Bylaws of the

CAROLINAS DISTRICT KIWANIS FOUNDATION, INC.

ARTICLE I

NOMENCLATURE

The Carolinas District Kiwanis Foundation. Inc. shall hereinafter be referred to as "The Foundation." Executive Committee shall mean the Executive Committee of The Foundation as hereinafter defined.

ARTICLE II

ADMINISTRATIVE AND FISCAL YEAR

The administrative and fiscal years of The Foundation shall coincide and shall commence on October 1 each year and end the following September 30.

ARTICLE III

MEMBERSHIP

Section 1: The membership of The Foundation shall consist of, and be limited to, the active, privileged, and senior members in good standing of Kiwanis Clubs which are members in good standing of the Carolinas District, Kiwanis International.

Section 2: Meetings.

a.       An annual business meeting of The Foundation shall be held during the annual convention of the Carolinas District of Kiwanis International. Proper notice of the time and place of this annual meeting shall be deemed to have been given to all members upon official publication of the notice of the time and place of the annual convention of the Carolinas District of Kiwanis International.

b. Special meetings may be held at the call of the President of The Foundation, by order of The Foundation Board of Directors or upon written petition signed by not fewer than twenty-five (25) members and submitted to the President of The Foundation. Notice of the time, place, and purpose of such meetings shall be given to the members in such manner as the President or the Board of Directors may order, but not fewer than ten (10) days prior to the date of the call meeting.

c. A quorum for the transaction of business shall be fifty (50) members.

d. Any meeting of The Foundation members may be recessed temporarily by the Presiding Officer.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. Membership. The Board of Directors shall consist of the Board of Trustees of the Carolinas District (Governor, Governor-Elect, Immediate Past Governor, Secretary, Treasurer - or Secretary/Treasurer, if one person holds both offices - and all Lieutenant Governors), plus the Executive Committee of The Foundation.

Section 2. Meeting. The Board of Directors shall meet annually at the District Convention. Other meetings may be called at the discretion of the President of The Foundation, or upon written petition to the President of The Foundation from not fewer than eleven (11) members of The Board of Directors. Notice of a called meeting shall be given to all members of the Board of Directors not fewer than ten (10) days prior to the date established for the special meeting.

Section 3. The Board of Directors is the governing body of The Foundation, except as to matters which by statute must be submitted to all members, and subject to rules and regulations as may be adopted by Kiwanis International.

Section 4. A quorum for the transaction of business shall consist of not fewer than half the total number the Board of Directors.

ARTICLE V

EXECUTIVE COMMITTEE

Section 1. Membership. The Executive Committee shall consist of nine members of The Foundation and shall be elected by the Board of Directors. No one person may sit simultaneously on the District Board of Trustees and on the Executive Committee of The Foundation.

Section 2. Ex Officio Member. The District Governor, at his/her discretion, may appoint one of its members as ex officio member of the Executive Committee. The ex officio member shall have privileges of the floor but without vote. Primary duty of the ex officio member shall be to act as liaison between the District Board of Trustees and the Executive Committee, for the purpose of improving lines of communications between these two bodies.

Section 3. Terms of Office. The term of office for each member of the Executive Committee, except the ex officio member, shall be three (3) years. The ex officio member shall serve at the pleasure of the District Governor during his/her tenure. Three members shall be elected to the Executive Committee each year for three-year terms. One member shall be elected each year from each of the three generally defined regions of the Carolinas District, namely Western North Carolina, South Carolina, and Eastern North Carolina. Term Limits are for two consecutive three-year terms, with exception of officers who maybe elected for an additional three-year term.

Section 4. Vacancy in Office. A vacancy on the Executive Committee shall be filled for the remainder of its unexpired term by the President with confirmation of the Executive Committee. The member elected to fill an unexpired term shall reside in the same general region (as defined above) of the District as did the member who caused the vacancy.

Section 5. Meetings. The Executive Committee shall meet at least once in each calendar quarter. The President of the Foundation may call additional meetings as he deems desirable. A quorum shall consist of a majority of the members of the Committee.

Section 6. Attendance, The President, at his/her discretion and with the approval of the Executive Committee, shall have authority to remove any Executive Committee member, and declare that seat vacant, by reason of that member's failure to attend three consecutive meetings of the Executive Committee.

Section 7. Duties and Powers. The Executive Committee shall have full authority and power to conduct any and all business and affairs of The Foundation, except matters concerning merger, consolidation or dissolution of The Foundation. The Executive Committee shall report a summary of its transactions since last annual report to the annual meeting of the Board of Directors. The Executive Committee may authorize and appoint committees or sub-committees to carry on the functions and to achieve the purposes of The Foundation.

ARTICLE VI

OFFICERS

Section 1. The officers of The Foundation shall include a president, vice president, secretary, treasurer, all other members of the Executive Committee of The Foundation, and such other officers, permanent or with limited duration, as the Board of Directors may designate. Only the offices of secretary and treasurer may be combined and held by one person.

Section 2. The term office of President, Vice President, Secretary, and Treasurer shall be one (1) year.

Section 3. Election of Officers.

a.  All officers, except members of the Executive Committee whose terms have not expired, shall be elected by the Board of Directors at its annual meeting and shall assume office on October I next.

b.       The President of The Foundation shall appoint a nominating committee of at least three (3) members, all of whom shall be members of the Board of Directors of The Foundation, and none of whom shall be incumbent office-holders of The Foundation subject to election or re-election.

Section 4. The President, Vice President, Secretary, and Treasurer shall be nominated and elected from among members of the Executive Committee.

Section 5. The officers shall perform such duties as are ordinarily and customarily incumbent upon their positions, and such other duties as may be determined by the Board of Directors. All checks and drafts shall be signed by either the President or the Treasurer of The Foundation.

Section 6. The President of the Foundation shall preside at all meetings of The Foundation, its Board of Directors, and the Executive Committee. In the absence of the President, the Vice President or a designated member of the Executive Committee shall preside.

Section 7. A vacancy in any office shall be filled for the unexpired portion of the term by the President with confirmation of the Executive Committee.

ARTICLE VII

AMENDMENTS TO BY-LAWS

Section 1. These By-Laws may be modified, altered, or amended by majority vote of the members of The Foundation present and voting at any membership meeting.

Section 2. Neither these bylaws nor any amendments thereto shall become effective until approved by Kiwanis International.

ARTICLE VIII

DISSOLUTION

In the event of the dissolution or winding up of this corporation, after paying or adequately providing for the debts or obligations of this corporation, the directors, or persons in charge of liquidation, shall grant, convey, assign and transfer the remaining assets of this corporation unto:

1.      A state, a territory, a possession of the United States, or any political subdivision of any of the foregoing; or to the United States or the District of Columbia, to be used exclusively for public purposes.

2. A corporation, trust, or community chest, fund or foundation:

a.       Created or organized in the United States or in any possession thereof, or under the law of the United States, any state or territory, the District of Columbia, or any possession of the United States;

b.   Organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals;

c.       No part of the net earnings of which inures to the benefit of any private shareholder or individual; and

d.   No substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation.

The assets transferred to any organization listed above shall be used within the United States, or any of its possessions, exclusively for the purposes specified in sub-paragraph (b).

No such organization listed above shall qualify for distribution unless such organization shall be an organization, association, fund, or foundation organized and operated exclusively for charitable, religious, scientific or educational purposes which is a tax-exempt, non-profit corporation under the United States Internal Revenue Code, and which is recognized as such by the United States Bureau of Internal Revenue.

If the corporation holds any assets in trust at the time of dissolution thereof, such assets shall be disposed of in such manner as may be directed by decree of the Superior Court in the county in which the dissolved corporation had its principal office, upon petition therefore by the Attorney General, or any person concerned in the liquidation.

These Bylaws adopted this 19th day of August, 1995.

Secretary

APPROVED                 September 19, 1995     Kiwanis lnternational