BACKGROUND: 

The name of this non-profit organization is Forever Captain Poodaman, the Ahmad Butler Foundation. This organization is organized in accordance with the Commonwealth of Pennsylvania Code, as amended. The organization has not been formed for the purposes of making a profit or obtaining personal financial gain. The assets and income of this organization shall not be distributed to or for the benefit of the trustees, directors, or any other officers. The assets and income shall only be used to promote non-profit purposes as described below. Nothing contained herein shall be deemed to prohibit the payment of modest and reasonable compensation to employees and contractors for services provided for the benefit of the organization. This organization shall not carry on any activities not permitted to be carried out by a non-profit organization exempt from federal income tax. The organization shall not endorse any candidate or contribute to or work for or otherwise support or oppose any candidate for public office. This organization has been created exclusively for purposes subsequent to section 501(c)(3) of the Internal Revenue Code.

ARTICLE I. MEETINGS 

1.  Annual Meetings.An annual meeting shall be held once every calendar year for the purposes of electing directors and conducting such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors.
   
   1. The following orders of business shall be addressed during the annual meeting unless decided otherwise by the Board of Directors via written notice:
      
      1. Election of new directors
      2. Reviewing the annual report
      3. Reconciling the balance sheet
      4. Setting the strategic plan for the coming calendar year
      5.  Any other transaction of such other business as may be properly brought before the meeting
   2. The annual meeting shall take place at the following location unless determined otherwise via written notice: Remotely via Zoom
   3. Unless it falls on a holiday or otherwise is designated by the Board of Directors via written notice, the Directors shall meet for their annual meeting on the 2nd Monday of January. If this date falls on a holiday, the Board shall select an alternate date and send written notice at least one week in advance of the meeting.
2. Regular Meetings. The Board of Directors shall meet regularly on the second Monday of each month at 6:00 p.m. via Zoom. Regular monthly meetings are held to provide a structured forum for the Board of Directors to discuss, review, and make informed decisions on organizational matters, including operational updates, strategic planning, financial performance, and other significant issues requiring Board oversight, all in accordance with the organization’s goals and objectives.
3. Special Meetings. Special meetings may be requested by the Board of Directors and are held remotely via Zoom.
4. Notice. The following amount of written notice of all regular meetings shall be provided under this section or as otherwise required by law: two weeks. The following amount of written notice of all special meetings shall be provided under this section or as otherwise required by law: one week. The notice shall include the date, hour, and agenda for the meeting and, if for a special meeting, the purpose of the meeting. Such notice shall be emailed to all directors of record through their ABF email address.             
5. Quorum. A quorum of the Directors shall be the following: 2/3rds of the Board of Directors. In the absence of a quorum, a majority of the directors may delay and reschedule the meeting to another time without further notice. If a quorum is represented at a rescheduled meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in a representation of less than a quorum.
6. Informal Actions. The vote of a majority of the Directors present at a properly called meeting, as dictated by these Bylaws, at which a quorum is present, shall be the act of the Board of Directors unless the vote of a greater number is required by law or by these Bylaws for a particular resolution. A Director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting.  In the event a Director cannot be present at a meeting during which a formal resolution is to be decided, that Director may vote via Google Forms prior to the meeting, with their vote counting toward the resolution on the table. The Board Chairperson will read that Director’s vote into the record prior to calling for a vote of all other Board members.        
7.  Meeting Minutes. The Board shall keep written minutes of its proceedings in its permanent records. The minutes will include, at a minimum, the names of all members present, resolutions proposed and voted upon, and any Director abstentions or objections to resolutions.               

ARTICLE II. BOARD OF DIRECTORS 

 8.  Role of Directors. The Board of Directors shall have the authority to manage the affairs of the Nonprofit directly and/or by delegation.  Board Members are expected to attend monthly board meetings and be available for Committee meetings, special board meetings, and periodic conference calls or special events.  Board members are also expected to check/read ABF emails in a timely manner, prepare for meetings by reviewing meeting minutes and reading any necessary materials germane to meeting agendas or board discussions, and conduct any independent research necessary to perform the Board Member responsibilities described above successfully.  Board Members can expect a time commitment of approximately 5 hours per month of volunteer service to ABF to perform their duties. Your volunteer service is a cornerstone of our organization’s success, and we deeply appreciate your dedication.

9. Number of Directors. The organization shall be managed by a Board of Directors consisting of 7-13 directors.

10. Election and Term of Office. The Directors shall be elected by a majority vote at the annual meeting. Each Director shall serve 2 years, or until and unless a successor has been elected and qualified.

11. Personal Financial Commitment/Donation.  A personal financial commitment of $60 annually is required of all Board Members to demonstrate commitment and participation in fundraising efforts.  This personal donation may be paid on a monthly basis at a rate of $5 per month or in a single annual payment at the January annual meeting.   Board members elected to their position after the January annual meeting will have their donation prorated at the rate of $5 per month for the number of months remaining in the calendar year. This donation can be paid in full at the first monthly meeting following their election or on a monthly basis. 

12. Get or Give Fundraising Commitment: Each member of the Board of Directors is required to “get or give” an additional $60 in donations annually.   We understand that each individual Board Member’s financial position is different, and asking for donations is not necessarily a strength we all possess. We value the skills each Board Member has to offer.  Therefore, in lieu of the additional “get or give” requirement, Board Members may make an additional time commitment of 2 hours per month, beyond the time commitment discussed in paragraph 9, to meet the fundraising obligation.  Board members wishing to offer their time in lieu of the “Get or Give” option should consult with the Board Chairman and, in conjunction with the Executive Director, establish a mutually agreed-upon project or projects that will benefit the foundation’s goals

13.  Quorum. A quorum of the Directors shall be the following: 2/3rds.

14. Vacancies and Removals. A Director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal, or any other reason, may be filled by a majority vote of the remaining Directors. A Director elected to fill a vacancy shall serve the remaining term of their predecessor or until a successor has been elected and qualified. If all Directors resign or are removed, any Officer shall call a special meeting for the purpose of electing a new Director or a New Board of Directors.

15. Resignation. If a Director wishes to resign from their position, they shall do so in the following manner:

16.  Committees/Task Forces. To the extent permitted by Pennsylvania law, the Board of Directors may appoint from its members a committee or task force, temporary or permanent, and designate the duties, powers, and authorities of such committees/task forces. The committees/task forces shall have a specific purpose, and the Board of Directors, when creating a committee/task force, shall outline the parameters of the committee/task force, including, but not limited to, meeting details, notice requirements, quorum requirements, and all other pertinent procedures.

ARTICLE III. OFFICERS 

17. Number of Officers.  The Officers of the organization are unpaid/volunteer positions and shall be the following:
    
    1. a President;
    2. at least one Vice President;
    3. a Treasurer;
    4. a Secretary,

    *Two or more offices may be held by one person. The President may not concurrently serve in another position.

18. Officer Roles. The Officers shall have the following responsibilities in their roles:
    
    1. President/Chairperson —The President shall be the chief volunteer officer and shall preside over all meetings of the Board of Directors and its Executive Committee and direct the process of the creation and implementation of resolutions.     
    2. Vice President(s) — The Vice President(s) shall be responsible for performing the duties of the President in the President’s absence and assisting the President with the performance of their duties.                                    
    3. Secretary — The Secretary shall provide notice of any and all meetings to the Board of Directors, keep an updated list of the membership of the Board of Directors, keep and organize minutes for all regular and special meetings, and certify and arrange the official records of the organization.                                      
    4. Treasurer — The Treasurer shall be responsible for conducting the organization’s financial affairs as directed by the Board of Directors and shall prepare and present reports regarding corporate finances as required, but no less often than at the annual meeting of the Board of Directors

19. Election and Term of Office. The Officers shall be elected annually by the Board of Directors at the first meeting of the Board, immediately following the annual meeting. Each officer shall serve a term of 24 months.
20. Vacancies and Removals. The Board of Directors shall have the power to remove an Officer or agent of the organization. Any vacancy that occurs for any reason may be filled by an appointment by the Board of Directors.

ARTICLE IV. EXECUTION OF INSTRUMENTS 

21. Instruments. All instruments that are executed on behalf of the organization, which are acknowledged and which affect an interest in real estate, shall be executed by the President or another Director. All other instruments executed by the organization, including releases of mortgages or liens, may be executed by the President. Notwithstanding the previous provisions in this document, any written instrument may be executed by any officer(s) or agent(s) who are specifically designated for this responsibility by a resolution of the Board of Directors.

ARTICLE V. AMENDING BYLAWS

22. Amendment Procedure.The Bylaws may be amended, altered, or repealed by the Board of Directors by a majority of a quorum vote at any regular or special meeting. The full text of the proposed change shall be distributed to all board members at least fourteen (14) days before the meeting where the change is to be voted on. 

ARTICLE VI. INDEMNIFICATION 

23. Indemnification of Directors.Any Director or Officer who is involved in litigation by reason of their position as a Director or Officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended to broaden said rights.
24. Indemnification of Employees.Any employee or agent who is involved in litigation by reason of their work with the organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended to broaden said rights.

ARTICLE VII. DISSOLUTION 

25. Dissolution Procedure. The organization may be dissolved only with the authorization of the Board of Directors given at a special meeting called for that express purpose and with the subsequent approval of a supermajority (two-thirds) vote of the members.
26. Liabilities. All liabilities and obligations shall be paid, satisfied, and discharged, or adequate provisions shall be made, therefore.
27. Distribution of Assets. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organizations, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.