Friends of Hexagon
(As Amended May 23, 2011)
ARTICLE I: OFFICES
The principal offices of Friends of Hexagon (the Corporation) shall be located in the District of Columbia or in the nearby suburbs of Maryland or Virginia. The Corporation may have such other offices as may be specified by the Board of Directors.
ARTICLE II: PURPOSE
The Corporation is organized exclusively for charitable, literary, and educational purposes. In carrying out these purposes the Corporation's activities shall be limited to those that support Hexagon, Inc., a 501(c)(3) organization. The activities of the Corporation shall include fundraising for, and performing administrative tasks on behalf of, Hexagon, Inc.
ARTICLE III: MAINTENANCE OF RELATIONSHIP WITH HEXAGON, INC.
In furtherance of its purpose to support Hexagon, Inc. the Corporation shall hold Annual Joint Board Meetings with the Board of Hexagon, Inc. in preparation for Hexagon, Inc.'s two Annual Membership Meetings, and shall hold such other joint Board meetings as may be agreed to by the Presidents of Hexagon, Inc. and the Corporation. The Director of the Corporation who is the Vice President for Hexagon Liaison shall report on the activities of the Corporation at every Hexagon, Inc. Board Meeting. The Corporation shall submit a report on its activities regularly for publication to the Hexagon, Inc. membership.
ARTICLE IV: MEMBERSHIP
The Corporation shall not have members.
ARTICLE V: BOARD OF DIRECTORS
Section A: Management of the Corporation The affairs of the Corporation shall be managed by a Board of Directors. All decisions of the Corporation shall be made by a simple majority of the Board at a Board Meeting, unless otherwise provided by the Articles of Incorporation or these Bylaws, with each director having one vote. Subject to Section J, below, all votes by a director shall be made in person, and no proxies may be given.
Section B: Composition of the Board
As provided in the Articles of Incorporation, the Board of Directors of the Corporation shall consist of not less than seven or more than nine voting Directors, all of whom are current members in good standing of Hexagon, Inc., the number to be determined by the Board. The Immediate Past President of Hexagon, Inc. may serve as a non-voting member of the Board. All other Directors shall be elected, as provided by Section C, below. All Directors, regardless of how they became Directors, owe the same fiduciary responsibility to the Corporation.
Section C: Manner of Election of Directors
All Directors, other than the Immediate Past President of Hexagon, Inc., shall be elected by the Board of Directors.
Section D: Qualifications for Election as a Director
No person shall be qualified to be an elected director unless that person is a current member of Hexagon, Inc., and has been a member of Hexagon, Inc. for at least (a) three consecutive years, and (b) has served as a member of the Board of Directors of Hexagon, Inc.
Section E: Term of Office
Directors shall serve until they cease to be members of Hexagon, Inc., resign, or become unable or unwilling to carry out their responsibilities. A director may be removed from the board by a two thirds vote of the voting directors. Any Director subject to removal shall have the opportunity to rebut a motion to remove such Director either by written submission or during any meeting of the Board of Directors called for such removal vote. Replacement Directors, when required, shall be elected by majority vote of the remaining Directors.
Section F: Resignation
Any Director may resign at any time by submitting a written resignation to the Board of Directors. A replacement shall be elected by the Board of Directors as soon as possible from among those individuals meeting the qualifications set forth in Article V, Section D, and who are interested in furthering the aims of the Corporation.
Section G: Vacancies
If a vacancy occurs in the Board position held by the Immediate Past President of Hexagon, Inc., or if the Past President of Hexagon, Inc. chooses not to serve on the Friends of Hexagon Board, the Board of Directors of Friends of Hexagon shall appoint a replacement. If a vacancy occurs in the position of an elected director on the Board of Directors, any current Director may forward nominations for replacement to the President. Further, the Board of Directors of Hexagon, Inc. will be solicited for a recommendation to fill the vacancy. These nominations shall be distributed to all Directors by the Secretary at least two weeks prior to the next Board meeting. The replacement shall be voted upon at the next Board meeting.
Section H: Compensation and Reimbursement
No Director shall receive any compensation for services to the Corporation. However, any Director may be reimbursed for expenses incurred on behalf of the Corporation and approved by the Board.
Section I: Meetings
Regular meetings of the Board of Directors shall be held at least once per quarter, with additional meetings to be held as deemed necessary by the Directors. The time and place of meetings shall be determined by a majority of the Board of Directors. Special meetings may be called at the request of any Director when agreed to by a majority of the members of the Board of Directors. Notice of meetings must be given at least 5 business days in advance of such meeting. A quorum shall consist of a simple majority of Directors then in office.
Section J: Polling the Board
In the event that rapid action necessitates a decision more quickly than a meeting of the Board of Directors would permit, the Board of Directors may be polled to ascertain their views on the matter. All available Directors must be polled and any decision requires a vote of a simple majority plus one. Responsibility for polling the Directors rests with the President.
ARTICLE VI: OFFICERS AND AGENTS
Section A: Officers
Officers of the Corporation shall be appointed by the Directors from the Board of Directors in such number and with such titles as may be required by law and as may be deemed necessary to fulfill the aims of the Corporation. All Officers, except the President, Treasurer, and Secretary, shall be designated a Vice President. No Officer shall receive any compensation for his or her service as an Officer of the Corporation. Keeping in mind the considerable overlap in interests and abilities of potential members of the Board of Directors of the Corporation, it is nevertheless important to establish areas of primary responsibilities in order to insure complete coverage and continuity of efforts. Other duties and responsibilities may be assigned by the President. An Officer shall serve until he or she resigns from office or from the Board of Directors. Any Officer may resign his or her position as an Officer without resigning from the Board of Directors.
The following Officers shall be appointed:
President - Responsible for convening and presiding over all meetings of the Board of Directors, for establishing an agenda for these meetings, for general supervision of the operations of the Board of Directors, for appointing committees, and for maintaining relationships with Hexagon, Inc., and with other organizations, as appropriate.
Treasurer - Responsible for management of all corporate funds, including acceptance of all income from whatever sources, for payment of all expenses authorized by the Board of Directors, for keeping the Directors advised of all financial matters affecting the Corporation, for production of income, budget, and expense reports, and for federal, state, and/or local tax reporting as well as insurance matters.
Secretary - Responsible for taking and distributing minutes of meetings, for distributing agendas for meetings, for acquisition and provision of stationery, for maintaining federal, state, and/or local registrations (in conjunction with the President and Treasurer), for maintaining the current and historical files of the Corporation, and for being the custodian of the Seal and the mail box of the Corporation,
Vice President for Operations - Responsible for general administration and for management of a building, when acquired, and for allocation of spaces within the building. Also responsible for any physical assets acquired by the Friends of Hexagon Board.
Vice President for Fundraising - Responsible for the development of fundraising strategies for the Corporation (including but not limited to events, sponsorships and grants).
Vice President for Marketing - Responsible for publicity, community relations, advertising, and developing and maintaining the image of the Corporation.
Vice President for Publications - Responsible for originating and publishing brochures and other printed material needed by the Corporation.
Vice President for Communications - Responsible for communication requirements of the Corporation (including but not limited to telephone services and an internet web site), designing and maintaining the internet web site, and maintaining databases of the Corporation.
Vice President for Hexagon Liaison - Responsible for reporting on the activities of the Corporation at the Hexagon, Inc. Board Meeting and for reporting back to the Corporation on the activities of Hexagon, Inc. and for general coordination between Hexagon, Inc. and the Corporation.
In case of unavailability of the President, the duties of the President (in an acting capacity) shall devolve in the following order: Vice President for Operations; Vice President for Fundraising; Vice President for Marketing; Vice President for Publications; Vice President for Communications; Treasurer; Secretary; any additional Vice Presidents (based on seniority as determined by their initial date of appointment to the Board of Directors); and Vice President for Hexagon Liaison.
Section B: Agents
Agents of the Corporation other than the Board of Directors may be appointed or hired to serve in such positions as the Board of Directors may decide to be necessary for the attainment of the goals of the Corporation. Such agents shall be subject to supervision by the Board of Directors.
ARTICLE VII: COMMITTEES
Section 1: Committees
Committees, which do not have, and shall not exercise, the authority of the Board of Directors in the management of the Corporation, may be established by the President. Members of each such committee must be currently serving on the Board or acting as appointed Agents of the Corporation, and the President shall appoint the members thereof. Each member of such a committee shall continue as such until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof. One member of each committee shall be appointed as chairperson by the President. Vacancies in the membership of any such committee may be filled by appointment made by the President. With the exception noted in Section 2: Investment Committee, any member may be removed by the President whenever in his or her judgment the best interests of the Corporation shall be served by such removal. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules and/or policies adopted by the Board of Directors.
Section 2: Investment Committee
An Investment Committee shall be formed for the purposes of developing an investment policy for approval by the Board of Directors, making long and short-term investments, and managing investments and distributions of funds received from whatever source. The Investment Committee shall conform to all the committee rules (as described above in Section 1) except that the Vice President for Hexagon Liaison and the Hexagon Past President shall at all times serve as members of this committee during their tenure on the Board of Directors and are not subject to removal by the President, and the Treasurer shall serve as the chair of the Committee.
ARTICLE VIII: FINANCIAL MANAGEMENT
Section A: Funds
There shall be two funds: an Operations Fund, to cover operating expenses; and an Endowment Fund, for the furtherance of the mission of Hexagon, Inc. Any interest or dividends from these funds may be given to Hexagon, Inc.
Section B: Hexagon Endowment Fund
The Hexagon Endowment Fund shall retain all money and investments of the Corporation as not required in the Operating Fund to maintain a desired level of annual liquidity, as recommended by the Treasurer and approved by the Board of Directors each fiscal year.
Section C: Contracts
The Board of Directors may authorize any Officer or agent of the Corporation to enter into any contract approved by the Board of Directors.
Section D: Payments
Payments shall be made to individuals or corporations as reimbursement for services or for items purchased to further the aims of the Corporation, in such amounts as are approved by the Board of Directors.
Section E: Gifts
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes of the Corporation or for any specific purpose of the Corporation.
Section F: Obligation of Corporate Funds
Officers of the Corporation may obligate corporate funds in furtherance of the aims of the Corporation in such amounts approved by the Board of Directors. Officers may not obligate corporate funds without prior approval of the Board of Directors.
Section G: Signatures
The Treasurer shall sign all checks up to $2,500. Checks in excess of this amount must be signed by both the President and the Treasurer.
ARTICLE IX: RECORDS
The Corporation shall keep correct books and records of accounts as required by law. These records shall be maintained at the Corporate office as designated in Article I of these Bylaws. All records may be subject to inspection by any member of the Board of Directors or his or her representative at any reasonable time.
ARTICLE X: FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January of each year and end on the last day of December of that year.
ARTICLE XI: AMENDMENTS TO BYLAWS
These Bylaws may be amended by the affirmative vote of a majority of the Board of Directors.