5/1/2018

BY-LAWS

OF

THE PARK INSTITUTE OF AMERICA

 

ARTICLE I

Organization

Section 1.1         Name.  The name of the organization will be The Park Institute of America (Otherwise known as “The Institute”).

Section 1.2         Location.  The principal office of the Institute will be located at such place as the Board of Directors shall from time to time designate.  The Institute may maintain additional offices at such other places as the Board of Directors may designate. 

ARTICLE II

Purposes

Section 2.1         Charitable and Educational Purposes.  The Institute is organized exclusively for charitable and educational purposes within the meaning of Section 50l(c)(3) of the Internal Revenue Code of 1986, as amended (hereinafter the “Code”), and each reference in these By-Laws to a section of the Code shall include corresponding provisions of any future federal internal revenue laws.

Section 2.2         Specific Purposes.  Within the limitation of Section 2.1, the specific purposes of the Institute are to advocate for protected areas by stimulating public discourse and understanding, boosting the exchange of ideas and research, and fueling innovative management practices.  The Institute will solicit, accept, receive, administer, invest, use, and distribute any gifts, grants, devises, or bequests of real or personal property, including the income or other benefit therefrom, for the benefit of the Institute and its programs.

ARTICLE III

Board of Directors

Section 3.1         Power.  The Institute shall have no members, and all corporate powers shall be exercised by, or under the authority of, the Board of Directors.

Section 3.2         Number.  The Board of Directors shall consist of no more than twenty Directors and no fewer than seven Directors, as determined by a majority vote of the Board of Directors present then in office.  Directors need not be residents of North Carolina.

Section 3.3         Responsibilities.  Directors shall fulfill such responsibilities as the Board of Directors may from time to time determine to be appropriate.

Section 3.4         Election and Term.  At each Annual Meeting of the Board of Directors, the Board shall elect one-third of the maximum number of Directors permitted by Section 3.2, or such other number as it may determine to be appropriate.  Directors so elected shall hold office for a term of three years.  The terms of Directors shall be staggered to assure continuity and establish a rotation of Board membership.  After a Director has served a three-year term, the Director may be re-elected for an additional three-year term.  When a Director has served two consecutive terms, the Director must leave the Board for at least one year, after which the Director may be re-elected for up to two additional three-year terms.  However, Directors serving as Officers or Executive Committee members during the final year of a second successive term may be reappointed for another three year term of office to assure continuity of leadership.

Section 3.5         Resignation and Removal.  Any Director may resign at any time by giving written notice to the Chairperson and specifying the effective date of the resignation.  A majority of the Directors then in office may remove any Director at any time, with or without cause.

Section 3.6         Vacancies.  Any vacancy or unfilled Directorship on the Board of Directors, existing at such time that the remaining Directors constitute less than a quorum, may be filled by the Directors then in office, though less than a quorum.

Section 3.7         Compensation.  Directors shall serve as volunteers and receive no compensation for services rendered.  Directors may be reimbursed for actual and necessary expenses incurred in the performance of their duties to the Institute.

Section 3.8         Annual Meeting, Special Meetings, Voting, and Action Without Meeting.  The Annual Meeting of the Board of Directors shall be held each year in the month of September or October on a date set by the Chairperson.  Special meetings of the Board of Directors may be held at such times as may be set by the Chairperson.  Notice of meetings of the Board of Directors shall be given by any means selected by the Chairperson (e.g., mail, e-mail, facsimile, telephone) at least ten (10) days before an annual meeting and one (1) business day before any special meeting and shall state the time and place of the meeting.  Directors may vote at any meeting at which a quorum is present or participating by conference telephone, and the act of a majority of the Directors present at or participating in such meeting shall be an act of the Board of Directors.  The Board of Directors may take action without a meeting, provided that a consent in writing setting forth the action to be taken is signed by all of the Directors.

Section 3.9         Quorum.  Except as provided in Section 3.6, one-third of the number of Directors then in office shall be necessary to constitute a quorum for the transaction of business.

ARTICLE IV

Officers

Section 4.1         Officers.  The Officers of the Institute shall be a Chairperson, a Vice Chairperson, a Secretary, and a Treasurer, and such other Officers as the Board of Directors may from time to time determine to be appropriate.  Officers may, but need not be, members of the Board of Directors.  Officers shall be elected for two year terms.  A person may serve as Chairperson for two full consecutive terms, after which, such person may be re-elected after not serving as Chairperson for a two year period.  In the event the Chairperson resigns, dies, or is otherwise unable to serve, the Vice Chairperson shall serve as Chairperson for the remainder of the then current term.  In the event any other officer resigns, dies, or is otherwise unable to serve, the Executive Committee may appoint a person to serve the remainder of such officer’s term.

Section 4.2         Election.  Following the election of Directors at the Annual Meeting of the Board of Directors, the Board of Directors shall elect such Officers as appropriate, and such Officers shall serve at the pleasure of the Board of Directors.

Section 4.3         Vacancies.  Any vacancy in an office may be filled by the Board of Directors.

Section 4.4         Powers and Duties.  The Officers shall possess such powers and perform such duties as are specified by these By-Laws, as are usually performed by such Officers, or as may from time to time be assigned to the Officers by the Board of Directors.

Section 4.5         Compensation.  Officers shall serve as volunteers and receive no compensation for services rendered.  Officers may be reimbursed for actual and necessary expenses incurred in the performance of their duties to the Institute.

ARTICLE V

Committees

Section 5.1         Executive Committee.  Following the election of Directors and Officers at the Annual Meeting of the Board of Directors, the Board of Directors shall, in consultation with the Chairperson, approve an Executive Committee consisting of at least five persons, all of whom shall be Directors and at least three of whom shall be Officers.  All such persons shall be voting members.  In addition, the Executive Director, if appointed pursuant to section 6.1, shall serve as a non-voting member of the Executive Committee.  The Executive Committee shall possess the authority to, and may, exercise all corporate powers of the Board of Directors, and may manage the Institute’s business and affairs, except for the powers to authorize distributions, approve dissolution or merger, transfer all or substantially all of the Institute’s assets, elect Directors and Officers (except to fill certain vacancies pursuant to Section 4.1), adopt, amend, or repeal the Articles of Incorporation or By-Laws, and to approve the Executive Committee and the Nominating Committee.

Section 5.2         Standing Committees.  The following shall be Standing Committees of the Board: Governance and Nominations; Finance and Audit; Development and Grants.  The Chairperson shall appoint the members and chairs of the Standing Committees.  Standing committees are subject to the same limitations on powers described in Section 5.1. 

Section 5.3         Governance and Nominating Committee.  Following the election of Directors and Officers at the Annual Meeting of the Board of Directors, the Board of Directors shall, in consultation with the Chairperson, approve a Governance and Nominating Committee, consisting of at least three, but no more than five, Directors, none of whom shall be Officers.  The Nominating Committee shall submit nominations to the Chairperson at least two weeks prior to the next year’s Annual Meeting of the Board of Directors for each open Directorship and Office.  Such nominations shall be submitted to the Directors at least ten days prior to the meeting.  At the request of the Chairperson, Governance and Nominating Committee shall also submit nominations to the Chairperson from time to time to fill any Directorship or Office that may become vacant for persons to serve as Directors between Annual Meetings of the Board of Directors.

Section 5.4         Committee Size, Removal, and Vacancies.  The Board of Directors shall have the exclusive power by resolution to set the size of Committees in accordance with the terms of these By-Laws, to remove any Committee Member at any time with or without cause, and to fill any vacancies on any Committee, however created.

Section 5.5         Regular Meetings, Additional Meetings, Voting, and Action Without Committee.  Committee meetings shall be held regularly and at such times as called by the Chairperson of the Institute, the Chairperson of such Committee, or any two Members of such Committee.  Notice of Committee meetings shall be given by any means selected by the individual(s) calling such meeting (e.g., mail, e-mail, facsimile, telephone) at least one business day before the meeting and shall state the time and place of the meeting.  Committee Members may vote at any meeting at which a quorum is present or participating by conference telephone, and the act of a majority of the Committee Members present at or participating in such meeting shall be an act of the Committee.  The Committee may take action without a meeting, provided that a consent in writing setting forth the action to be taken is signed by all of the Committee Members.

Section 5.6         Compensation.  Committee Members, other than the Executive Director, if appointed pursuant to Section 6.1, shall serve as volunteers and receive no compensation for services rendered.  Committee members may be reimbursed for actual and necessary expenses incurred in the performance of their duties to the Institute.

ARTICLE VI

Executive Director

Section 6.1         Executive Director.  The Board of Directors may appoint an Executive Director to serve at its pleasure.  The Executive Director shall not be a Director or Officer of the Institute.  If employed, the Executive Director shall manage the affairs of the Institute according to the policies, principles, practices and budget authorized by the Board of Directors, and shall be responsible for management of personnel, finances and programs.  If employed, the Executive Director shall be responsible for staff management including hiring, training, disciplinary action, and discharge.

Section 6.2         Duties.  The Executive Director, if appointed, shall perform such duties as may be assigned by the Board of Directors.

ARTICLE VII

Advisors

Section 7.1         Advisors.  The Board of Directors may appoint Advisors to serve at its pleasure.

Section 7.2         Duties.  Advisors, if appointed, shall perform such duties as may be assigned by the Board of Directors and/or the Chairperson.

ARTICLE VIII

Conflict of Interest Policy; Tax-Exempt Status

Section 8.1         Purpose of Conflict of Interest Policy.  The Institute hereby establishes the following conflict of interest policy (the “Policy”) in order to protect the Institute’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Director, Officer, or Committee Member, or might result in a possible excess benefit transaction.  This Policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

Section 8.2         Definitions.  “Interested Person” shall mean any Director, Officer, or Committee Member who has a direct or indirect “Financial Interest.”  A person has a Financial Interest if such person has, directly or indirectly, through business, investment, or family, (a) an ownership or investment interest in any entity with which the Institute has a transaction or arrangement; (b) a compensation arrangement with any entity or individual with which the Institute has a transaction or arrangement, or (c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Institute is negotiating a transaction or arrangement.  “Compensation” includes direct and indirect remuneration, in addition to not insubstantial gifts or favors.

Section 8.3         Determination of Conflict of Interest.  A Financial Interest is not necessarily a conflict of interest.  The Board of Directors, or a designated committee thereof, shall determine, in accordance with the Policy, whether or not a conflict of interest exists with respect to a person’s Financial Interest.

Section 8.4         Disclosure Obligations.  In connection with any actual or potential conflict of interest, an Interested Person must disclose the existence of the Financial Interest to the Board of Directors or a designated committee and be given the opportunity to disclose all material facts to the Board of Directors or the designated committee considering the proposed transaction or arrangement.  After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, the Interested Person shall leave the Board of Directors or designated committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining Board or committee members shall decide if a conflict of interest exists. 

Section 8.5         Procedures for Addressing Conflict of Interest.  While an Interested Person may make a presentation at the meeting of the Board of Directors or a designated committee, regarding the Financial Interest, he or she shall not be present for the discussion of the transaction or arrangement involving the possible conflict of interest or vote thereon by the Board of Directors or a designated committee.  If appropriate, the Chairperson of the Board of Directors or the Chairperson of a designated committee shall appoint a disinterested person or persons to investigate alternatives to the proposed transaction or arrangement.  After exercising due diligence, the Board of Directors or the designated committee shall determine whether the Institute can obtain with reasonable effort a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.  If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors or the designated committee shall determine by an affirmative vote of a majority of the directors on the board of directors (or on the designated committee) who have no direct or indirect interest in the transaction, whether the transaction or arrangement is in the Institute’s best interests for its own benefit and whether it is fair and reasonable.  A transaction shall not be authorized, approved, or ratified under this Section by a single director. If a majority of the directors or designated committee members who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this Section.

Section 8.6         Violations of the Conflict of Interest Policy.  If the Board of Directors or the designated committee has reasonable cause to believe a director, officer, or committee member has failed to disclose an actual or possible conflict of interest, it shall inform the director, officer, or committee member of the basis for such belief and afford the director, officer, or committee member an opportunity to explain the alleged failure to disclose.  If, after hearing the response and after making further investigation as warranted by the circumstances, the Board of Directors or the designated committee determines the director, officer or committee member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective actions.

Section 8.7         Records of Proceedings.  The minutes of the Board of Directors or the designated committee shall contain:

a.                    The names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, and the Board of Directors’ or the designated committee’s decision as to whether a conflict of interest in fact existed; and

b.                   The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 8.8         Annual Statements.  Each director, officer, and committee member shall annually sign a statement that affirms such person has received a copy of the Policy, has read and understands the Policy, has agreed to comply with the Policy, and understands that the Institute is charitable and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 8.9         Periodic Reviews.  To ensure the Institute operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, the Institute shall conduct periodic reviews.  The periodic reviews shall, at a minimum, include the following subjects:

a.                    Whether all compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining; and

b.                   Whether partnerships, joint ventures, and arrangements with management organizations conform to the Institute’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in private inurement, impermissible private benefit, or an excess benefit transaction.

The Institute shall be permitted to hire outside experts in connection with the periodic reviews, but the use of outside experts shall not relieve the Board of Directors of its responsibility for ensuring periodic reviews are conducted.

Section 8.10      No Loans.  The Institute shall not make any loans, guarantees, or other form of security to its directors, officers, or committee members.

Section 8.11      No Private Inurement.  No part of the net earnings of the Institute shall inure to the benefit of, or be distributable to any director, officer, committee member, or other private person, except that the Institute shall be authorized and empowered to pay reasonable compensation for services rendered (but only if not prohibited by other sections of these bylaws), and to make payments and distributions in furtherance of the purposes set forth herein.

Section 8.12      Compensation.  A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Institute for services is precluded from voting on matters pertaining to that member’s own compensation.  A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Institute for services is precluded from voting on matters pertaining to that member’s own compensation. No voting member of the Board of Directors or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Institute, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 8.13      Limitation on Lobbying Activities.  No substantial part of the activities of the Institute shall be the carrying on of propaganda, or otherwise attempting to influence legislation.  The Institute may, if permitted under the Code, make the election provided for in section 501(h) of the Code with respect to influencing legislation and, only if the Institute so elects, make lobbying or grass roots expenditures that do not normally exceed the ceiling amounts prescribed by section 501(h)(2)(B) and (D) of the Code.

Section 8.14      No Political Campaign Activities.  The Institute 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.

Section 8.15      Maintenance of Tax-exempt Status.  Notwithstanding any other provision of these By-Laws, the Institute shall not directly or indirectly carry on any activity not permitted to be carried on (a) by an organization described in section 501(c)(3) of the Code and exempt from federal income tax under section 501(a) of the Code, or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Code.

ARTICLE IX

Indemnification and Insurance

Section 9.1         Indemnification.

a.                    Unless otherwise prohibited by law, the Institute shall indemnify all Directors, Officers, Committee Members, Advisors, and employees of the Institute against any and all expenses and liabilities actually and necessarily incurred by him/her or imposed on him/her in connection with any claim, action, suit, or proceeding (whether actual or threatened, criminal, administrative, or investigative, including appeals) to which he/she is made a party by reason of being or having been such Director, Officer, Committee Member, Advisor, or employee, subject to the limitation, however, that there shall be no indemnification in relation to matters as to which he/she shall be adjudged in such claim, action, suit, or proceeding to be guilty of a criminal offense or liable to the Institute for damages arising out of his/her negligence or misconduct in the performance of a duty to the Institute.

b.                   Amounts paid in indemnification of expenses and liabilities shall include, but not be limited to, attorneys’ fees and other fees, costs, disbursements, judgments, fines, penalties against, and amounts paid in settlement by such Director, Officer, Committee Member, Advisor, or employee.  The Institute may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of any Director, Officer, Committee Member, Advisor, or employee; provided, however, that such Director, Officer, Committee Member, Advisor, or employee shall undertake to repay or reimburse such expense if it should be ultimately determined that he/she is not entitled to indemnification under this Section.

c.                    The indemnification provided by this Section shall not be deemed exclusive of any other rights to which such Director, Officer, Committee Member, Advisor, or employee may be entitled under any statute, By-Law, agreement, vote of the Board of Directors, or otherwise, and shall not restrict the power of the Institute to may any indemnification permitted by law.

Section 9.2         Insurance.  The Board of Directors may authorize the purchase of insurance on behalf of any Director, Officer, Committee Member, Advisor, or employee against any liability asserted against or incurred by him/her that arises out of acts taken in such capacity, whether or not the Foundation would have the power to indemnify the person against that liability under law.

Section 9.3         Limitation on Rights.  The indemnification, reimbursement, and insurance provisions set forth in this Article IX shall not apply in any instance where such relief (a) is inconsistent with any provision of the Code applicable to corporations that are described in Code Section 501(c)(3) and that are exempt from federal income tax under Code Section 501(a), or (b) would subject the Institute or any other person to the excise taxes provided for in Code Chapter 42.

ARTICLE X

Transaction Approval Policy

Section 10.1      Approval Required for Certain Transactions.  The signatures of any two (2) individuals serving as the Institute’s Executive Director or Officers shall be required to approve any transaction with a value equal to or exceeding $5,000, including, but not limited to, the opening of a new bank or investment account, the withdrawal of funds from a bank or investment account, the transfer of funds between accounts, or the entry into a contract for goods or services, or approval of grants.

ARTICLE XI

Fiscal Year

Section 11.1      Fiscal Year.  The fiscal year of the Institute shall be October 1 through September 30.

ARTICLE XII

Amendments

Section 12.1      Amendments.  These By-Laws may be amended at any meeting of the Board of Directors; provided that notice of any proposed amendment must be given to each Director at least ten days prior to the meeting at which the proposed amendment is voted on.

ARTICLE XIII

Severability

Section 13.1      Severability.  In the event any provision (or portion thereof) of these By-Laws shall be found to be invalid, prohibited, or unenforceable for any reason, the remaining provisions (or portions thereof) of these By-Laws shall be deemed to remain in full force and effect, and shall be construed as if such invalid, prohibited, or unenforceable provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of the Institute that each such remaining provision (or portion thereof) of these By-Laws remain, to the fullest extent permitted by law, applicable and enforceable, notwithstanding any such finding.