North Carolina Kodiaks Rugby Football Club, Inc.

By-Laws 
 

ARTICLE 1

MISSION STATEMENT 
 

The mission of the North Carolina Kodiaks Rugby Football Club, Inc. (“Carolina Kodiaks” or “Club”) is to advance the sport of rugby to any and all that have a desire to join the club regardless of race, religion, color, creed, social standing, sexual orientation or physical ability.

ARTICLE 2

OJECTIVES

1. The Club is organized as an amateur rugby football club exclusively for charitable and educational purposes and to foster national or international amateur athletic competition within the meaning of §501(c)(3) of the Internal Revenue Code of 1986 (as amended), including for such purposes, the making of distributions to organizations which are recognized as tax exempt under such §501(c)(3).

2. The Club will seek to provide an atmosphere where all members are welcome to attend social events as well as practice and game events regardless of race, religion, color, creed, social standing, sexual orientation or physical ability.  The Carolina Kodiaks will not reject an individual for membership on the basis of race, color, creed, religion, national origin, ancestry, sexual orientation, or disability.

3.  The Carolina Kodiaks will seek to build community within underrepresented groups through volunteerism and educational and wellness programs. 
 
 

ARTICLE 3

DEFINITIONS 
 

The following definitions shall apply to these by laws and the club:

 
Rugby Union Football – Also known as “rugby”, Rugby Union Football is a type of football game, taking its name from the English public preparatory school. Derived from soccer or association football, Rugby in turn was the forerunner of American football. Kicking and dribbling with the foot are a part of Rugby; however, continuous passing of the ball is its most characteristic feature. The amateur game is played with 15 men on each team and is called "Rugby Union." The professional game is called "Rugby League”. The object of the game is for each side to attempt to ground the ball beyond their opponent's goal line and score the greater number of points within two 40-minute periods of play. 
 

North Carolina Kodiaks Rugby Football Club, Inc. – This club is formed and will be maintained to fulfill the mission set forth in Article 1.  The club may be referred to informally as the “Carolina Kodiaks” or the “Club”.

Board of Directors – The Board of Directors shall consist of not less than three (3) nor more than fifteen (15) individuals nominated from among the eligible Membership and elected to the Board of Directors by a majority vote of the Members.

Officers – Officers for the Board of Directors are those individuals who are nominated and elected by the Board of Directors to serve as an officer.  The officer positions shall consist of a President, Club Manager, Club Secretary, and Treasurer.

Members –   Membership shall be open to any willing and able persons that wish to contribute to the mission and objectives and purpose of the Club as defined in these by laws.

Good Standing--Members who do not meet the membership requirements as set forth by these by laws and the policies established by the Board of Directors shall not be considered a member in good standing.  Members not in good standing are ineligible to nominate, vote, or serve on the Board of Directors or other Club position nor is a Member who is not in good standing eligible to participate at any match or tournament.

General Membership and Annual Meeting –The annual Board of Director’s meeting open to all Members and held on the first Saturday of December.

Dues – The annual sum of money as determined annually by the Board of Directors and collected in January as the amount which each Member must pay to remain a member in good standings for the year.

International Gay Rugby Association and Board (“IGRAB”) – The International Gay Rugby Association and Board is an organization that represents a formalization of networking that has started in recent years among the world's gay rugby clubs. IGRAB is dedicated to encouraging lesbians and gay men everywhere to play rugby and is based in London, UK.

Team Captain—The Team Captain is the official spokesperson on behalf of the Club for each rugby match.

Match Secretary—The Match Secretary coordinates between the Club and other rugby clubs and associations for the purpose of scheduling matches, tournaments, and other accommodations.

ARTICLE 4

LOCATION 
 

The Club’s principal place of operation shall be the Triangle area of North Carolina or elsewhere in the State of North Carolina as may be designated by the Board of Directors.  
 
 

ARTICLE 5

MEMBERS

      The Membership shall be comprised of those playing and non-playing members or organizations committed to the development of the sport of Rugby Union Football (“rugby”) within the State of North Carolina and the expansion of rugby to underrepresented populations through the International Gay Rugby Association and Board (“IGRAB”). The Club is organized on a membership basis with the qualifications and rights as set in forth in these bylaws and Club policies established by the Board of Directors.  Members shall be designated as either a Playing Member Class and Non-Playing Member or Organization Class as defined below: 
 

Playing Member (“Player”):

a. Has paid dues to the Club in the amount specified and the deadline specified by the Board of Directors

b. Has paid the required membership fees to the North Carolina Rugby Union, USA Rugby South, and USA Rugby

c. Has sufficient health insurance as designated by USA Rugby

d. Follows any rules as set forth in these bylaws, the fitness requirements, Club code of conduct, and Policies established by the Board of Directors. 

e. Is currently competing or playing on a Club team. 
 

Non-Playing Member or Organization (“Nonplayer”):

a. Has paid dues to the Club in the amount specified and the deadline specified by the Board of Directors.

b. Follows any rules as set forth in these bylaws, Club codes of conduct, and Policies established by the Board of Directors. 

c. Is not currently competing or playing on a Club team and/or does not current meet the Club’s fitness requirements. 
 

Individuals failing to comply with these requirements and/or the policies and procedures established by the Board of Directors shall not be considered members in good standing They shall be restricted from any Club communications, practices, events, matches, or eligibility to nominate, vote, and serve on the Board of Directors or any other Club position until such time as they are reinstated to good standing in accord with the policies and procedures established by the Board of Directors. 

Members in good standing shall be eligible to nominate, serve, and vote to elect members to the position of the Board of Directors, Team Captain, and Match Secretary.  Members so elected must maintain Good Standing Status to remain eligible to serve in that position if elected.   
 

ARTICLE 6

BOARD OF DIRECTORS 
 

Section 1.  Board of Directors

      The business affairs of the Club shall be managed by the Board of Directors comprised of not less than three (3) nor more than fifteen (15) members who shall be nominated and elected at the annual General Membership meeting from among Members in good standing. Board members are authorized to vote on all matters coming before a meeting of the Board of Directors and to serve on any Board Committee.  
 

Section 2.  Term of Office  
 

      The term of office for a board member shall be three (3) calendar years or until such time as their successor has been chosen.  A board member may be eligible to serve two (2) consecutive terms in office or a total of six (6) calendar years of service.  Upon completing two (2) consecutive terms or six (6) calendar years of service, a board member shall be ineligible thereafter to serve on the board of directors until after a period of two (2) calendar years has expired.  
 

Section 3.  Duties 
 

      Each director shall discharge their duties as a director, including their duties as a member of a committee, in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interest of the corporation. 
 

      Each director shall attend all regularly scheduled or special  board and committee meetings and make a personal contribution annually to support the work of the corporation. 
 

Section 4.  Conflict of Interest 
 

      Directors, non-board committee members, advisory board members, and staff at all times have an affirmative and continuing duty to disclose to the Board at the earliest possible time any actual or potential conflict of interest and all facts surrounding the matter.  The Board of Directors shall require an annual written disclosure statement of those matters or interests in which an individual initially identifies as an actual or potential conflict(s) of interest. This disclosure statement shall be filed before the annual meeting for the forthcoming year. A director or other individual shall not serve in any capacity until such time as they have filed their annual disclosure statement. A Director or other individual has an ongoing and continuous responsibility and duty to monitor and report those affairs which may result in a conflict of interest to the Board of Directors and to amend their annual disclosure statements throughout the year to reflect new or additional conflict(s) of interest.  The Secretary is responsible for securing, maintaining, and monitoring the annual disclosure statements.  Conflict of interest disclosure statements shall be made available upon request by any party.   
 

      A conflict of interest transaction is any transaction with the corporation or any interest in which a director, non-board committee member, advisory board member, or staff member’s financial and/or non-financial interests are or may be considered to conflict with or otherwise to be at odds with their fiduciary obligation and responsibilities to the corporation.  A conflict may be of either a direct or indirect interest and of either a financial and/or a non-financial nature.  The term conflict of interest shall be construed broadly and liberally with the intent to protect the interests of the corporation in fulfillment of its charitable purpose and to avoid the taint of a decision which could be construed by those outside the corporation as having been inappropriately influenced by a board or committee member with a conflict of interest.  
 

      After having disclosed a conflict, the affected board member, board committee member, advisory board member, or staff shall be required to remove themselves both physically and substantively from any further discussion or consideration of the matter by the remaining unaffected board members.  Any corporate transaction in which a director or board committee member has a direct or indirect interest shall only be authorized, approved, or ratified in good faith by a majority, not less than two (2), of the directors who have no direct or indirect interest in the transaction even though less than a quorum; provided, however, no such transaction shall be authorized, approved, or ratified by a single Director.  
 

      For purposes of determining whether an indirect conflict of interest exists, an individual has an indirect interest in a transaction if: (a) another entity in which any member of their family to include parents, siblings, spouse, children or children’s spouses, and grandchildren; or a co-owner, partner, shareholder, employee, or other significant individual connected to or with the director has a material interest; or in which the director or board committee member is a general or limited partner is a party to the transaction and has a material interest, or (b) another entity in which the individual or their family to include their parents, siblings, spouse, children or children’s spouses, and grandchildren are an officer, director, shareholder, partner, owner, or trustee is a party to the transaction and the transaction is or should be considered by the Board. 
 

      If an individual fails to disclose or otherwise benefits as a result of a transaction involving a direct or indirect conflict of interest and is determined by the board in its sole discretion  to have secured any economic benefit from the transaction, then the individual shall be removed from their position with the board or corporation and shall be required to reimburse the corporation the value of any economic benefit secured as a result of the transaction.    
 
 

Section 5.  Certain Director Liability 
 

      In addition to other liabilities imposed by law upon the directors, a director shall be subject to the following liabilities: 
 

(a) All directors who vote for or assent to any distribution of assets of the corporation contrary to any lawful restriction in the North Carolina Nonprofit Corporation Act (the “Act”), the Articles of Incorporation, or these bylaws, shall be jointly and severally liable to the corporation for the amount of the distribution that exceed what could have been distributed without violating such restrictions.  
 

(b) All directors who vote for or assent to the making of any loan or guaranty or other form of security by the corporation to or for the benefit of the directors or officers of the corporation, or any of them, except loans, guaranties or others forms of security made to full-time employees of the corporation who are also directors or officers of the corporation shall be jointly and severally liable to the corporation for the repayment or return of the money or value loaded, with interest thereon at the legal rate until paid, or for any liability of the corporation.  
 

Section 6.  Actual Knowledge and Reliance Upon Others 
 

      Unless actual knowledge concerning the matter in questions makes such reliance unreasonable, an officer or director shall not be liable under the above provisions, if the officer or director performed any and all duties in compliance with this article or the officer or director relied on information, opinions, reports, or statements, including financial statements and other financial data, if prepared and presented by (i) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent at in the matters presented; (ii) legal counsel, public accountants, or other persons as to matters the director reasonably believes are within their professional or expert competence; or (iii) a committee of the board of which the director is not a member if the director reasonably believes the committee merits confidence.  
 

Section 7.  Vacancies. 
 

      In case of any vacancy in the Board of Directors through death, resignation, disqualification or other cause, the remaining directors upon recommendation by the Governance and Leadership Committee may elect a successor to hold office for the remainder of the unexpired portion of the departing member’s term.  
 

Section 8.  Compensation.  
 

      No member of the Board of Directors shall be compensated for service as director of this corporation except for reimbursement of actual expenses incurred while in the performance of their duties as a member of the board. 
 

Section 9. Removal 
 

      A director may be removed for good cause at a regular or special meeting by a vote of the majority of the Board of Directors only if written notice has been given not less than ten (10) days before the meeting.  
 

Section 10. Attendance and Resignation By Absence 
 

      Attendance and participation at all regularly scheduled or special meetings of the board or board committee(s) is a primary responsibility for a director.  Annual attendance at board meetings shall be tracked beginning with the start of a given fiscal year and ending at the conclusion of the fiscal year to coincide with the beginning and ending of the term of office for board members.  Any director who misses two (2) consecutive regularly scheduled meetings during a fiscal year or who cumulatively misses fifty percent (50%) or more of the regularly scheduled or special meetings during their term of office shall be deemed to have resigned immediately and automatically from the Board of Directors.  
 

      A board member’s automatic resignation by absence shall not require any further action by the Board of Directors or the Director to implement said resignation.  The Secretary shall record in the meeting minutes the fact of a Director’s resignation by absence and shall send a copy of the minutes to the affected Director.   
 

      Board members may attend no more than two meetings per fiscal year by means of a conference call or other similar electronic communications device which permits all members physically present at the meeting to hear and to speak with one another throughout the meeting.    
 

      If an absence is due solely to significant health considerations which clearly and unequivocally causes a member to miss a meeting, the Board of Directors may excuse this absence on that basis only by a unanimous vote of the Board at the meeting at which the absence occurred and only based on an absence due to reasons of health.  An excused absence shall be recorded in the minutes of the meeting. A Director shall be entitled to miss no more than three (3) meetings during a fiscal year based on significant health considerations. 
 
 

ARTICLE 7

BOARD OFFICERS AND EMPLOYEES 
 

Section 1.  Officers  
 

      Club officers shall be comprised of the President, Club Manager, Secretary, and Treasurer. Only those members who are designated Playing Members shall be eligible to serve as an officer. They shall be nominated and elected by the Board of Directors.  
 

Section 2.  Term of Office 
 

      The term of office for each officer shall be one (1) year from the date of their election.  An officer shall be eligible for re-election and to serve only one additional term to a specific office.   
 

Section 3.  Duties  
 

      The President shall preside at all meetings of the Board of Directors and the Annual General Membership meeting. The President shall insure that the business of the board is conducted in compliance with applicable federal and state laws, the bylaws of the corporation, and the board’s policies.  The President shall appoint the various committee chairs.  The President shall serve as the official spokesperson for the Club. The President shall perform such other duties as may be assigned by a majority vote of the Board of Directors.

      The Club Manager shall preside at all meetings at which the President is not in attendance and shall assume the duties of the President in the event the President is unable or unwilling to serve until such time as the President is able or willing to resume their duties or the Board of Directors elects a new President, whichever is earlier.  The Club manager is responsible for all club programming including special events, fund raising, educational programs, and volunteer events.

      The Secretary shall insure the board’s compliance with responsibilities imposed upon it by law and these by laws, including, but not limited to, recording minutes of all regular and special meetings, documenting board policies, recording the Directors’ attendance at board meetings and/or participation by electronic communications, and maintaining and assuring the accuracy of all organizational documents. The Secretary shall include in the minutes of each meeting the members who were physically present, who participated by electronic communications, and who were absent. The Secretary shall be responsible for securing and maintaining the annual conflict of interest disclosure statements and shall report the same at the annual meeting. The Secretary shall perform such other duties as may be assigned by a majority vote of the Board of Directors. 
 

       The Treasurer shall have and maintain supervision over the organization’s funds, receipts and disbursements, shall maintain full and accurate records thereof in the offices of the organization, and shall provide financial reports to the Board of Directors and such other organizations as may be required.  The Treasurer shall perform such other duties as may be assigned by a majority vote of the Board of Directors. 
 

      In the event of death, resignation, disqualification or temporary absence or disability of any officer of the corporation, the officer’s duties and powers may be delegated by the board of directors to any other officer of the corporation or to any director of the corporation for a specified period of time.  
 

Section 4. Governance and Leadership Committee 
 

      The Governance and Leadership Committee shall be a standing committee of the board and shall consist of not less than three (3) individuals. The Board of Directors may appoint non board member(s) by majority vote. The term of office shall be one year.  The Governance and Leadership Committee shall select, orient, and assess the officers and members of the Board of Directors.  The committee shall recruit members, coordinate post-match and social events, as well as coordinate volunteer, educational, and community building activities.  
 

      As part of its duties the Governance and Leadership Committee shall establish and perform an ongoing annual assessment of the board, its individual members, and board processes to improve the ability of the corporation to develop, sustain, and improve the delivery of its mission through the efforts by the board and its members.  The Governance and Leadership Committee may also be called upon by the President or the Board of Directors to make nominations for awards or special recognition when such opportunities are presented by other organizations. 
 

Section 5.  Audit Committee 
 

      There shall be an Audit Committee consisting of not less than three (3) nor more than five (5) elected directors and/or non board members.  At least one member of this committee shall have expertise in financial and accounting matters affecting the corporation. The committee shall have oversight responsibility to assure the fiscal and operational integrity of the corporation.  As appropriate the Committee shall contract for and receive an independent audit of the corporation’s financial transactions and shall report its findings and recommendations in writing to the entire board at its annual meeting. No board member shall serve on the Audit and Finance Committees simultaneously.    
 
 
 
 

Section 6.  Finance Committee 
 

      There shall be a Finance Committee consisting of not less than three (3) nor more than five (5) elected directors and/or non board members.  The term of office shall be one (1) year. The committee shall direct the fiscal affairs of the Corporation, supervise and direct fund raising activities, and prepare the financial reports and budgets for the Corporation.  The President of the committee shall be the Treasurer.  No board member shall serve on the Audit and Finance Committees simultaneously. 
 

Section 7.  Public Relations Committee 
 

      The Public Relations Committee shall be responsible for external communications including press releases, advertising, club logs, paraphernalia, image, design, and managing the club’s website.  The Club webmaster and the Club Manager shall sit ex-officio on this committee. 
 
 

Section 8.  Other Committees 
 

      The Board of Directors may create other committees or task forces as needed.  The Board shall prescribe the duties and duration of such committees and task forces in writing at the time of their formation. 
 

Section 9. Employees 
 

      The Board of Directors may deem it desirable to have employees for the conduct of the affairs of the organization.  The Board may hire an Executive Director who shall be responsible directly to the Board of Directors.  The Executive Director shall perform such work as directed by the Board of Directors and in accordance to law and board policy.  The Executive Director shall be evaluated at least annually based upon written performance goals and objectives as established by the Board of Directors. Additional staff may be hired by the Executive Director as needed and shall be responsible to said Executive Director. No member of the Board of Directors shall serve as an Executive Director or other staff member. 
 
 
 
 
 
 

ARTICLE 8

MEETINGS 
 

Section 1. Regular and Special Meetings 
 

      Regular meetings shall be held at a time and place to be determined by the Board of Directors.  These meetings shall be established no less than a year at a time and published at the Annual Meeting 
 

      Special meetings may be called for by the President or by two or more members of the Board of Directors at any time.  Special meetings shall be held at a date and time as indicated in the notice of the meeting and shall be held at the site of regular monthly meetings. 
 

Section 2.  Annual and General Membership Meeting 
 

      The Annual Meeting and General Membership Meeting shall be held on the first Saturday in December of each calendar year. 
 

      At the Annual Meeting the Board of Directors shall: 
 

•   elect and welcome the new class of board members;
•   elect and welcome new Club Members;
•   elect the Team Captain and Match Secretary;
•   set the forthcoming calendar of meetings;
• make available an annual report of accomplishments and activities of the corporation to such entities and persons as the Board of Directors shall deem appropriate;
•   file the annual conflict of interest statements with the Secretary;
•   report the annual attendance for each board member;
•   report the receipt of conflict of interest disclosure statements; and,
•   transact such other business as deemed necessary and appropriate.  

 
 
 

Section 3.  Notice of Meetings 
 

      The date and times for regular monthly meetings shall be established by the Board of Directors at the Annual meeting for the calendar year with written notice given to the Board of Directors at that meeting. A monthly meeting date may be changed subsequently to accommodate the organization’s needs as may be determined necessary from time to time upon a majority vote by the Board. 
 

      Notice of a regular meeting which shall include the board packet of information shall be given not less than seven (7) days by mail or by telephone, fax, email, or other electronic communication medium as the Board may determine appropriate before said meeting unless such notice is waived by a majority of the board at the meeting. Notice of a meeting to remove a Director for good cause shall be given not less than ten (10) days prior to said meeting date and said notice shall not be waived by the Board of Directors.  Notice of the meeting shall include the date, time, place, and agenda for said meeting. 
 

      Notice of a special meeting shall be given by mail not less than ten (10) days by mail or by telephone, fax, email, or other electronic communication medium as the Board may determine appropriate.  Notice of a special meeting to remove a Director for good cause shall be given not less than ten (10) days prior to said meeting date and said notice shall not be waived by the Board of Directors.  Notice of the meeting shall include the purpose of the meeting, who called the meeting, as well as the date, time, and place for said meeting. 
 

      Attendance by a Director at any meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to transaction of any business because the meeting is not lawfully called. 
 

Section 4. Quorum 
 

      A majority of the Board of Directors shall constitute a quorum for the transaction of business and, whenever a quorum is present, all acts and decisions taken by said Directors assembled at said meeting shall be valid as a corporate act. 
 

Section 5. Voting 
 

      Each Director shall be entitled to one vote on each matter submitted to a vote at a meeting of the Board.  Voting on all matters shall be by voice vote, by show of hands, or by ballot.  Silence or failure to vote by a Director shall be counted as an affirmative vote on the matter before the Board.  The Secretary shall record the votes on all matters in the meeting minutes. Robert’s Rules of Order shall govern the conduct at meetings. 
 

Section 6. Ratification of Action 
 

      Any action taken and assented to in writing by all of the Board of Directors shall be valid and effective as if passed by the Board at any regular meeting or special meeting called for that purpose, except as to the removal of a Director for good cause, which action must occur at a scheduled meeting. 
 

ARTICLE 9

CONTRACTS, CHECKS AND FUNDS 
 

Section 1. Contracts 
 

      The Board of Directors may authorize the President, Treasurer, other Director, employee, agent, or any combination thereof to enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization, and such authority may be general in nature or restricted to specific matters or instances. 
 

Section 2.  Checks, Drafts, etc. 
 

      All checks, drafts, or other orders for the payment of money issued in the name of the organization shall be signed by such Director, officer, employee, agent, or any combination thereof of the organization and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer.  For checks, drafts, etc. in the amount of more than one thousand five hundred dollars ($1500.00) such instruments shall be signed by two of the following three persons:  the President, the Treasurer, the Executive Director, or other board designated person. 
 

Section 3.  Gifts 
 

      The Board of Directors may accept on behalf of the organization any contribution, gift, or bequest for the organization.  The Board of Directors may authorize any Director, officer, agent, or combination thereof to negotiate with any donor as to the terms of any gift, contribution, or grant. 
 

ARTICLE 10 

FISCAL YEAR 
 

      The fiscal year for the organization shall run from January 1 through the last day of December.  
 

ARTICLE 11

LOBBYING 
 

      No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. 
 

ARTICLE 12

CLUB AFFILIATION 
 

      The Carolina Kodiaks may affiliate on occasion from time to time with other rugby clubs and sports organizations.  When participating jointly at IGRAB events, the Gay Games, and other appropriate events, the Carolina Kodiaks and affiliated team(s) may operate under a team name designated by the joint board of directors for each affiliated organization.  
 

ARTICLE 13

INDEMNIFICATION 
 

      To the extent authorized and permitted by law the organization shall indemnify any director, officer, employee, or agent or their estate or personal representative made, or threatened to be made, a party to a proceeding by reason of the fact that the person is or was serving as a director, officer, employee or an agent of the organization, or any other organization served by that person in any capacity at the request of the organization, against any liability, including, but not limited to judgment, settlement, penalty, fine, or reasonable expenses actually incurred with respect to a proceeding or recovery from the corporation of reasonable costs, expenses, and attorney’s fees in connection with the enforcement of the rights to indemnification.  
 

ARTICLE 14

PROHIBITION AGAINST SHARING IN ORGANIZATION EARNINGS 
 

      No officer, director or employee of or member of a committee of or person connected with the organization, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the organization, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the organization in effecting any of its purposes and shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the organization assets upon the dissolution of the organization.  Upon the dissolution or winding up of the affairs of the organization, whether voluntary or involuntary, the assets of the organization, after all debts have been satisfied, then remaining in the hands of the Board of directors shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable, religious, scientific, literary, or educational organizations which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. 
 

ARTICLE 15

CORPORATE SEAL 
 

      The Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, year of incorporation, and the words, “Corporate Seal”. 
 

ARTICLE 16

AMENDMENTS 
 

      These Bylaws may be amended by an affirmative vote of two-thirds (2/3) of the Directors then holding office at a meeting called for the purpose of modifying said Bylaws.  Notice with copies of the proposed By-Law changes shall be mailed to the Board of Directors not less than ten (10) days in advance of any meeting to modify them.