NORTH CAROLINA SECTION OF THE
AMERICAN ASSOCIATION OF PHYSICS TEACHERS
Statement of Sole Incorporator
The Articles of Incorporation of the NORTH CAROLINA SECTION OF THE AMERICAN ASSOCIATION OF PHYSICS TEACHERS (the "Corporation") having been filed in the office of the North Carolina Secretary of State, the undersigned, being the sole incorporator named in said Articles, does hereby state that the following actions have been taken for the purpose of organizing the Corporation:
Initial Members of Council
1. The following persons have been chosen to serve in the positions
opposite their names, to serve until the next annual meeting of the membership
and until their successors are elected:
President Clifton Bob Clark
Vice President R R Patty
Secretary/Treasurer John L. Hubisz
Members‑at‑Large (3) Hildelisa Hernandez
A. McAlexander
Hugh Haskell
Section Representative Karl C Mamola
2. The council members are authorized to make and adopt the bylaws of the Corporation.
Dated: March 22, 1997 JOHN L. HUBISZ
{Original signatures are on file.}
Acceptances
The following persons accept the aforesaid positions of the NORTH CAROLINA SECTION OF THE AMERICAN ASSOCIATION OF PHYSICS TEACHERS as of October 11, 1997.
C R Gould
Steve Jenkins
C. Keith Warren
Karen L Johnston
D. R. Tilley
Jae Y. Park
G W Parker
{ Original signatures are on file.}
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NORTH
CAROLINA SECTION OF THE
AMERICAN ASSOCIATION OF PHYSICS TEACHERS
Unanimous
Written Consent of
Council members in Lieu of Meeting
We, the undersigned, being all of the initial council members of the NORTH CAROLINA SECTION OF THE AMERICAN ASSOCIATION OF PHYSICS TEACHERS (the "Corporation"), hereby adopt the following resolutions by our unanimous written consent thereto.
Incorporation of the Corporation
RESOLVED, that the Articles of Incorporation of the Corporation as filed with the
Secretary of State of North Carolina on October 11, 1997, be placed in the minute book of the Corporation with this unanimous written consent.
Statement of Sole Incorporator
RESOLVED, that the Statement of Sole Incorporator of the Corporation, dated as of October 11, 1997, and all actions taken by the incorporator thereunder, are hereby approved, ratified and confirmed, and that said Statement shall be filed in the Corporation's minute book.
Adoption of Bylaws
RESOLVED, that the form of Bylaws of the Corporation attached hereto are hereby adopted as the Bylaws of the Corporation.
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Adoption of Seal
RESOLVED, that the form of seal proposed for use as the corporate seal of the Corporation, an impression of which has been impressed on the margin hereof, is hereby approved and adopted as and for the seal of the Corporation.
Fiscal Year
RESOLVED, that the Corporation's fiscal year shall end on April 30 of each year.
Bank Accounts
RESOLVED, that any two of the President and any other officer of the Corporation are hereby authorized to open banking accounts for and in the name of the Corporation, at any time and from time to time, and to deposit to the credit of the Corporation in such banking accounts any money, checks, drafts, orders or other commercial paper payable to the Corporation, and from time to time to withdraw any part of the funds on deposit by check drawn in the name of the Corporation and signed by such officers.
RESOLVED,
that with respect to any such banking accounts, any banking institution
may act in reliance on the foregoing resolutions until receipt of a certified
copy of a further resolution or resolutions modifying or revoking the same.
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{Original
Seal embossed on original.}
Dated: October 11, 1997.
Council members:
Clifton Bob Clark
Karl C. Mamola
Hildelisa Hernandez
R R Patty
A. McAlexander
Hugh Haskell
{Original signatures are on file.}
ARTICLES OF INCORPORATION
NORTH
CAROLINA SECTION OF THE
AMERICAN ASSOCIATION OF PHYSICS TEACHERS
The undersigned, for the purpose of forming a nonprofit corporation under the provisions of the North Carolina Nonprofit Corporation Act, Chapter 55A of the General Statutes of North Carolina, and the several amendments thereto, states:
1.
The name of the Corporation is North Carolina Section of the American
Association of Physics Teachers.
2. The period of the duration of the Corporation is perpetual.
3. The purposes for which the Corporation is organized are to engage in all lawful activities for which corporations may be organized under N.C.G.S. Section 55A‑7, including but not limited to educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986, or the corresponding provisions of any future United States Internal Revenue Code (herein, the "Code").
The Corporation shall have the full power to conduct its affairs, carry on its operations, and have offices and exercise the powers granted by Chapter 55A of the North Carolina General Statutes anywhere in the world; and authority to do any other act or thing incidental to or connected with the foregoing purposes and advancement thereof, but not for the pecuniary profit or financial gain of its council members or officers, except as permitted by the provisions of Chapter 55A of the North Carolina General Statutes and the several amendments thereto; provided, however, that this Corporation shall not, except to an insubstantial degree, engage in the activities or exercise any powers that are not in furtherance of the primary purpose of this Corporation.
In order properly to prosecute the objects and purposes above set forth, the Corporation shall have full power and authority to purchase, lease and otherwise acquire, hold, mortgage, convey and otherwise dispose of, all kinds of property, both real and personal, both in this State and in all other states, territories and dependencies of the United States, and generally to perform all acts which may be deemed necessary or expedient for the proper and successful prosecution of the objects and purposes for which the Corporation is created.
4. The Corporation shall have four classes of members, as follows:
(1) regular ‑ teachers of physics or physical science;
(2) student ‑ currently enrolled in an educational institution who has completed a one‑year physics course or equivalent;
(3) emeritus ‑ a regular member who has retired from teaching; and
(4) honorary ‑ by designation of the governing council.
5. The Corporation is to have no capital stock.
6. The initial registered office of the Corporation shall be located at 1604 South Salem Street in the City of Apex, Wake County, North Carolina, and the initial registered
agent of the Corporation at such address is John L. Hubisz, who is a resident of North
Carolina. The principal office of the Corporation shall be located at 1604 South Salem
Street, in the City of Apex, Wake County, North Carolina.
7. Pursuant to N.C.G.S. Section 55A‑8‑O1(c), the Corporation will have no Board of Directors. The duties of the Board of Directors will be assumed and performed by the Governing Council as further described in the Bylaws of the Corporation. All such persons assuming the duties of director shall be immune from personal liability for monetary
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damages for breach of such duties to the fullest extent allowed by law, including that immunity set forth in N.C.G.S. Sections 1‑539.10, 55A‑2‑02(b)(4) and 55A‑8‑60, or any successor provisions of law. The private property of the council members, incorporator, and officers shall not be subject to the payment of corporate debts to any extent whatsoever.
8. The selection of and terms to be served by the members of the Council and the regulation of the internal affairs of the Corporation shall be as provided in the Corporation's Bylaws.
9. The Corporation shall have all the powers granted nonprofit corporations under the laws of North Carolina. Notwithstanding any other provisions of these Articles of Incorporation, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Code or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
10. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its council members, officers, members or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of purposes set forth in these Articles of Incorporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
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11. Upon the dissolution of the Corporation, the Governing Council shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for religious, charitable, educational, scientific or literary purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, as the Governing Council shall determine, or to federal, state or local governments to be used exclusively for public purposes. Any such assets not so disposed of shall be disposed of by the Superior Court of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organizations as such court shall determine, which are organized and operated exclusively for such purposes, or to such governments for such purposes.
12. The Corporation reserves the right to amend, change or appeal any provision contained in these Articles of Incorporation or to merge or consolidate this Corporation with any other nonprofit corporation in accordance with law and the affirmative vote of a majority of the members of the Governing Council, as then constituted; provided, however, that any such action shall be calculated exclusively to carry out the objects and purposes for which the Corporation is formed, and rights herein conferred or granted shall be subject to this reservation.
13. The sole incorporator of the Corporation is John L. Hubisz, a natural person over the age of eighteen years and a resident of North Carolina, Wake County, whose address is 1604 South Salem Street, Apex, North Carolina 27502.
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IN WITNESS WHEREOF, I have hereunto
set my hand and seal this the 11th day of November, 1996.
JOHN
L. HUBISZ {SEAL}
Incorporator
{Original signature and embossed seal are on file in the original.}
{Pages have been matched to the original.}
BYLAWS
OF THE
NORTH CAROLINA SECTION OF THE AMERICAN ASSOCIATION
OF PHYSICS TEACHERS
(a North Carolina Nonprofit Corporation)
TABLE OF CONTENTS
PAGE
ARTICLE
I.
Offices
1.1
Principal office 1
1.2 Registered office 1
1.3 Other offices 1
ARTICLE
II.
Council
2.1 General powers 1
2.2 Counci1 1
2.3 Vacancies 1
ARTICLE III.
Meetings of Council members
3.1 Annual Meetings 2
3.2 Special Meetings 2
3.3 Place of meetings 2
3.4 Notice of meetings 2
3.5 Waiver of notice 2
3.6 Quorum 2
3.7 Manner of acting . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.8 Presumption of assent 2
3.9 Informal action by council members . . . . . . . . . . 3
3.10 Participation by telephone . . . .. . . . . . . 3
ARTICLE
IV.
Committees
4.1 Committees . . . . . . . . 3
4.2 Standing Committees . 3
4.3 Other Committees 4
4.4 Term of Office . . . . . . 4
4.5 Chairman . . . . . . . . . 4
4.6 Vacancies . . . . . . . . 4
4.7 Quorum . . . . . . . . . . 4
4.8 Rules . . . . . . . . . 4
ARTICLE V.
Office
5.1
Officers of the Corporation . 4
5.2 President ............... 5
5.3 The President‑Elect . . . . . . . . . . 5
5.4 The Immediate Past President . . . . 5
5.5 The Vice‑President . . . . . . . . . . . . . . . . . 5
5.6 The Secretary‑Treasurer 5
5.7 Validity of Signatures . . . . . . . . . 5
ARTICLE
VI.
Section Representative
6.1 Responsibilities...................................................... 5
6.2 Alternate............................................................................................. 5
ARTICLE
VII.
Membership
7.1 Classes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
7.2 Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7.3 Dues 6
7.4 Meetings 6
ARTICLE VIII.
Contracts, Loans, Checks And Deposits
8.1 Contracts .................................................. ................7
8.2 Loans 7
8.3 Checks and drafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8.4 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE
IX.
General Provisions
9.1 Seal
9.2 Nondiscrimination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.3 Waiver of notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.4 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.5 Fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.6 Amendment of Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.7 Dissolution . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . 8
NORTH CAROLINA SECTION
OF THE
AMERICAN ASSOCIATION OF PHYSICS TEACHERS
ARTICLE I.
Offices
1.1 Principal office. The principal office of the Corporation shall be located at 1604 South Salem Street, Apex, North Carolina 27502, or at such other location designated by the Council.
1.2 Registered office. The registered office of the Corporation is required to be maintained in the State of North Carolina and may be identical with the principal office.
1.3 Other offices. The Corporation may have offices at such other places, either within or without the State of North Carolina, as the Council may designate or as the affairs of the Corporation may require from time to time.
ARTICLE II.
Council
2.1 General powers. The business and affairs of the Corporation shall be managed by its Council. Except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all of the power of the Corporation shall be vested in the Council.
2.2 Council. The Corporation shall be governed by a Council consisting of the officers, the Section Representative, and three Members‑at‑Large elected by the membership as provided in Section 7.2. Members‑at‑Large shall take office on May 1st of the year following election at the annual spring meeting and shall serve three‑year terms, with the terms staggered so that one Member‑at‑Large is elected each year. The three Members‑at‑Large shall include one elected representative from each of the following three groups: universities and four‑year colleges, two-year colleges, and pre‑college schools.
2.3 Vacancies. If any officer or Council member is, for any reason, unable or unwilling to fulfill the constitutional duties herein prescribed, then the Council shall have the power to declare a vacancy and to fill the vacancy. Such action shall require approval by two-thirds of the Council members. In situations wherein an officer or Council member is not able temporarily to fulfill his or her duties then the President shall be responsible for naming a suitable temporary replacement.
A quorum shall be a majority of the Council.
ARTICLE III.
Meetings of Council Members
3.1 Annual Meetings. There shall be an annual fall meeting and an annual spring meeting as designated by the Council for the purpose of electing council members and officers of the Corporation and for the transaction of any other business properly before the Council.
3.2 Special Meetings. Meetings of the Council may be called by or at the request of the President or any two council members.
3.3 Place of meetings. Meetings of the Council may be held at such place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or in a waiver of notice of the meeting signed by all the council members then in office.
3.4 Notice of meetings. The Secretary shall give notice of each meeting of the Council by mailing such notice to each council member at least five (5) days before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a meeting of the Council, except as otherwise provided by law or these Bylaws.
3.5 Waiver of notice. Any council member may waive notice of any meeting, either before or after the meeting. Written waivers of notice shall be filed by the Secretary with the corporate records or as part of the minutes of the meeting. The attendance by a council member at a meeting shall constitute a waiver of notice of such meeting, except where a council member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
3.6 Quorum. A majority of the number of council members in office shall constitute a quorum for the transaction of business at any meeting of the Council.
3.7 Manner of acting. Except as otherwise provided in these Bylaws, the act of the majority of the council members present at a meeting at which a quorum is present shall be the act of the Council.
3.8 Presumption of assent. A council member of the Corporation who is present at a meeting of the Council at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting, or his dissent is otherwise entered in the minutes of the meeting or unless he either files his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards his written dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a council member who voted in favor of such action.
3.9 Informal action by council members. Action taken by a majority of the council members, without a meeting is nevertheless action of the Council if written consent to the action in question is signed by all of the council members and filed with the minutes of the proceedings of the Council, whether done before or after the action so taken.
3.10 Participation by telephone. Any one or more council members may participate in a meeting of the Council by means of a conference telephone or similar communications device that allows all persons participating in the meeting to hear each other. Participation by this means shall be deemed presence in person at the meeting.
ARTICLE
IV.
Committees
4.1 Committees. The President, subject to the dissent of the Council, may designate and appoint one or more committees, each of which shall consist of two or more council members, which committees, to the extent provided in the appointing resolution, shall have and exercise the authority of the Council in the management of the Corporation; provided, however, that no such committee shall have the authority of the Council in reference to adopting, amending, altering or repealing the Bylaws; electing, appointing, removing or filling the vacancy on such committee or any office of the corporation; adopting, amending or repealing the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending, altering or repealing any resolution of the Council. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Council, or any individual council member, of any responsibility imposed upon it or him by law.
4.2 Standing Committees. There shall be two standing committees: a Nominating Committee and an Awards Committee.
a. The Nominating Committee shall be chaired by the Immediate Past President, and include committee members representing the three groups (universities and four-year colleges, two‑year colleges, and pre‑college schools), appointed by the President and approved by the Council. The Nominating Committee shall be provided the results of the Secretary‑Treasurer's "call for Nominations" and, using this information and their own resources, present a slate of candidates to the Secretary‑Treasurer for the positions that become vacant at the following spring meeting. The Nominating Committee shall be responsible for ensuring that the proposed candidates have agreed to serve if elected. The Secretary‑Treasurer will ensure distribution of this information to the membership at least three months prior to the spring meeting.
b. The Awards Committee shall be chaired by the Section Representative and include another Past President with other members chosen by them and confirmed by the Council.
4.3 Other Committees. Other committees not having and exercising the authority of the Council in the management of the Corporation may be designated by a resolution of the President. Except as otherwise provided in such resolution, members of each such committee shall be members of the Corporation, and the President of the Corporation shall appoint the members thereof. Any member thereof may be removed by the President whenever in his judgment the best interests of the Corporation shall be served by such removal.
4.4 Term of Office. Each member of a committee shall continue as such until April 30th following the annual spring meeting of the membership and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
4.5 Chairman. One member of each committee shall be appointed chairman by the President.
4.6 Vacancies. Vacancies in the membership of any committee may be filled by the President.
4.7 Quorum. Unless otherwise provided in the resolution of the Council designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
4.8 Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Council.
ARTICLE
V.
Officers
5.1 Officers of the Corporation. The officers of the Corporation shall be a President, a President‑Elect, an Immediate Past President, a Vice‑President, and a Secretary‑Treasurer.
5.2 President. The President shall be responsible for the business of the Corporation and shall preside at meetings of the Council and other business meetings of the officers and of the Corporation as may be determined by the President or the Council. The President shall have the power to appoint committees and replacement council members as described in Articles III and IV. The President authorizes all disbursals of funds. The President shall hold office from May 1st following the annual spring meeting until April 30th following the next annual spring meeting, and then shall succeed to the office of Immediate Past President.
5.3 The President‑Elect. The President‑Elect shall assume the duties of program chair, or co‑chair in the case of joint meetings, for all meetings. The President‑Elect shall have other duties as may be determined by the Council. The President‑Elect shall hold office from May 1st following the annual spring meeting until April 30th following the next annual spring meeting, and shall then succeed to the office of the President.
5.4 The Immediate Past President. The Immediate Past President shall be the official representative of the Corporation to all societies designated by the Council. The Immediate Past President will serve as the chair of the Nominating Committee, and have other duties as may be determined by the Council.
5.5 The Vice‑President. The Vice‑President shall assist the President‑Elect in the role as program chair and serve as apprentice to both the President and President‑Elect and have other duties as may be determined by the Council. The Vice‑President shall hold office from May 1st following the annual spring meeting until April 30th following next annual spring meeting, and then shall succeed to the office of President‑Elect.
5.6 The Secretary‑Treasurer. The Secretary‑Treasurer shall have the duties ordinarily associated with that office. In particular, the Secretary‑Treasurer shall keep all records of the Corporation and be responsible for communicating with Corporation members in a timely fashion about the programs of the Corporation; collecting annual dues from the members; keeping an up‑to‑date membership list; disbursing funds in payment of the expenses incurred necessary for conducting the Corporation's business; and presenting a report on the financial status of the Corporation at each regular meeting of the Corporation. The Secretary‑Treasurer shall take office on May 1st following the annual spring meeting after election and shall serve a four‑year term. The Secretary‑Treasurer may serve more than one consecutive term.
5.7 Validity of Signatures. In case any person whose signature shall appear on any bond, note or other evidence of indebtedness of the Corporation shall cease to be an officer or hold an office different from that held at the time of signature before the delivery of such instrument, such signature shall nevertheless be valid and sufficient for all purposes the same as if he had remained in such office until such delivery.
ARTICLE VI.
Section Representative
6.1 Responsibilities. The Section Representative to the Council of the American Association of Physics Teachers ("AAPT") shall be responsible for representing the Corporation at all national meetings, communicating AAPT information to the Corporation and other duties as determined by the Council. The Section Representative will also chair the Awards Committee.
6.2 Alternate. If the Section Representative is unable to attend a scheduled section representatives meeting of the AAPT, he or she shall secure an alternate subject to the approval of the President. The Section Representative shall notify the AAPT Secretary in writing of the change in representation prior to the subject meeting. The Section Representative shall take office on May 1st following the annual spring meeting after election and shall serve a four‑year term. The Section Representative may serve more than one consecutive term. The Section Representative and his or her alternate must be a member of the AAPT.
ARTICLE
VII.
Membership
7.1 Classes. The membership shall consist of four classes: regular, student, emeritus, and honorary.
a. Regular members shall be teachers of physics or physical sciences at the university, college, high school, or junior high school level, and any other persons, whose membership would, in the opinion of the Council, expressed by a vote, further the objectives of the Corporation.
b.Student members shall be students currently enrolled in an educational institution who have completed at least a one‑year physics course or the equivalent.
c. A person who has been a member of this Corporation or its predecessor (SACS‑AAPT) prior to his or her retirement shall, at retirement, become an emeritus member upon the member's request to the Council.
d. The Council may by special action designate other persons as emeritus or honorary members. Emeritus and honorary members shall enjoy all the privileges of regular membership but shall pay no dues.
7.2 Elections. Officers, Members‑at‑Large of the Council and the Section Representative shall be elected by a simple majority of the voting members of the Corporation present and voting at the time of the annual spring meeting. Candidates for any position shall be members of the Corporation, nominated by the Nominating Committee or directly by voice at the business meeting, or by written petition to the President signed by at least 10 voting members of the Corporation prior to the election, but no later than two months before the election. A plurality of votes ensures election. In case of a tie, the President shall determine the winner by a chance event.
7.3 Dues. Dues shall be set by the Council to cover the expenses of the Corporation. The fiscal year for the Corporation shall begin on May 1.
7.4 Meetings. There shall be an annual fall meeting and an annual spring meeting arranged by the Council. Notices of the time and place of these meetings shall be appropriately delivered to all members of the Corporation. The Council in consultation with the program chairs shall set an appropriate registration fee.
ARTICLE VIII.
Contracts, Loans, Checks And Deposits
8.1 Contracts. The Council may authorize any officer(s) or agent(s) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
8.2 Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Council. Such authority may be general or confined to specific instances.
8.3 Checks and drafts. All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, or employee or employees of the Corporation and in such manner, including facsimile signatures, as shall from time to time be determined by resolution of the Council.
8.4 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the Council may select.
ARTICLE
IX.
General Provisions
9.1 Seal. The corporate seal of the Corporation shall contain the name of the Corporation and shall be in such form as approved by the Council.
9.2 Nondiscrimination. The Corporation shall not discriminate on the basis of race, religion, color, national origin, or sex.
9.3 Waiver of notice. Whenever any notice is required to be given to any council member by law, by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing signed by the council member or council members entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
9.4 Indemnification. The Corporation shall indemnify its officers and council members to the maximum extent required or permitted by Part 5 of Article 8 of Chapter 55A of the General Statutes of North Carolina as from time to time amended, and such officers and council members shall be deemed to have relied upon this Part.
9.5 Fiscal year. The fiscal year of the corporation shall end on April 30.
9.6 Amendment of Bylaws. Except as otherwise provided by law, by the Articles of Incorporation or herein, these Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of a two‑thirds majority of (i) those members present and voting at a business meeting provided that notice of the proposed amendment, repeal or addition has been given to the members at least two (2) weeks before the meeting; or (ii) those members voting in a mail ballot conducted by the council.
9.7 Dissolution. This Corporation shall continue forever unless a two‑thirds majority of the members voting in mail ballot conducted in such a manner as the Council may prescribe shall vote to dissolve the Corporation. A proposal to dissolve the Corporation may be submitted for vote by the Council at any time. In the event that the Corporation is dissolved, the Council, after paying or making provision for payment of all liabilities of the Corporation, shall dispose of all assets of the Corporation exclusively for the purposes of the Corporation to such charitable, educational, or scientific organization or organizations as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law, except that in the case of funds granted by an Agency stipulated otherwise, disposition shall be made in accordance with provisions contained in the pertinent grant documents.