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By Laws

BY-LAWS
OF
BUCCANEER FOOTBALL & FRIENDS FOUNDATION, INC.


ARTICLE I
OFFICES

The initial principal office of the Foundation shall be located at 3376 Greenwood Drive in Johnson City, Tennessee. The initial principal office is located in Washington County. Tennessee. The Foundation may have such other offices, either within or without the State of Tennessee, as the Board of Directors (also sometimes referred to herein as the Board) may determine from time to time to be needed.

ARTICLE II
MEMBERS
  1. Members. The Foundation shall have no members.


ARTICLE III
BOARD OF DIRECTORS
  1. General Powers. The Board of Directors shall maintain day to day management and control over the activities of the Foundation. Directors need not be residents of the State of Tennessee.

  2. Number. The Board of Directors of the Foundation shall consist of not less than five (5) but not more than seventy-five (75) persons.

  3. Authority. The Board of Directors, whether the initial Board or any Board thereafter elected, shall have the day to day management and supervision and control of the business and property of the Foundation, subject to oversight by the Advisory Board. The Board of Directors may, in their discretion, appoint an Executive Committee from the ranks of their membership for the purpose of conducting day to day business of the Foundation. If such an Executive Committee is appointed by majority vote of the Board of Directors, their actions shall have the same force and effect as having been adopted by the entire Board of Directors.

  4. Election. After the initial Board of Directors shall have been elected or appointed by the Incorporator, new members of the Board of Directors shall be elected by the members of the Board of Directors then serving. Any person elected to membership on the Board of Directors shall hold office until the next annual meeting of the Board of Directors and thereafter until the election and qualification of their successor, unless their appointment is terminated as otherwise provided herein. Directors may succeed themselves and serve as many terms as they are elected to serve. Directors shall be elected by secret ballot at the annual meeting of the Board of Directors and those individuals receiving the largest plurality of the votes cast shall be elected as members of the Board of Directors. Each director shall be entitled to cast as many ballots as there are members of the Board of Directors to be elected.

  5. Resignation. Any director may resign at any time by giving written notice of such resignation to the Board of Directors.

  6. Vacancies. Any vacancy in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled for the unexpired portion of the current term by the directors then serving, although less than a quorum. Any director so elected by the Board of Directors shall hold office until the next succeeding annual meeting of the Board and until the election and qualification of his successor.

  7. Annual meetings. An annual meeting of the Board of Directors shall be held in the month of June of each year. At the annual meeting, the directors then serving shall elect their successors. The secretary shall provide to each member of the Board of Directors a written notice stating the date, place and time of the holding of the annual meeting which notice shall be given not less than thirty (30) days prior to the holding of the annual meeting. A director who is unable to attend the annual meeting may appoint a proxy to cast his vote for the purpose of the election of the new Board of Directors but no proxy shall be valid for any other purpose. Any proxy shall be in writing and shall be given to the secretary of the Foundation at or prior to the holding of the annual meeting. No proxy shall be valid if executed more than thirty (30) days prior to the holding of the annual meeting of the Board of Directors.

  8. Regular meetings. If possible, a regular meeting of the Board of Directors shall be held in each month other than during the month in which the annual meeting is held. At the first regular meeting of the Board of Directors held after the annual meeting, those persons elected as members of the Board of Directors shall elect the officers of the Foundation. Officers may be elected by either secret ballot or by open vote. Notice of each regular meeting of the Board of Directors shall be given by the secretary of the Foundation not less than ten (10) days prior to the date that such regular meeting shall be held. Notices shall be given in writing and shall specify the date, place and time at which the regular meeting will be held. In lieu of written notice, the date, place and time for any succeeding regular or annual meeting may be adopted by a resolution at any regular meeting of the Board which shall have been otherwise convened pursuant to the notice requirements.

  9. Special meetings. Special meetings of the Board of Directors may be called by the president of the Foundation and must be called upon the written request of any two members of the Board of Directors. Notice of the holding of any special meeting shall be given in writing at least three (3) days prior to the holding of any such meeting.

  10. Waiver of notice. Notice of the holding of any meeting may be waived. Waiver of any notice shall be evidenced by the signature of the director who shall so agree. At any meeting properly convened, any business may be transacted. If a director shall be present at the meeting, even through notice of same may not have been properly given, the presence of such director shall constitute a waiver of notice of the holding of such meeting unless such director shall attend the meeting for the sole purpose of objecting to the holding of such meeting.

  11. Chairman. The Board of Directors shall have a chairman, who may also serve as President. The Chairman shall be elected by the majority vote of all the then elected and serving members of the Board of Directors. The Chairman of the Board, once elected, shall serve until the annual meeting of the Board which shall next follow. If no person shall be elected as Chairman of the Board, the person holding the office of President shall act as chairman. If a Chairman of the Board shall not be elected, the President of the Foundation shall serve in his absence. At any meeting of the Board where neither the Chairman nor the President shall be present, a chairman may be chosen by the directors present but such election shall be only for the purpose of such meeting and for no other purpose or purposes.

  12. Quorum. At all meetings of the Board of Directors, a majority of the directors then serving shall be sufficient to constitute a quorum for the transaction of any business and the act of a majority of the directors present at any meeting at which there is a quorum, except where otherwise provided, shall be the act of the Board of Directors. If any meeting shall be held at which there is less than a quorum of directors present, if such meeting shall have been properly convened by notice, a majority of those present may adjourn the meeting to any future date or time without requirement of further notice to any absent director.

  13. Compensation. Directors shall not receive any salary or other compensation for serving in such capacity but any director may be compensated for rendering unusual or exceptional services to the Foundation but only in an amount appropriate to the value of such services.

  14. Powers. Except as is otherwise provided herein, all the corporate powers of The Buccaneer Football & Friends Foundation shall be vested in the Board of Directors. The Board of Directors may, by resolution, delegate to committees, or to the officers of the Foundation, such powers as they may deem proper. Any such delegation of powers shall be strictly construed and, unless otherwise provided, shall expire upon the accomplishment of the purpose thereof.

  15. Term. Each director shall be elected for a term of three (3) years which term shall commence on the first day following the annual meeting of the Board of Directors. Any director elected shall hold office until their successor shall have been elected and duly qualified even though for a term of more than three (3) years. Notwithstanding the foregoing, the Board of Directors may elect persons to hold office for less than three (3) years to permit a staggering or rotation of the membership of the Board.


ARTICLE IV
ADVISORY BOARD
  1. Advisory Board. The Board of Directors shall elect an Advisory Board, consisting of at least five (5) but not more than twenty (20) persons unless and until the Articles of the Foundation are changed. A person may be elected to serve on both the Board of Directors and the Advisory Board. The powers of the Advisory Board shall be to act as the liaison to East Tennessee State University Task Force, to provide general oversight of the Foundation, to assist in developing a funding plan for the Foundation and to assist the Board of Directors in implementing strategies and goals of the Foundation.

  2. Decisions. A vacancy in the Advisory Board, including a vacancy created by an increase in the number of members of the Advisory Board, may be filled for the unexpired portion of the current term by the Advisory Board members then serving, although less than a quorum. Any person so elected by the Advisory Board shall hold office until the next succeeding annual meeting of the Board of Directors and the election and qualification of their successor.

  3. Quorum. At all meetings of the Advisory Board, a majority of the directors then serving shall be sufficient to constitute a quorum for the transaction of any business and the act of a majority of the directors present at any meeting at which there is a quorum, except where otherwise provided, shall be the act of the Advisory Board. If any meeting shall be held at which there is less than a quorum of Advisory Board members present, if such meeting shall have been properly convened by notice, a majority of those present may adjourn the meeting to any future date or time.



ARTICLE V
OFFICERS
  1. Officers. The officers of the Foundation shall be the president, one or more vice-presidents, a secretary, and a treasurer and a person designated as general counsel. The Board may from time to time create other offices with such powers and duties as shall not be inconsistent with these by-laws. Any offices may be combined and held by the same person except that no person shall serve as both president and secretary of the Foundation or as both president and vice-president of the Foundation.

  2. Election, term of office, and qualifications. The officers of the Foundation shall be elected annually by the Board of Directors at their first regular meeting held after the annual meeting. Each officer shall be elected for a term of one (1) year which shall commence on the first day of July of each year and end on the 30th day of June next following. An officer's term shall, however, extend until their successor shall have been duly elected and qualified or until they shall otherwise be removed from office by their voluntary act, action of the Board of Directors (which right to remove any officer of the Foundation is expressed reserved to the Board of Directors) or by their death.

  3. Vacancies. If any office of the Foundation shall become vacant whether by reason of death, resignation, retirement, disqualification, or any other cause, the Board of Directors shall have the right, at any meeting thereafter, to elect a successor to serve for their unexpired term.

  4. President. The President shall preside at all meetings of the Board of Directors unless a Chairman of the Board shall be elected. He shall have general charge and supervision of the affairs of the Foundation and shall perform such other duties as may be assigned to him by the Board of Directors.

  5. Vice President. The vice president (or if there shall be more than one vice-president, then the first vice-president) shall, at the request of the president or in the event of the absence or disability of the president, perform the duties and possess the powers of the president of the Foundation. The vice-president, or each vice-president if there be more than one, shall have such duties and powers as the Board of Directors may from time to time determine.

  6. Secretary. The secretary shall have charge of the books, documents and papers of the Foundation and shall have custody of the corporate seal if any be adopted. He shall attend and keep the minutes of all meetings of the Board of Directors. He shall keep a record of the Board of Directors including the names of its members which shall show their place of residence and the number of successive terms which such director has served. The books of the Foundation shall be opened for inspection to any member of the Board of Directors and when otherwise required by law. The secretary may further attest to the authority of any other officer of the Foundation and the execution of any contract or other agreement when such execution has been authorized by the Board of Directors. The secretary shall, in general, perform all the other duties incident to the office of secretary but shall be subject to the control of the Board of Directors at all times.

  7. Treasurer. The treasurer shall have custody of all funds, property, and securities of the Foundation, subject to such rules and regulations as may be imposed by the Board of Directors. The treasurer may be required to give bond for the faithful performance of his duties when so requested by the Board of Directors, such bond to be in such sum and with such sureties as the Board may from time to time require. When necessary and appropriate, the treasurer may endorse on behalf of the Foundation for collection all checks, notes and other obligations which may be payable to it and shall deposit the same to the credit of the Foundation in such bank or other depository as the Board of Directors may from time to time designate. The Treasurer sign all checks of the Foundation, except in those cases where the signing and execution is expressly directed to be performed by some other officer of the Foundation by the Board of Directors. The treasurer shall make such payments as may be necessary to maintain the credit of the Foundation and shall regularly enter on the books of the Foundation to be kept by him for the purpose thereof a full and accurate account of all monies, properties and obligations which may have been received, paid or incurred by him for or on account of Foundation. The treasurer shall exhibit all such books and records at any reasonable time to any member of the Board of Directors. The treasurer shall further perform all the duties which may be incident to the office of the treasurer but the same shall be subject to the control of the Board of Directors.

  8. Salaries. The president, the vice-president (or the vice-presidents if there be more than one) the secretary and the treasurer shall not be compensated for their services in such capacity. Any person holding an office, however, may be otherwise employed by the Foundation and shall be paid, in such event, the reasonable value of the services so rendered. No person who is employed by the Foundation and entitled to receive compensation by reason thereof shall be entitled to vote, even if a member of the Board of Directors, on the issue as to the amount of such compensation.

  9. Removal. Any officer may be removed from office by the affirmative vote of a majority of the members of the Board of Directors present at the annual or at any regular or special meeting of the Board of Directors. Any removal shall be without prejudice to the contract rights, if any, of such officer.



ARTICLE VI
AGENTS AND REPRESENTATIVES
The Board of Directors may appoint agents and representatives of the Foundation with such powers and with such authority as may be necessary to perform any acts or duties on behalf of the Foundation so long as the same shall not be inconsistent with these bylaws or otherwise with applicable law.

ARTICLE VII
CONTRACTS
The Board of Directors, unless otherwise specifically provided in these by-laws to the contrary, may authorize any officer or agent to enter in to any contract or execute and deliver any instrument in the name of and on behalf of the Foundation and such authority may be general or confined to a specific instance but, unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Foundation by any contract or engagement, or to pledge its credit, or to render it financially liable for any purpose or for any amount except in those cases where the signing and execution is expressly directed to be performed by some other officer of the Foundation by the Board of Directors.

ARTICLE VIII
COMMITTEES
The Board of Directors may create one or more committees, any such committee to have such power and authority as may be determined proper by the Board of Directors. Committee members need not be members of the Board of Directors or the Advisory Board except that the Chairman of each committee shall be a member of the Board of Directors or the Advisory Board. Any committees so established shall advise with and aid the officers and directors of the Foundation in all matters considered by such committee. Each committee so established may, subject to the approval of the Board of Directors, prescribe rules and regulations for the call and conduct of meetings of the committee and any other matters relating to its procedures or functions.

ARTICLE IX
FISCAL YEAR
The fiscal year of the Foundation shall commence on January 1 and end on December 31 which shall next follow.

ARTICLE X
AMENDMENTS
The Board of Directors shall have the power to make, alter, amend or repeal these bylaws by the affirmative vote of a majority of its members; provided, however, any such action shall be first proposed at the annual or at any regular meeting of the Advisory Board or the Board of Directors and then adopted at a subsequent annual or regular meeting unless otherwise required by law.

ARTICLE XI
EXEMPT ACTIVITIES
Notwithstanding any other provision of these bylaws, no officer, employee, or representative of the Foundation shall take any action or carry on any activity by or on behalf of the Foundation unless such is permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may be hereafter amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and regulations as they now exist or as they may be hereafter amended.

ARTICLE XII
CONTRACTS, CHECKS, DEPOSITS, AND GIFTS
  1. Contracts. The Board of Directors may authorize any officer or officers or agent or agents of the Foundation, in addition to any officers specifically authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or may be confined to specific instances.

  2. Checks, Drafts, or Orders. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers or agent or agents of the Foundation, and in such manner as shall from time to time be determined by resolution of the Board of Directors, and in the absence of such resolution, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice president of the Foundation.

  3. Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositaries as the Board of Directors may select

  4. Gifts. The Board of Directors may accept on behalf of the Foundation any contribution, gift, bequest, or devise for any proper purpose of the Foundation.



ARTICLE XIII
BOOKS AND RECORDS
The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the meetings of the Advisory Board and the Board of Directors and of any committees having and exercising any authority granted by them, or either of them. The books and records shall be kept at the principal office of the Foundation or at such other location as the Board of Directors may determine is proper. All books and records of the Foundation may be inspected by any member of either board, or by their agent or attorney, for any proper purpose at any reasonable time after such notice as may be properly required.

ARTICLE XIV
DUES
  1. Dues. The Board of Directors may establish any obligation for dues from any supporters of the Foundation.

  2. Payment of Dues. If any dues shall be required, the same shall be payable not more frequently than annually. The secretary shall give written notice to each supporter of the amount of any dues payable to the Foundation.



ARTICLE XV
DISSOLUTION
Upon the dissolution of the Foundation, all of its assets shall be distributed for one or more exempt purposes within the meaning of § 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code, or shall be distributed to the federal, state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by the Chancery Court of the county in which the principal office of the Foundation is then located, exclusively for such purposes.

ARTICLE XVI
INDEMNIFICATION
The Foundation shall indemnify each officer and director made a party to any proceeding because he is or was an officer or director where such officer or director conducted himself in good faith and such officer and director reasonably believed that his conduct was in its best interest, where such conduct shall have been in such officer of director's official capacity with the Foundation, and in all other cases where such conduct was at least not opposed to the best interest of the Foundation. In the event there shall be any criminal proceeding, this provision pertaining to indemnification shall also be applicable so long as such officer or director had no reasonable cause to believe that his conduct was unlawful. In the event that the Foundation shall ever have established an employee benefit plan and any officer of director shall act in respect thereto, indemnification shall be applicable if such officer of director reasonably believed such action to be in the best interest of the participants in, and the beneficiaries of, such plan or that his conduct was at least not opposed to their best interest. The provisions of this section shall not be applicable to any proceeding by or in the right of the Foundation in which an officer or director is adjudged liable to the Foundation or in connection with any other proceeding where such officer or director is charged with obtaining an improper personal benefit (whether or not involving action in his official capacity) where such officer or director is adjudged liable on the basis that personal benefit was improperly received by him. The determination of the entitlement to indemnification shall be made by the Foundation subject to an officer or director's right to bring an independent action for indemnification as provided by the Tennessee Nonprofit Corporation Act as from time to time amended.
  Buc Football & Friends Foundation, Inc.
P.O. Box 250 • Mountain Home • Johnson City, TN 37684 		 

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