The Salisbury Rotary Scholarship Trust Fund
Updated June 1, 2010
PURPOSES OF THE SALISBURY ROTARY CLUB SCHOLARSHIP TRUST FUND
The Salisbury Rotary Club Scholarship Trust Fund (hereinafter “Trust Fund”) is established under the Internal Revenue Code as a publically supported organization [509(a)(1) and 170(b)(1)(A)(vi) exempt from Federal income tax 501(c)(3)] by the Salisbury Rotary Club for the purpose of receiving and disbursing funds for educational scholarship grants (hereinafter “Grants”).
Section 1. Qualifications.
(a) All donations to the Trust Fund shall be deemed principal for perpetuity. All interest earned on the principal shall fund the grants.
(b) The grants shall be awarded to qualified applicants for the pursuit of study in any College, University, Technical or Community College, in or out of the State of North Carolina, for full-time matriculation in the pursuit of a degree.
(c) The grants shall be awarded by majority vote of directors of the Trust Fund.
(d) The grants are made for one academic year. In some cases, by majority vote of the Directors of the Trust Fund, the grants may be extended for one or more years.
(e) The Treasurer of the Trust Fund shall disperse grant funds directly to the institution of higher learning on behalf of the grant recipient upon matriculation. These disbursements shall be made on a semester basis of the institution.
(f) The grant recipients must comply with all the applicable provisions of these By-Laws.
(g) Grant applications must be filed with the Trust Fund at Post Office Box 4092, Salisbury, North Carolina 28144, on or before April 15 each year.
(h) Recipients of the grants shall be announced on or before June 30th each year.
Section 2. Eligibility. Eligibility for the grants:
(a) The applicant shall have been a resident of Rowan County, North Carolina for at least two (2) years prior to filing an application for a grant.
(b) The grants shall be used only for full-time matriculation towards a degree.
(c) All applicants for the grants shall be considered equally without regard to the race, creed, color, national origin or financial need of the applicant.
Section 3. Ineligibility.
(a) A Rotarian;
(b) A spouse of a Rotarian;
(c) A lineal descendant, by blood or adoption, of a Rotarian;
(d) A Rotarian who has resigned from Rotary within the past 25 years;
(e) An employee, or any other entity, of Rotary International at the local, district, or county levels
Section 4. Certification of eligibility.
All applicants shall certify to the Trust Fund that he/she is eligible for the grant.
Section 5. Other Conditions.
(a) The Trust Fund shall bear no liability for a grant recipient’s personal welfare, nor for a recipient’s completion of his/her academic pursuits beyond the scholarship period.
(b) The grant recipient shall certify that he/she shall have access to sufficient funds from other sources to meet all expenses for matriculation not met by the award.
(c) The grant shall be denied to any recipient who is unable to gain admission to the institution(s) of their choice.
(d) The grant shall cease and be withheld from the recipient’s institution who has been suspended by or withdrawn from his/her institution of matriculation. Any unused portions of the grant shall be returned to the Trust Fund by the institution.
DISTRIBUTION OF ASSETS UPON DISSOLUTION
Upon dissolution of the Trust Fund, the Board of Directors shall, after paying or making provision for the payment of all liabilities and obligations of the Trust Fund, dispose of all of the assets of the trust Fund exclusively for the purposes described in Article I of these By-Laws in such manner, or to such organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors may determine.
The principal office of the Trust Fund shall be located at 300 West Liberty Street, Salisbury, North Carolina 28144.
All active and inactive members of The Salisbury Rotary Club shall be members of the Trust Fund, each entitled to vote for the election of directors of the Trust Fund.
Section 1. General Powers. The business and affairs of the Trust Fund shall establish an Executive Committee comprised of the President, Vice-President, Secretary, and Treasurer to conduct the interim business of the Board pursuant to these By-Laws.
Section 2. Executive Committee. The Trust Fund shall establish an Executive Committee comprised of the President, Vice-President, Secretary, and Treasurer to conduct the interim business of the Board pursuant to these By-Laws.
Section 3. Classification of Board. The Board shall consist of nine (9) members, divided into three (3) classes who shall serve a term of office for three (3) years. Three (3) members shall be elected each year by the membership on the first Tuesday in June prior to taking office on the first day of July following their election. The immediate Past-President of Salisbury Rotary Club shall serve as a member of the Board of the Trust Fund for a full three year term.
Section 4. Vacancies. Any vacancy occurring in the Board shall be filled by the nomination by the Board to the membership for election. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. Any directorship to be filled by reason of an increase in the authorized number of Directors shall be filled by the same procedure.
Section 5. Compensation. The Board shall not compensate Directors for their services.
MEETINGS OF DIRECTORS
Section 1. Annual Meeting.
(a) A required annual meeting of the Board of the Trust Fund shall be held on the last Thursday of July in each calendar year.
(b) In the event the required annual meeting shall not be held on the day designated by these By-Laws, a substitute required annual meeting may be called in accordance with the provisions of Section 2 of this Article VII. A meeting so called shall be duly designated as the required annual meeting.
(c) The Board of the Trust Fund may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional meetings.
Section 2. Special Meetings. Special meetings of the Board of the Trust Fund may be called at the request of the President or any member of the Executive Committee. Such meetings may be held either within or without the State of North Carolina as fixed by the person or persons calling any such meeting.
Section 3. Notice of Meetings. Meetings of the Board of the Trust Fund shall be held within 48 hours after all members have been notified by usual and customary practices. Such notice need not specify the purpose for which the meeting is called.
Section 4. Waiver of Notice. Special meetings of the Board may be called by any Director who may waive notice of the meeting. The attendance at the special meeting by a director who has waived notice of the meeting shall constitute a waiver of notice of such meeting, except where a director attends the special meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A special meeting called by a waiver of notice for the meeting shall require the vote of two-thirds (2/3) of the Board for passage of any motion.
Section 5. Quorum. A quorum of the Board required to transact the business of the Trust Fund shall be five (5) Directors.
Section 6. Presumption of Assent. A director of the Trust Fund who is present at a meeting of the Board at which action on any matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Trust Fund within twenty-four hours after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 7. Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.
Section 1. Creation. The Board, by resolution adopted by a majority of the number of directors fixed by these By-Laws, may designate the President, Vice-President, Secretary, and Treasurer, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board in the management of the Trust Fund, except that the Executive Committee shall not have any authority to alter or amend the By-Laws.
Section 2. Vacancy. Any vacancy occurring in the Executive Committee shall be filled by a Director who may be elected to the vacated office on the Board.
Section 3. Removal. Any member of the Executive Committee may be removed at any time with or without cause by a majority of the number of directors.
Section 4. Minutes. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board when required.
Section 5. Responsibility of Directors. The designation of the Executive Committee and the delegation thereto of authority shall not operate to relieve the Board or any member thereof of any responsibility or liability imposed upon it or him by law.
If action taken by the Executive Committee is not thereafter formally considered by the Board, a director may dissent from such action by filing his written objection with the Secretary within forty-eight hours after learning of such action.
Section 1. Officers of the Trust Fund. The officers of the Trust Fund shall consist of a President, a Vice-President, a Secretary, a Treasurer, and such Assistant Officers as the Board my from time to time elect. No two (2) offices may be held by the same person.
Section 2. Election and Term. The officers of Vice-President, Secretary, and Treasurer of the Trust Fund shall be elected by the Board. Such election may be held at any meeting of the Board. Each officer, excepting the President, shall serve his/her elected term of office or until his/her death, resignation, retirement, removal, disqualification, or his successor is elected to the Board.
Section 3. Removal. Any officer or agent elected to the Board may be removed by the Board whenever in its judgment the best interests of the Trust Fund will be served thereby; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4. Compensation. The officers of the Trust Fund shall receive no compensation for their services.
Section 5. Bonds. The Board of Directors may by resolution require any officer, agent or employee of the Trust Fund to give bond to the Trust Fund, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.
Section 6. President. The President shall be the principal executive officer of the Trust Fund and, subject to the control of the Board, shall supervise and control all of the business and affairs of the Trust Fund. He shall sign, with the Secretary, or with any other proper officer authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which may be lawfully executed on behalf of the Trust Fund, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board or these By-Laws to some other officer or agent of the Trust Fund; and, in general, he shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board from time to time.
Section 7. Vice-President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or the Board.
Section 8. Secretary. The Secretary shall: (a) keep the minutes of the meetings of the Board and of the Executive Committee in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records of the Trust Fund; and (d) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board.
Section 9. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Trust Fund, receive and give receipts for moneys due and payable to the Trust Fund from any source whatsoever, and deposit all such moneys in the name of the Trust Fund in such depositories as shall be selected in accordance with the provisions of Section 4 of Article X of these By-Laws; (b) prepare or cause to be prepared a true statement of the Trust Fund’s assets and liabilities as of the close of each fiscal year, all in reasonable detail, which statement shall be made and filed at the Trust Fund’s registered office or principal place of business in the State of North Carolina within four (4) months after the end of such fiscal year and thereafter kept available for a period of at least ten (10) years; and (c) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President, by the Board of Directors or by these By-Laws.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board may authorize any officer of the Board to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Trust Fund, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Trust Fund and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money issued in the name of the Trust Fund shall be signed by the Treasurer of the Trust Fund and in such manner as shall from time to time be determined by resolution of the Board.
Section 4. Deposits. All funds of the Trust Fund not otherwise employed shall be deposited from time to time to the credit of the Trust Fund in such depositories as the Board shall direct.
The Trust Fund shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors without being restricted to the class of investments which a director or trustee is or may hereafter be permitted by law to make or any similar restriction; provided, however, that no action shall be taken by or on behalf of the Trust Fund if such action is a forbidden activity or would result in the denial of the tax exemption under Section 509 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
Section 1. Waiver of Notice. Whenever any notice is required to be given to any director by law or By-Laws of the Trust Fund, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after time stated therein, shall be equivalent to the giving of such notice.
Section 2. Amendments. Except as otherwise provided herein, these By-Laws may be amended or repealed and new By-Laws may be adopted by the affirmative vote of a majority of the Directors then holding office at any regular or special meeting of the Board of Directors.