The Sophronismics Foundation

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BYLAWS OF THE SOPHRONISMICS FOUNDATION

ARTICLE I - NAME AND PURPOSE
Section 1: Name. The name of the organization shall be The Sophronismics Foundation.
Section 2: Purpose. The Sophronismics Foundation is organized exclusively for charitable, scientific and educational purposes, more specifically to promote, encourage, initiate, and sustain programs for the public good in the areas of education, children's benefits, and international goodwill and understanding; to wit, by the dissemination of information, by programs which provide free tutoring and mentoring services, wilderness programs, drug awareness programs, afterschool programs, crisis programs, educational programs, recreational programs, and other activities and programs aimed at children and youth, especially those who are considered to be "at risk"; by educational programs which foster international goodwill and understanding, and by other activities and programs as may be devised and which are compatible with the stated aims of the Foundation and with the requirements of its non-profit and tax-exempt status.

ARTICLE II - MEMBERSHIP
Section 1: Membership. Membership shall consist only of the members of the board of directors.

ARTICLE III - OFFICES
Section 1: Registered Office and Registered Agent. The registered office of the corporation shall be located in the State of Tennessee at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law. The registered agent shall have a business office identical with such registered office
Section 2: Other Offices. The corporation may have other offices within or outside the State of Tennessee at such place or places as the Board of Directors may from time to time determine.

ARTICLE IV - MEETINGS AND FISCAL YEAR
Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.
Section 2: Regular meetings. The Board shall meet at least quarterly, at an agreed upon time and place.
Section 3: Special Meetings. Special meetings may be called by the President or the Executive Committee.
Section 4: Notice. Notice of each meeting shall be given to each director and officer, by mail, not less than ten days before the meeting.
Section 5: Quorum. A quorum must be attended by at least 50 percent of the Board members before business can be transacted or motions made or passed.
Section 6: Fiscal Year. The corporation's fiscal year shall be from January 1st through December 31st.

ARTICLE V - BOARD OF DIRECTORS
Section 1: Board Role and Size. The management of all the affairs, property, and interests of the corporation shall be vested in a Board of Directors consisting of not more than 5 and not fewer than the number of members required by law. The number of directors may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.
Section 2: Remuneration. No stated salary shall be paid directors, as such, for their service, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of such Board; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
Section 3: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.
Section 4: Terms. All Board members shall serve one year terms, but are eligible for re-election.
Section 5: 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 send out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 6: 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.

ARTICLE VI - OFFICERS
Section 1 Designations. The officers of the corporation shall be a President, one or more Vice Presidents (one or more of whom may be Executive Vice Presidents), a Secretary and a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the Board may designate. All officers shall be elected for terms of one year by the Board of Directors. Such officers shall hold office until their successors are elected and qualified. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 2: The President. The President shall preside at all meetings of the Board of Directors, shall have general supervision of the affairs of the corporation, and shall perform such other duties as are incident to the office or are properly required of the President by the Board of Directors.
Section 3: Vice Presidents. During the absence or disability of the President, the Executive Vice Presidents, if any, or any of the Vice Presidents in the order designated by the Board of Directors, shall exercise all the functions of the President. Each Vice President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors.
Section 4: Secretary and Assistant Secretaries. The Secretary shall issue notices for all meetings, except for notices of special meetings of the Board of Directors which are called by the requisite number of directors, shall keep minutes of all meetings, shall have charge of the seal (if any) and the corporate books, and shall make such reports and perform such other duties as are incident to the office, or are properly required of the Secretary by the Board of Directors. The Assistant Secretary, or Assistant Secretaries, in the order designated by the Board of Directors, shall perform all of the duties of the Secretary, and at other times may perform such duties as are directed by the President or the Board of Directors.
Section 5: The Treasurer. The Treasurer shall have the custody of all monies and securities of the corporation and shall keep regular books of account. The Treasurer shall disburse the funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Board of Directors (taking proper vouchers for such disbursements) and shall render to the Board of Directors from time to time as may be required, an account of all transactions undertaken as Treasurer and of the financial condition of the corporation. The Treasurer shall perform such other duties as are incident to the office or are properly required by the Board of Directors. The Assistant Treasurer, or Assistant Treasurers, in the order designated by the Board of Directors, shall perform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at other times may perform such other duties as are directed by the President or the Board of Directors.
Section 6: Executive Director. The Board may select an Executive Director from members of the Board of Directors who shall be responsible for the administration and conduct of the business and affairs of the corporation pursuant to guidelines established by the Board. The Executive Director shall have full authority for direction of the employees of the corporation, if any.
Section 7: Delegation. If any officer of the corporation is absent or unable to act and no other person is authorized to act in such officer's place by the provisions of these Bylaws, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or any other person it may select.
Section 8 : Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.
Section 9: Other Officers. The Board of Directors may appoint such other officers or agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors
Section 10: Term - Removal. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

ARTICLE VII - COMMITTEES
Section 1: The Board may create committees as needed.
Section 2: The officers serve as the members of the Executive Committee. The President is chair of the Executive Committee. 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 3: Finance Committee. The Treasurer is chair of the Finance Committee. The financial records of the organization are public information and shall be made available to Board members, officers and the public.

ARTICLE VIII - ADVISORY BOARD
Section 1: Number. The advisory board shall consist of twelve members, chosen by the members of the Board of Directors.
Section 2: Duties. The members of the advisory board may attend any and all meetings, including committee meetings, may advise or offer suggestions, whether in person or in print or via other media.
Section 3: Voting Privileges. The members of the advisory board do not have voting privileges.

ARTICLE IX - LIABILITY AND INDEMNIFICATION
Section 1: Liability. No officer or director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the officers or directors be subject to the payment of the debts or obligations of this corporation.
Section 2: Indemnification. The corporation shall indemnify its officers, directors, employees and agents to the greatest extent permitted by law for any transaction in which they are engaged as a direct result of their association with the corporation.

ARTICLE X - BOOKS AND RECORDS.
Section 1: The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors; and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its directors, giving the names and addresses of all directors.

ARTICLE XI - CONFLICT OF INTEREST
Section1: Definitions. For purposes of this Article "conflicting interest" means the interest a director or officer has respecting a transaction effected or proposed to be effected by the corporation or any other entity in which the corporation has a controlling interest if the director or officer knows at the time the corporation takes action that the director or officer or a related person is a party to the transaction or has a significant beneficial financial interest in or so closely linked to the transaction that a reasonable person would expect the interest to influence the director's or officer's judgment if the director or officer were called upon to vote on the transaction.

Section 2: Action(s). No director or officer shall vote or take part in any vote in which he or she has a conflict of interest. Any and all directors and officers shall make known to the Board of Directors any conflict of interest which they may have or suspect in any proposed transaction.

ARTICLE XII - AMENDMENTS
Section 1: The Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of this corporation; provided that the Board will not approve any such alteration, amendment, or repeal that would adversely impact the rights of any class of directors unless such alteration, amendment, or repeal shall first have received the approval of two-thirds (2/3) of the directors of such class.

The Sophronismics Foundation is incorporated as a non-profit organizationunder the laws of the state of Tennessee, and qualifies as a tax-exempt organization under the provisions of Section 501(c)(3)of the United States Internal Revenue Code. Copyright 2001, The Sophronismics Foundation. For more information E-Mail Us Here.