director or any two Directors who give the Executive Director written notice of a desire to call a meeting. The time and place of any special meeting shall be determined by the Executive Director. No action may be taken at any properly noticed meeting except and until a quorum of the Board has been achieved. Prior to the calling of a vote on any proposed action, the Directors present at the meeting will strive for a consensus.

Section 2.6 Notice of Meetings.

Regular annual and quarterly meetings of the Board may not be held without notice. Notice of the time and place of any special meeting of the Board shall be personally served upon or telephoned to each Director by the Executive Director or someone authorized by the Executive Director. Notice shall be made either by mailing written notice of the meeting to each Director at his/her address as it then appears on the record of this Corporation at least ten (10) days before the meeting. Notice of the time and place of any meeting of the Board may be waived in writing, either before or after the holding of the meeting, which waiver shall be filed or entered upon the records of the meeting. Attendance of any Director at any meeting without protesting the lack of proper notice shall be deemed a waiver of the notice of the meeting.

Section 2.7 Quorum; Voting.

To constitute a quorum at any meeting of the Board, there shall be present not less than a majority of Directors and any Director present at the time any vote or any action of the Board is taken shall be entitled to cast one vote with respect to that matter, with the affirmative vote of a majority of Directors present being the act of the Board, unless applicable law, the Articles or Bylaws specify otherwise. Any Director may participate in any meeting of the Board or any committee of the Board through the use of any means of communication by which all Directors participating in the meeting may hear each other simultaneously during the meeting. A Director participating in a meeting by such means is deemed present in person at the meeting.

Section 2.8 Action Without a Meeting.

Any action which may be taken at a meeting of the Board may be taken without a meeting if authorized in writing signed by all of the Directors; provided, that such writing be filed with the Secretary of the Corporation and by him or her inserted into the permanent record or minutes relating to the meetings of the Board. Action taken without a meeting is effective when the last Director signs the consent, unless the consent specifies a different date. Action taken pursuant to this Section 2.7 has the effect of a meeting vote and may be described as such in any document.

Section 2.9 Vacancies.

A Director may resign at any time by delivering written notice to the Chairman or the Secretary. The notice may specify immediate resignation or a later date; if it is a later date, the Board may fill the vacancy before the effective date provided the successor does not take office until the effective date. Any vacancies shall be filled by a majority vote of the Directors present and constituting a quorum at any meeting of the Board, and vacancies so filled shall be to complete the unexpired term. If the Directors remaining in office constitute less than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the Directors remaining in office. No reduction of the authorized number of Directors shall have the effect of removing any Director from office prior to the expiration of the Director’s term in office.

Section 2.10 Removal of Directors.

Any member of the Board may be removed, with or without cause, by the affirmative vote of two-thirds (2/3) of the Directors then in office.

Section 2.11 Rights of Inspection.

Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and to inspect the physical properties of the Corporation for any purpose related to such person’s interest as a Director of the Corporation.

Section 2.12 Super Saturday Attendance Requirement

All members of the board are required to attend at least one (1) Super Saturday event per quarter to satisfy the annual requirement of four (4) Super Saturday events per year. Two (2) half-days per quarter are acceptable to meet the quarterly attendance requirement. A “half-day” is defined as a minimum of two and a half (2.5) hours per event.

ARTICLE 3 – COMMITTEES OF THE BOARD

Section 3.1 Creation of Committees of the Board

The Board may create standing or temporary committees with the duties assigned thereto by the Board.

ARTICLE 4 – OFFICERS

Section 4.1 Election of Officers.

The Corporation shall have a Chairman, Vice Chairman, Secretary, Treasurer, and an Executive Director. The Executive Director shall not be a Director of the Corporation but shall be a non-voting member of the Board. Any person can hold two offices. The officers shall be elected by the Board at its regular annual meeting, and shall unless otherwise provided by the Board hold office for one year or until their respective successors shall have been chosen. All officers are required to serve a minimum of one (1) year on the Board before being nominated to serve as an officer. All officers, other than the Executive Director, shall be volunteers who receive no salary or benefits other than reasonable costs and expenses incurred in connection with the conduct of the business of their offices.

Section 4.2 Chairman

The Chairman shall be the chief volunteer officer of the Corporation and shall sign all official documents or instruments of the Corporation, shall prepare agendas for Board meetings, and make reports to the Board.

Section 4.3 Vice-Chairman

The Vice Chairman, in absence or disability of the Chairman, shall serve as chief volunteer officer and perform duties that might be performed by the Chairman. The Vice Chairman shall have such powers and perform such duties as may be properly assigned to him either by the Board or delegated to him or her by the Chairman.

Section 4.4 Secretary

The Secretary shall keep minutes of all meetings, shall have custody of the books and records of the Corporation, except as they have been vested in the Treasurer or some other officer, shall perform such other duties as are incident to his or her office and shall have such other powers and perform such other duties as are properly required of him or her by the Board.

Section 4.5 Treasurer

The treasurer shall have oversight of all monies and securities of the corporation, which shall be deposited in the name of the corporation in such bank or banks as the Board designates. He or she shall oversee the disbursement of monies of the Corporation and payment of the just demands or as may be ordered by the Board, and shall render to the Board from time to time as may be required an account of all transactions of the Corporation and of the financial condition of the Corporation, shall perform such other duties as are incident to his or her office.

Section 4.6 Executive Director

The Executive Director shall be the chief executive officer of the Corporation and shall be responsible for the day-today administration of the business of the Corporation and for the implementation of any policy of the Corporation. He or she shall have such powers and duties as follows:

be responsible for implementing established policies in the operation of the Corporation;
provide reports on the overall activities of the Corporation as well as federal, state, and local developments that affect the operation of the Corporation at quarterly meetings of the Board;
organize the administrative functions of the Corporation, delegate duties, and establish formal means of accountability on the part of subordinates;
be responsible for selecting, employing, supervising, and discharging employees, and developing and implementing personnel policies, duties, and practices;
assist the Treasurer in annually reviewing and preparing an operating budget showing the expected receipts and expenditures, and supervise the business affairs of the Corporation to assure that funds are expended to the best possible advantage;
be responsible, with the assistance of designees of the Board, for developing fundraising opportunities, pursuing grants, speaking engagements for public awareness, and any such activity which promotes the purpose of the Corporation.
be responsibility to keep and maintain the checkbook, spend money within the budget set forth by the Board of Directors, and has the ability to make spending decisions up to $500 without board approval.

Section 4.7 Resignation and Removal of Officers.

Any officer may be removed from office by the Board at any time with or without cause. Any officer may resign at any time by delivering written notice of his or her resignation to the Corporation. A resignation is effective when delivered unless a future effective date is specified.

ARTICLE 5 – MISCELLANEOUS

Section 5.1 Dissolution; Distribution on Dissolution.

Dissolution must be approved by a vote of a majority of the Directors in office at time such transaction is approved.
Directors must receive seven days notice of any meeting at which dissolution of the Corporation will be voted on.
Any plan of dissolution shall indicate to whom the assets owned or held by the Corporation will be distributed after all creditors have been paid. No Director, officer or any other private individual shall be entitled to share in the distribution of any of the assets of the Corporation upon dissolution of the Corporation. Upon dissolution of the Corporation, the corporate assets shall be distributed to an entity qualified as exempt under Section 501(c)(3) and 170(c) of the Internal Revenue Code or the corresponding provision of any successor law, or to the U.S. Federal government, the State of South Carolina, a local government in the State of South Carolina or a division, department or agency of any of the foregoing as selected by the Board, to be used exclusively for public purposes.

Section 5.2 Records

The Corporation shall keep as permanent records minutes of all meetings of the Board, a record of all actions taken by the Board without a meeting, and a record of all actions taken by committees of the Board. The Corporation shall maintain appropriate accounting records. All records of the Corporation shall be maintained in written form or in form capable of conversion into written form within a reasonable time. The Corporation shall keep a copy of the following records at its principal office:

(a) its Articles or restated Articles, and all amendments currently in effect;

(b) its Bylaws or restated Bylaws and all amendments to them currently in effect;

(d) its most recent report of each type required to be filed by it with the South Carolina Secretary of State by the Act.

Section 5.3 Fiscal Year

The fiscal year shall be the calendar unless otherwise determined by the Board.

Section 5.4 Amendments

The By-Laws, in whole or in part, may be amended or repealed at a meeting of the Board by a majority vote of those Directors then in office provided notice of proposed amendments has been provided at least seven (7) days prior to such meeting, unless such notice is waived as permitted by these Bylaws.

Section 5.5 Interested Party Transactions

Any Director, officer or employee of the Corporation having an interest in any contract or other transaction presented to the Board for authorization, approval, or ratification shall make prompt, full, and frank disclosure of his or her interest to the Board prior to its action on such a contract or transaction. Such disclosure shall include any relevant material facts known to such person about the contract or transaction which may reasonably be construed to be in conflict with the Corporation’s interest. The Board shall thereupon determine, by majority vote, whether such disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor participate in the discussion or deliberations with respect to such contract or transaction (other than to present the information required to be disclosed by this Section 5.5 or respond to questions). For the purposes of this Section 5.5, by way of example and not by way of limitation, a person shall be deemed to have an interest in a contract or other transaction if he, she or a close relative is a party (or one of the parties) contracting or dealing with the Corporation, or is a director or officer or has a significant financial or influential interest in the entity contracting or dealing with the Corporation.

Section 5.6 Corporate Seal

The Board may adopt a corporate seal for the Corporation. If so adopted, the corporate seal, to be used in authenticating documents, shall contain the name of the Corporation or a successor name stated in an amendment to the Articles, and shall otherwise be in such form as the Board may determine.

Section 5.7 Representation of Securities in Other Entities

The Chairman and the Executive Director and any other officer or officers authorized by the Board, are each individually authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all shares or other voting securities of any other corporation, Limited Liability Company or other entity standing in the name of the Corporation. The authority granted herein may be exercised either by such officer in person or by any other person authorized to do so in proxy or by power of attorney duly executed by such officer.

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Secretary Date