ARTICLE I - Statement of Purpose:
Section 1. The OneCall Foundation is a non-profit organization that provides
charitable contributions for the purpose of research, social awareness and relief for
victims and family members who have tremendous medical bills resulting from
extended hospital stays.
ARTICLE II - BOARD OF DIRECTORS
Section 1. General Authority. Except as otherwise provided by law, in the
Articles of Incorporation or in these Bylaws, the business and affairs of OneCall, Inc.
("the Corporation") shall be governed and all authority of the Corporation shall be
exercised under the direction of the Board of Directors (the "Board"). No director shall
be required to furnish any bond or surety for the faithful performance of his or her
Section 2. Compensation. The Board may authorize reimbursement to any
director of expenses necessarily incurred by him or her in the performance of his or her
duties as director. Any expense greater than $100.00 requires prior approval from the
board. A director may also receive compensation for his or her services to the
Corporation in a professional or other non-director capacity provided such services are
determined by the Board as not having a personal financial interest in the matter to be
reasonable and in the furtherance of the Corporation's purposes.
Section 3. Number and Qualifications of Directors. The number of Directors
shall be not less than two or more than thirteen. A natural person over age twenty-one
(21) shall be qualified to serve as a director (individually, a "Director," or collectively,
the "Directors"). The Board may from time to time change the number of Directors and
the qualifications of those persons eligible to serve as Directors of the Corporation;
provided, that the number of Directors be at least two.
Section 4. Term of Office/Election of Directors. The Board shall be entitled to
elect the Directors by a majority vote. Each Director shall hold office for a term of two
years and until his or her successor is duly elected and qualified or until his or her earlier
resignation, removal from office or death. All Directors shall be classified with respect
to the time they hold office into two classes, as nearly equal in number as possible
designated into Class I and Class II. The Directors first appointed to Class I shall hold
office for a term expiring at the end of fiscal year 2005/2006 (June 30, 2006) and the
Directors first appointed to Class II shall hold office for a term expiring at the end of
fiscal year 2006/2007 (June 30, 2007). No Director may serve more than two
consecutive terms. Directors shall be elected at the last meeting of the Board before the
end of the Corporation's fiscal year, or if such meeting is not held or Directors are not
elected thereat, at a special meeting of the Board called for that purpose.
Section 5. Resignation or Removal. Any Director may resign at any time by
notice in writing to the Board. A Director may be removed with or without cause by the
vote of two thirds (2/3) of the other members of the Board.
Section 6. Vacancies. A vacancy in any Director position may be temporarily
filled by a majority vote of the remaining Directors at a meeting of the Directors. Any
Director so elected shall hold office until his or her successor is duly elected and
qualified at the next meeting of the Board or until his or her earlier resignation, removal
from office or death.
Section 7. Committees. The Board may, from time to time, create committees to
assist in carrying out the Board's functions and may authorize the President to select the
members to serve on any such committees; however, any such committee to which any
authority of the Board is delegated shall consist of at least two Directors. Except as the
Board shall otherwise expressly provide, each such committee shall serve at the pleasure
of the Board, shall act only in the intervals between meetings of the Board and shall be
subject to the control and direction of the Board; provided, no third party shall be
adversely affected by relying upon any act of any such committee within the authority
delegated to it. Each such committee shall act by not less than a majority of the total
authorized number of its members.
ARTICLE III - MEETINGS OF THE DIRECTORS
Section 1. Time, Place and Notice. Periodic meetings of the Directors shall be
held on a monthly, bi-monthly, quarterly, semi-annual, annual or other intervals as
determined by the Board. Special meetings of the Board may be called by the President
or by one-third of the Directors then serving. Notice of the time and place of all
meetings shall be served upon each Director to whom such notice is not waived, given
either personally or by mail, telephone, telex, telegraph, facsimile, or similar medium of
communication (including e-mail), at least 48 hours prior to the time of such meeting.
No notice of the time or place of any meeting of Directors shall be required to be given
if waived by every Director entitled to receive notice by (a) his or her written waiver
filed with or entered upon the records of such meeting either before or after the meeting
or (b) his or her attendance at such meeting without protesting, prior to or at the
commencement of the meeting, the lack of proper notice.
Section 2. Quorum and Voting. Except with respect to the filling of a vacancy in
the Board, a majority of the total authorized number of Directors shall constitute a
quorum for the transaction of business at any meeting of the Directors.
Section 3. Written Action. Any action required or permitted to be taken at any
meeting of the Board or of any committee of the Board may be taken without a meeting
if all members of the Board or committee, as the case may be, are notified in writing of
the proposed action, and all of said members consent thereto in writing, and the writings
or writings are filed with the minutes or proceeds of the Board or committee.
Section 4. Participation in Meetings by Telephone Conference. Members of the
Board, or any committee designated by the Board, may participate in a meeting of the
Board, or any such committee, by means of telephone conference or similar means by
which all persons participating in the meeting can hear each other, and such participation
in a meeting will constitute presence in person at the meeting.
Section 5. Actions Conclusive. Whenever these Bylaws or the Corporation
contemplate that the Board shall take any action, such action will be taken in the sole
discretion of the Board and will be conclusive for all purposes.
ARTICLE IV - OFFICERS
Section 1. Titles and Elections. Except as follows, the officers of the
Corporation will be elected by the Board and will consist of a President, a Vice
President and a Secretary. Only directors of the Corporation may be officers of the
Corporation. The Board may also choose any one or more Vice Presidents, Assistant
Secretaries, Assistant Treasurers and such other officers as the Board may from time to
time determine. Any two or more offices may be held by the same person. Officers
shall be elected annually at the last meeting of the Board before the end of the then
current fiscal year, provided, that, any offices (other than the office of President) may be
left vacant from time to time as the Board may determine. In the case of the absence or
disability of any officer of the Corporation, or for any other reason deemed sufficient by
a majority of the Board, the Board may delegate the absent or disabled officer's powers
or duties to any other officer or to any Director.
Section 2. Succession. The officers of the Corporation will hold office until
their successors are elected and qualified. Any officer may be removed at any time (a)
by the affirmative vote of a majority of the Directors then serving or (b) with respect to
any officer other than the President, by the President. Any vacancy in any office of the
Corporation may be filled by the Board as provided in Section 1 of this Article.
Section 3. Authority and Duties. Each of the officers of the Corporation will
have such authority and will perform such duties as are customarily incident to their
respective offices, or as may be specified from time to time by the Board or by the
President as provided in Section 1 of this Article.
ARTICLE V - ADMINISTRATION OF FUNDS
Section 1. Board Authority. The Board shall have full authority with respect to
the direction of the acquisition, holding, management, control, investment and
disposition of the property of the Corporation, notwithstanding any rule of court or
statute now or hereafter in force to the contrary. The following enumeration of specific
powers of the Board shall not be deemed a limitation of the generality of the foregoing,
except as specifically so provided.
Section 2. Contributions. Gifts, donations and contributions of cash, securities
or other property from any source whatever, either outright or in trust, may be made to
and accepted by the Corporation to enable the Corporation to carry out its corporate
purposes. The Corporation may accept devises, bequests, gifts, donations and
contributions of property of any kind and may agree to administer the same in
accordance with any conditions which the testator or donor may impose, provided that
any conditions of any such devises, bequests, gifts, donations and contributions shall be
subject to the approval and acceptance of the Board and shall be consistent with and in
furtherance of the purposes and within the powers of the Corporation.
Section 3. Fund Raising Activities “It is the policy of the OneCALL foundation
Incorporated to help all individuals who request aid, even if the individual or family
does not take an active part in any of our fundraising activities. The support of an
individual or family will not depend on the fund-raising efforts of the individual of
family. We will make this policy clearly known to all recipients.
Section 4. The OneCALL foundation Incorporated will not participate in any
fund-raising program where there is any direct benefit to the individual who raises the
funds. We will adopt no system where an individual receives aid based on the amounts
raised specifically for them.
Section 5. It is the policy of the OneCALL Foundation Incorporated for every
fund-raising event to publicize, in advance of the event, the fair market value of the
benefit received in such a way that our contributors can clearly determine what portion
is deductible, and what portion is not.”
Section 6. Rights of Ownership. (A) The Board, notwithstanding any rule of
court or statute now or hereafter in force to the contrary, may authorize the Corporation
to: (1) retain and hold property of any kind given to the Corporation by will, deed, gift
or otherwise; (2) manage, control and exercise all rights of ownership with respect to
any funds or property or proceeds of the sale of property coming to the Corporation
from any source; (3) invest and reinvest the same in such loans, stocks, bonds, securities
or other property of any kind as they shall from time to time determine; and (4)
compromise, settle and adjust any claims on behalf of or against the Corporation arising
from or by reason of any devises, gifts, contributions or donations of property to the
Corporation, otherwise, on such terms and conditions and at such time or times as the
Board may decide.
(B) No person or entity, being or claiming to be a beneficiary of any of the purposes
of the Corporation, shall, as such, have or be given any claim or right of action against the
Corporation by reason thereof; nor shall any person have or be given at any time any authority to
bind or commit the Corporation to make any future advance, gift or contribution, to render any
assistance or to take any other action in the future in any manner whatever, excepting only such
engagements as shall be necessary or expedient for the proper fiscal management of the assets of
the Corporation. Any advance, gift or contribution made, assistance rendered or any other action
taken in furtherance of the purposes of the Corporation shall be made or done solely in the
exercise of the discretion of the person or persons duly authorized thereto and when so made or
done shall be and remain the voluntary act of the Corporation.
Section 7. Use of Funds. Any money or other property of the Corporation,
whether income or principal, shall be used or distributed by the Corporation in such
manner, at such time and to such persons or entities as the Board may determine from
time to time, including without limitation the following:
(a) For the payment of all charges and expenses which in the Board's opinion
are necessary for the proper care, management and preservation of the property of the
Corporation, including without limitation taxes, rental, clerical services, fees of attorneys,
accountants and other experts and reasonable compensation to any person or persons
whom the Board may deem it necessary or proper for the Corporation to employ.
(b) For the furtherance and accomplishment of the purposes for which the
Corporation is formed, as stated and subject to the limitations contained in its Articles of
Incorporation, at such time or times, in such amount or amounts and in such manner as
may be determined by the Board.
ARTICLE VI - PERSONAL LIABILITY OF DIRECTORS
Section 1. Directors' Personal Liability. No Director or former Director of the
Corporation shall be personally liable for monetary damages for any action taken, or any
failure to take any action, as a Director, except (1) for any appropriation, in violation of
such Director's duties, of any business opportunity of the Corporation, (2) for acts or
omissions which involve intentional misconduct or a knowing violation of law, (3) for
the types of liability set forth in Sections 14-3-860 through 14-3-864 of the Georgia
Nonprofit Corporation Code (dealing with "conflicting interest transactions"), or (4) for
any transaction from which the Director received an improper personal benefit. Nothing
in this section shall be construed to limit any protection provided under the Volunteer
Protection Act of 1997.
Section 2. Preservation of Rights. Any repeal or modification of this Article V
by the Corporation shall not adversely affect any right or protection existing at the time
of such repeal or modification to which any Director may be entitled under this Article
V. The rights conferred by this Article V shall continue as to any person who has ceased
to be a Director of the Corporation (including a former Director) and shall inure to the
benefit of the heirs, executors and administrators of such person.
ARTICLE VII - INDEMNIFICATION AND INSURANCE
Section 1. Indemnification. For purposes of this Article VI only, the terms
"Corporation," "party," "proceeding," "disinterested Director," "official capacity,"
"officer" and "Director" shall have the respective definitions set out in Section 14-3-850
of the Georgia Nonprofit Corporation Code.
The Corporation shall indemnify any person who was or is a party to a proceeding
because he or she is or was a Director against liability incurred in the proceeding if he or she
conducted himself or herself in good faith, and reasonably believed: in the case of conduct in his
or her official capacity, that his or her conduct was in the best interests of the Corporation; in all
other cases, that his or her conduct was at least not opposed to the best interests of the
Corporation; and, in the case of any criminal proceeding, he or she had no reasonable cause to
believe his or her conduct was unlawful. The termination of a proceeding by judgment, order,
settlement, conviction, or a plea of nolo contendere or its equivalent, is not, of itself,
determinative that the Director did not meet the standard of conduct set forth in the immediately
preceding sentence. No indemnification, however, shall be made in favor of any Director in
connection with a proceeding by or in the right of the Corporation (except for reasonable
expenses incurred in connection with the proceeding if it is determined that the Director has met
the relevant standard of conduct under this Section 1), or in connection with any proceeding with
respect to conduct for which the Director was adjudged liable on the basis that personal benefit
was improperly received by him or her, whether or not involving action in the Director's official
Section 2. Determination of Indemnification. Unless ordered by a court, the
Corporation shall not indemnify a Director under Section 1 of this Article unless
authorized in the specific case upon a determination that indemnification of the Director
is permissible in the circumstances because he or she has met the applicable standard of
conduct set forth in Section 1 of this Article.
The determination shall be made:
(a) if there are two or more disinterested Directors, by the Board of Directors
by a majority vote of all the disinterested Directors (a majority of whom shall for such
purpose constitute a quorum); or
(b) by a majority of the members of a committee of two or more disinterested
Directors appointed by such a vote; or
(c) by special legal counsel:
(A) selected in the manner described in paragraph (a) or (b) of this
Section 2; or
(B) if there are fewer than two disinterested Directors, selected by the
Board of Directors, in which selection Directors who do not qualify as
disinterested Directors may participate.
Authorization of indemnification or an obligation to indemnify and an evaluation as to
reasonableness of expenses shall be made in the same manner as the determination that
indemnification is permissible.
Section 3. Successful Defense. To the extent that a Director of the Corporation
has been successful, on the merits or otherwise, in defense of any proceeding to which
he or she was a party because he or she is or was a Director, he or she shall be
indemnified against reasonable expenses incurred by him or her in connection therewith.
Section 4. Intentionally Deleted.
Section 5. Insurance. The Corporation may purchase and maintain insurance on
behalf of an individual who is a Director, officer, employee, or agent of the Corporation
or who, while a Director, officer, employee, or agent of the Corporation, serves at the
Corporation's request as a Director, officer, partner, trustee, employee, or agent of
another domestic or foreign business or nonprofit corporation, partnership, joint venture,
trust, employee benefit plan, or other entity against liability asserted against or incurred
by the individual in that capacity or arising from the individual's status as a Director,
officer, employee, or agent, whether or not the Corporation would have power to
indemnify to the individual against the same liability under this Article.
Section 6. Survival of Indemnification Following Death or Termination. The
indemnification provided by or granted pursuant to this Article VI shall, unless
otherwise provided when authorized or ratified, continue as to a person who has ceased
to be a Director, officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such person.
Section 7. Indemnification of Officers, Employees and Agents. The Corporation
shall indemnify an officer of the Corporation who is a party to a proceeding because he
or she is an officer of the Corporation to the same extent as a Director; and if he or she is
not a Director (or if he or she is also a director if the sole basis on which he or she is
made a party to the proceeding is an act or omission solely as an officer), to such further
extent as may be provided by a resolution of the Board of Directors, or contract except
for liability arising out of conduct that constitutes: appropriation, in violation of his or
her duties, of any business opportunity of the Corporation; acts or omissions which
involve intentional misconduct or a knowing violation of law; the types of liability set
forth in Section 14-2-832 of the Georgia Business Corporation Code; or receipt of an
improper personal benefit. The Corporation shall also indemnify to an employee or
agent who is not a Director to the extent, consistent with public policy, that is provided
by this Article, or by general or specific action of the Board of Directors, or by contract.
ARTICLE VIII - MISCELLANEOUS
Section 1. Voting of Shares. Unless otherwise ordered by the Board, the
President in person or by proxy or proxies appointed by him or her shall have full power
and authority on behalf of the Corporation to vote, act and consent with respect to any
shares or other securities having voting rights issued by other corporations and which
the Corporation may own.
Section 2. Fiscal Year. The Corporation's fiscal year shall be determined by the
Section 3. Number and Gender. Unless the express language and context clearly
require otherwise, the singular shall include the plural and vice versa, and masculine,
feminine and neuter shall each include the others.
Section 4. Articles to Govern. In case any provision of these Bylaws shall be
inconsistent with the Corporation's Articles of Incorporation, the Articles of
Incorporation shall govern.
ARTICLE IX - AMENDMENT OF BYLAWS
These Bylaws may be amended or new Bylaws may be adopted by a vote of two-thirds
(2/3) of the Board of Directors.
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