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FFA

Bylaws of the FFA Foundation

ARTICLE I - Name

The name of the corporation shall be THE SOUTH CAROLINA FUTURE FARMERS OF AMERICA FOUNDATION, hereinafter referred to as the “Foundation” or the “Corporation.”

ARTICLE II - Purposes and Powers

  1. The purposes for which the Foundation is organized and operated are those set forth in its Petition for Incorporation, as from time to time amended. Namely, to be a supporting organization for The South Carolina Association of Future Farmers of America, an eleemosynary corporation (hereinafter referred to as the “Association”); to perform the functions of, to operate for the benefit of, or to carry out the purposes of the Association; and to be operated, supervised, and controlled by the Association. The Foundation is not formed for pecuniary or financial gain, and no part of the assets, income, or profit of the corporation is distributable to, or inures to the benefit of its directors or officers.
  2. As a supporting organization, the powers of the corporation shall be:
  3. To accept, hold, invest, reinvest, and administer any gifts, bequests, devises, benefits of trust (but not to act as trustee of any trust) and property of any sort, without limitation as to amount or value, and to use, disburse, or donate the income or principal thereof for the benefit of the Association, or to carry out the purposes of the Association.
  4. To give, convey, or assign any of its property outright, or upon lawful terms regarding the use thereof, to the Association or for the purposes of the Association.
  5. To the extent permitted by law, to exercise its rights, powers and privileges, to hold meetings of its Board of Directors, to have one or more offices, and to keep the books of the Foundation.
  6. To do any and all lawful acts and the things which may be necessary, useful, suitable, or proper for the furtherance, accomplishment, or attainment of any or all of the purposes or powers of the Foundation..

ARTICLE III - Basic Policies

      The following are basic policies of the Foundation:

  1. The Foundation shall be operated in harmony with the policies of the Association; and where the policies of the Foundation conflict with the policies of the Association, the policies of the Association shall control.
  2. The name of the Foundation or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest or for any purpose not appropriately related to promotion of the objectives of the Foundation.

ARTICLE IV - Officers

  1. The officers of the Foundation shall consist of a Chairman, a Secretary, and a Treasurer. Officers of the Foundation shall be elected from and by the Board of Directors of the Foundation, annually at the first meeting of the Board of Directors after July 1. Ex-Officio members of the Board shall not serve as officers.
  2. In case a vacancy occurs in the office of Chairman, Secretary, or Treasurer, a person shall be selected for the unexpired term by a majority vote of the Board of Directors, notice of such election haven been given.
  3. An individual may serve more than one term as an officer.

ARTICLE V - Duties of Officers

  1. The Chairman shall preside at all meetings of the Board of Directors at which he may be present; shall perform such other duties as may be prescribed in these bylaws or assigned to him by the Foundation or by the Board of Directors; and shall coordinate the work of the officers and committees of the Foundation in order that the purposes may be prompted.
  2. The Secretary shall record the minutes of all meetings of the Board of Directors and shall perform such other duties as may be delegated to him.
  3. The Treasurer shall have custody of all the funds of the Foundation; shall keep a full and accurate account of receipts and expenditures; and shall present a financial statement at every meeting of the Foundation and at other times when requested by a majority of the Board of Directors and shall make a full report at the annual meeting of the Board. The Treasurer shall be responsible for the maintenance of such books of account and records as conform to the requirement of the bylaws.

The Treasurer’s accounts shall be examined annually by an auditor, who, satisfied that the Treasurer’s annual report is correct, shall sign a statement of that fact at the end of the report. The audit shall occur within two months of the close of the fiscal year.

  1. All officers shall deliver to their successors all official material not later than ten days following the election of their successors.

ARTICLE VI

  1. The Board of Directors shall consist of the following persons whose terms as Directors will run concurrently with their offices on the Association’s Advisory Council or as otherwise stated:
  2. The four teachers who are members of the State Advisory Council of the Association. Their terms of office shall run concurrently with their offices in the Association.
  3. Two retired Agricultural Education Staff Members, a retired teacher of Agriculture, an active or retired Agricultural Teacher Educator and a person having special knowledge and experience in financial management affairs. These members shall be elected by the Board of Directors for a term of office of three years. An individual may serve more than one term as a member of the Board of Directors.
  4. The Student President of the Association – ex-officio.
  5. The State Advisor of the Association – ex-officio.
  6. The duties of the Board of Directors shall be:
  7. To transact all business necessary to achieve purposes of the Foundation;
  8. To approve all investments of the Foundation and all disbursements made by the Foundation;
  9. To present a report at the annual meeting of the South Carolina Association of Future Farmers of America;
  10. To appoint an auditor at least two weeks before the annual meeting of the Association to audit the Treasurer’s accounts;
  11. To prepare a budget for the fiscal year;
  12. To approve routine bills within the limits of the budget.
  13. Regular meetings of the Board of Directors shall be held semi-annually during the fiscal year, the time to be fixed by the Board at its first meeting of the year. A majority of the Board shall constitute a quorum. Special meetings of the Board of Directors may be called by the Chairman or by any three members of the Board.
The Board of Directors shall have the power to hire an investment advisor, executive director or person qualified to render competent administrative assistance in investing assets of the Foundation and executing other purposes for which the Foundation is organized as specified in Article II. Nothing in these bylaws shall prevent this person from serving as an officer of the Foundation.

Article VII - Seal

The Foundation seal shall be a seal of circular form having within its circumference the words: South Carolina Future Farmers of America Foundation.

Article VIII - Indemnification

All officers and directors of the Foundation shall be indemnified and held harmless by the Foundation from any liabilities, claims, demands, damages, actions, or causes of action resulting from the performance of their duties, except such liabilities, claims, demands, actions or causes of action as shall arise from willful and wanton acts.

Article IX - Amendments

These bylaws may be amended, repealed, or altered in whole or in part by a majority vote at any regular or special meeting of the Board of Directors of the Foundation.

Article X - Dissolution

In the event of dissolution, the residual assets of the South Carolina Future Farmers of America Foundation will be turned over to one or more organizations which themselves are exempt as organizations described in Section 501© (3) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future Internal Code, or the Federal, State or Local government for exclusive public purposes.

Article XI - Miscellaneous

The fiscal year of the Foundation shall begin on the first day of January and end on the thirty-first day of December of every year, except that the first fiscal year shall begin on the date of incorporation.

Signatures

(the original document was printed and signed as follows)

IN WITNESS WHEREOF, we, being all of the Directors of THE SOUTH CAROLINA FURTURE FARMERS OF AMERICA FOUNDATION, have hereunto set our hands and seals this seventh day of March, 1985. 

Hugh P. McClimon

Earl Frick, Jr.

P. Lloyd

Charles G. Moore

B. Earle

Frank Sandifer