Effective Date: March 18, 2019
THESE BYLAWS of Azura, Inc., a nonprofit corporation incorporated pursuant to the North Carolina Nonprofit Corporation Act (the “Company”), is executed as of the Effective Date, by and among the Company and the Persons executing this Agreement as the Officers and Directors.
WHEREAS, prior to the Company’s incorporation, the Company operated as an unorganized, unincorporated nonprofit company, commencing on or about June 1, 2017.
WHEREAS, the Company incorporated pursuant to the North Carolina Nonprofit Corporation Act on or about March 18, 2019.
NOW, THEREFORE, BE IT RESOLVED, that the Bylaws are hereby ratified, confirmed and adopted as set forth below.
1. Principal Office. The principal office of the Company shall be located in Buncombe County, North Carolina or at such place as is designated by the Board of Directors of the Company (the “Board”).
2. Registered Office. The registered office of the Company required by law to be maintained in the State of North Carolina may be, but need not be, identical to the principal office of the Company.
3. Other Offices. The Company may have offices at such other places, either within or without the State of North Carolina, as the Board may from time to time determine or as the business of the Company may require.
1. Charitable Purpose. The Company is organized exclusively for charitable, religious, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, 1986, or the corresponding provision of any future federal law. Such purposes include but are not limited to:
(a) Creating and maintaining a sanctuary for spiritual education, healing, and rejuvenation, to inspire beneficial change in the lives of many persons.
(b) Developing and maintaining state of the art design, and body regeneration technologies and services to assist persons in their spiritual development.
(c) Creating and fostering an environment where persons may be enabled to undergo spiritual transformations and enlightenment within a safe, educational, and inspiring environment.
1. Membership. The Company shall have members.
1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by, the Board or by such committees as the Board may establish pursuant to these Bylaws.
2. Number, Term and Qualification. Except as otherwise provided in the Articles of Incorporation, the number of directors which shall constitute the whole Board shall be determined from time to time by resolution of the Board, but in no event shall be less than one (1). Each director shall hold office until his death, resignation, retirement, removal, disqualification or his or her successor is elected and qualified. Directors need not be residents of the State of North Carolina.
3. Election of Directors. Except as otherwise provided in these Bylaws, directors shall be elected at the annual meeting of Board, and those persons who receive the highest number of votes at a meeting at which a quorum is present shall be deemed to have been elected.
4. Removal. Directors may be removed from office with or without cause by a majority vote of the Board.
5. Chairman. There may be a Chairman of the Board elected by the directors from their number at any meeting of the Board. The Chairman shall preside at all meetings of the Board and perform such other duties as may be directed by the Board.
6. Compensation. The Board may provide for the compensation of directors for their services as such and may provide for the payment of any and all expenses incurred by the directors in connection with such services.
MEETINGS OF DIRECTORS
1. Regular Meetings. The Board may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of regular meetings of the Board.
2. Special Meetings. Special meetings of the Board may be called by or at the request of the Chairman of the Board (if one (1) has been duly elected), the Chief Executive Officer, the President or any two (2) directors. Such meetings may be held either within or without the State of North Carolina.
3. Notice of Meetings.
(a) Regular meetings of the Board may be held without notice.
(b) The person or persons calling a special meeting of the Board shall, at least two (2) days before the meeting, give notice thereof either personally or by facsimile transmission, mail private carrier or electronic means, or by any other means permitted by law. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten (10) days in any one adjournment.
(c) A director, in a signed writing, may waive notice of any meeting before or after the date and time stated in the notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and does not vote for or assent to action taken at the meeting.
4. Quorum. A majority of the directors in office immediately before the meeting shall constitute a quorum for the transaction of business at any meeting of the Board.
5. Manner of Acting.
(a) Except as otherwise provided in this paragraph 5, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless a greater number is required by law, the Articles of Incorporation or a Bylaw.
(b) A director who is present at a meeting of the Board 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 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 to the Secretary immediately after the adjournment of the meeting. Such right of dissent shall not apply to a director who voted in favor of such action.
(c) The vote of a majority of the number of directors then in office shall be required to adopt a resolution constituting an Executive Committee or other committee of the Board. The vote of a majority of the directors then holding office shall be required to adopt, amend or repeal a Bylaw or to adopt a resolution dissolving the Company in circumstances authorized by law. Vacancies in the Board may be filled as provided in these Bylaws.
6. Informal Action by Directors. Action taken by the directors or members of a committee of the Board without a meeting is nevertheless Board or committee action if written consent to the action in question is signed by all of the directors or members of the committee, as the case may be, and filed with the minutes of the proceedings of the Board or committee, whether done before or after the action so taken. Such action will become effective when the last director or committee member signs the written consent, unless the written consent specifies a different date. A director’s consent to action taken without meeting may be in electronic form and delivered by electronic means.
7. Attendance by Telephone. Any one or more directors or members of a committee may participate in a meeting of the Board or committee by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other simultaneously, and such participation in the meeting shall be deemed present in person at such meeting.
1. Number. The officers of the Company shall consist of a Chief Executive Officer, a President, a Secretary, a Treasurer and such Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as the Board may from time to time appoint. Any two (2) or more offices, other than those of Chief Executive Officer and President on the one hand, and Secretary on the other hand, or any combination thereof, may be held by the same person. In no event, however, may an officer act in more than one capacity where action of two or more officers is required.
2. Appointment and Term. The officers of the Company shall be appointed by the Board. Such appointment may be made at any regular or special meeting of the Board. Each officer shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is appointed and qualified.
3. Removal. Any officer or agent appointed by the Board may be removed by the Board with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
4. Compensation. The compensation of all officers of the Company shall be fixed by the Board.
5. Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board, supervise and control the management of the Company in accordance with these Bylaws. The Chief Executive Officer shall, in the absence of a Chairman of the Board, preside at all meetings of the Board; shall sign, with any other proper officer, any deeds, mortgages, bonds, contracts or other instruments which may be lawfully executed on behalf of the Company, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board to some other officer or agent; and, in general, shall perform all duties incident to the office and such other duties as may be prescribed by the Board from time to time.
6. President. If the Board has not designated the Chairman of the Board or another officer as the Chief Executive Officer, the President shall be the Chief Executive Officer and perform the duties and exercise the powers of that office. In addition, the President shall perform all duties incident to the office of the President and such other duties and shall have such other powers as the Board or the Chief Executive Officer (if the President is not the Chief Executive Officer) may from time to time prescribe. If the Board has designated a Chief Executive Officer, the President shall, in the absence or disability of the Chief Executive Officer, exercise the powers of that office.
7. Vice Presidents. The Vice Presidents, in the order of their appointment, unless otherwise determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of that office. In addition, they shall perform such other duties and have such other powers as the President or the Board shall prescribe.
8. Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of the Board and committees thereof. The Secretary shall give all notices required by law and by these Bylaws. The Secretary shall maintain the corporate books and records and the corporate seal, and the Secretary shall affix the corporate seal to any lawfully executed instrument requiring the corporate seal. The Secretary shall sign such instruments as may require the Secretary’s signature and, in general, attest the signature or certify the incumbency or signature of any other officer of the Company and shall perform all duties incident to the office of Secretary and such other duties as may be assigned to the Secretary from time to time by the Chief Executive Officer, the President or by the Board.
9. Treasurer. The Treasurer shall have custody of all funds and securities belonging to the Company and shall receive, deposit or disburse the same under the direction of the Board. The Treasurer shall keep full and accurate accounts of the finances of the Company which may be consolidated or combined statements of the Company and one (1) or more of its subsidiaries as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year and a statement of cash flows for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the Company on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. The Treasurer shall, in general, perform all duties incident to the Treasurer’s office and such other duties as may be assigned to the Treasurer from time to time by the Chief Executive Officer, the President or by the Board.
10. Assistant Secretaries and Treasurers. The Assistant Secretaries and Assistant Treasurers shall, in the absence or disability of the Secretary or the Treasurer, perform the respective duties and exercise the respective powers of those offices, and they shall, in general, perform such other duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Chief Executive Officer, the President or by the Board.
11. Controller and Assistant Controllers. The Controller, if one has been appointed, shall have charge of the accounting affairs of the Company and shall have such other powers and perform such other duties as the Board shall designate. Each Assistant Controller shall have such powers and perform such duties as may be assigned by the Controller or the Board, and the Assistant Controllers shall exercise the powers of the Controller during that officer’s absence or inability to act.
CONTRACTS, LOANS AND DEPOSITS
1. Contracts. The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Company, and such authority may be general or confined to specific instances.
2. Loans. No loans shall be contracted on behalf of the Company, and no evidence 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.
3. Checks and Drafts. All checks, drafts or other orders for the payment of money issued in the name of the Company shall be signed by such officer or officers, or agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board.
4. Deposits. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such depository or depositories as the Board shall direct.
INDEMNIFICATION AND REIMBURSEMENT
OF DIRECTORS AND OFFICERS
1. Indemnification for Expenses and Liabilities.
(a) Any person who at any time serves or has served: (i) as a director or officer of the Company, (ii) at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or (iii) at the request of the Company as a trustee or administrator under an employee benefit plan shall have a right to be indemnified by the Company to the fullest extent from time to time permitted by law against Liability and Expenses in any Proceeding (including without limitation a Proceeding brought by or on behalf of the Company itself) arising out of his or her status as such or activities in any of the foregoing capacities or results from him or her being called as a witness at a time when he has not been made a named defendant or respondent to any Proceeding.
(b) The Board shall take all such action as may be necessary and appropriate to authorize the Company to pay the indemnification required by this provision, including, without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him.
(c) Any person who at any time serves or has served in any of the aforesaid capacities for or on behalf of the Company shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the rights provided for herein. Any repeal or modification of these indemnification provisions shall not affect any rights or obligations existing at the time of such repeal or modification. The rights provided for herein shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from this provision.
(d) The rights granted herein shall not be limited by the provisions contained in Sections 55A-8-51 through 55A-8-56 of the North Carolina Nonprofit Corporation Act or any successor to such statutes.
2. Advance Payment of Expenses. At the discretion of the Board, the Company may (upon receipt of an undertaking by or on behalf of the director or officer involved to repay the Expenses described herein unless it shall ultimately be determined that he is entitled to be indemnified by the Company against such Expenses) pay Expenses incurred by such director or officer in defending a Proceeding or appearing as a witness at a time when he has not been named as a defendant or a respondent with respect thereto in advance of the final disposition of such Proceeding.
3. Insurance. The Company shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise or as a trustee or administrator under an employee benefit plan against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him or her against such liability.
4. Definitions. The following terms as used in this Article VIII shall have the following meanings. “Proceeding” means any threatened, pending or completed action, suit or proceeding and any appeal therein (and any inquiry or investigation that could lead to such action, suit or proceeding), whether civil, criminal, administrative, investigative or arbitrative and whether formal or informal. “Expenses” means expenses of every kind, including counsel fees. “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), reasonable expenses incurred with respect to a Proceeding and all reasonable expenses incurred in enforcing the indemnification rights provided herein. “Director,” “officer,” “employee” and “agent” include the estate or personal representative of a director, officer, employee or agent. “Company” shall include any domestic or foreign predecessor of this Company in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.
RESTRICTIONS ON ACTIONS
1. Assets and Earnings. All the assets and earnings of the Company shall be used exclusively for its exempt purposes, including the payment of expenses incidental thereto. No part of any net earnings shall inure to the benefit of any employee of the Company or be distributed to its directors, officers, or any private person, except that the Company shall be empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in these Bylaws.
2. 501(c)(3) Activities. Notwithstanding any other provision of these bylaws, the Company will not carry on any activities not permitted by an organization exempt under Section 501(c)(3), Internal Revenue Code, 1986, or the corresponding provision of any future federal law, or organizations whose contributions which are exempt under Section 170(c)(2), Internal Revenue Code, 1986, or the corresponding provision of any future federal law. The Company shall have no capital stock, pay no dividends, distribute no part of its net income or assets to any directors, officers, and private property of the subscribers, directors or officers shall not be liable for the debts of the Company.
3. No Campaign or Propaganda Activities
No substantial part of the Company’s activity shall be for the carrying on of a campaign of propaganda or otherwise attempting to influence legislation. The Company shall not participate in any political campaign, will not engage in political campaigns or attempt to influence legislation or interfere with any political campaign on behalf or in opposition to any candidate for public office.
4. Foregoing Profits. In particular, but not without limitation of the generality of the foregoing paragraph, during such time as the Company may be considered a private foundation as defined by Section 509(a), Internal Revenue Code, 1986, or the corresponding provision of any future federal law, it shall not:
(a) Fail to distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942, Internal Revenue Code, 1986, or the corresponding provision of any future federal law.
(b) Engage in any act of self-dealing as defined in Section 4941(d), Internal Revenue Code, 1986, or the corresponding provision of any future federal law.
(c) Retain any excess business holdings as defined in Section 4943(c), Internal Revenue Code, 1986, or the corresponding provision of any future federal law.
(d) Make any investment on such manner as to subject it to tax under Section 4944, Internal Revenue Code, 1986, or the corresponding provision of any future federal law.
(e) Make any taxable expenditures as defined in Section 4945(d), Internal Revenue Code, 1986, or the corresponding provision of any future federal law.
1. Dissolution. Upon dissolution of the Company, the Board shall, after paying or making provision for payment of all liabilities of the Corporation, including the costs and expenses of such dissolution, dispose of all the assets of the Corporation exclusively for the exempt purposes of the Corporation or distributed to an organization described in Section 501 (c)(3) or 170 (c)(2) of the Internal Revenue Code, 1986 or the corresponding provisions of any future federal law, as shall be selected by the Board. None of the assets will be distributed to any officer or director of the Company. Any such assets so disposed of shall be disposed of by, and in the manner designated by, the state court having jurisdiction over the matter.
STATEMENT OF NONDISCRIMINATION
1. Nondiscrimination. Notwithstanding any provision of these Bylaws, the Company shall not discriminate against any director, officer, employee, applicant, or participant on the basis of sex, race, color, ethnicity or national origin.
1. Seal. The corporate seal shall be in such form as may be approved from time to time by the Board. Such seal may be an impression or stamp and may be used by the officers of the Company by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced. In addition to any form of seal adopted by the Board, the officers of the Company may use as the corporate seal a seal in the form of a circle containing the name of the Company and the state of its incorporation (or an abbreviation thereof) on the circumference and the word “Seal” in the center.
3. Fiscal Year. The fiscal year of the Company shall be determined by the Board.
4. Effective Date of Notice/Notice by Electronic Means. Written notice shall be effective at the earliest of the following: (i) when received; or (ii) on the date shown on the return receipt, if sent by certified mail, return receipt requested and the receipt is signed by or on behalf of the addressee.
5. Corporate Records. Any records maintained by the Company in the regular course of its business, may be in written form or in another form capable of conversion into written form within a reasonable time. The Company shall so convert any records so kept upon the request of any person entitled to inspect the same. The Company shall maintain at its principal office the following records: (a) Articles of Incorporation or Restated Articles of Incorporation and all amendments thereto; (b) Bylaws or Restated Bylaws and all amendments thereto; (c) a list of the names and business addresses of its current directors and officers; and (d) the Company’s most recent annual report.
6. Bylaw Amendments. Except as otherwise provided herein, and to the extent provided by law, these Bylaws may be amended or repealed and new Bylaws 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.
7. Gender/Plurals. All terms used in these Bylaws shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the context may require.
THIS IS TO CERTIFY that the above Bylaws were duly adopted by the Board of the Company by action taken, without a meeting, effective as of the date set forth above.
Phoenix Grivel Miller, Secretary
CONSENT OF THE INITIAL BOARD OF DIRECTORS OF
TO CORPORATE ORGANIZATION
March 18, 2019
The undersigned, being the initial director(s) of Azura, Inc., a North Carolina nonprofit corporation (the “Company”), do(es) hereby waive notice of the organizational meeting of the Board of Directors of the Company (the “Board”), and do(es) hereby adopt the following resolutions by signing this consent (this “Consent”), pursuant to the provisions of Section 55A-8-21 of the North Carolina Nonprofit Corporation Act.
ADOPTION OF BYLAWS
RESOLVED, that the Bylaws attached hereto as Exhibit A be, and they hereby are, adopted as the Bylaws of the Company.
ADOPTION OF CORPORATE SEAL
RESOLVED, that, pursuant to the Bylaws of the Company, the Board adopts as the corporate seal of the Company a circular seal containing the name of the Company and the state of its incorporation (or an abbreviation thereof) on the circumference and the word “Seal” in the center.
APPOINTMENT OF OFFICERS
RESOLVED, that the following persons be, and they hereby are, appointed as officers of the Company to serve in the office set forth opposite their respective names until their successors shall have been duly appointed and qualified:
Maxwell Lynn Gallman
President/Chief Executive Officer
Phoenix Grivel Miller
RESOLVED, that the proper officers be, and they hereby are, authorized and directed to select the financial depository of the Company (the “Bank”);
RESOLVED FURTHER, that the Bank, at its various branches, be, and it hereby is, designated as the depository of the Company and that funds deposited therewith may be withdrawn upon a check, draft, note or order of the Company, signed by an appropriate officer whose signature shall be certified to the Bank by the Secretary of the Company; and no checks, drafts, notes or orders drawn against such account shall be valid unless so signed;
RESOLVED FURTHER, that the Bank is hereby authorized to honor, receive, certify or pay all instruments signed in accordance with the foregoing resolutions even though drawn or endorsed to the order of any persons signing the same or tendered by him for cash, or in payment of the individual obligation of such person, or for deposit to his personal account; and the Bank shall not be required to inquire as to the circumstances of the issuance or use of any instrument signed in accordance with the foregoing resolution or the application or disposition of such instrument or the proceeds thereof;
RESOLVED FURTHER, that the printed form resolutions of the Bank are hereby incorporated and adopted by reference, and the officers of the Company are authorized to verify the same and deliver a certified copy to the Bank; and
RESOLVED FURTHER, that these resolutions shall remain in effect until rescinded or modified by resolution of the Board and until a certified copy of such resolution shall have been filed with the Bank.
RESOLVED, that the fiscal year of the Company be the twelve (12)-month period ending December 31st of each year.
MISCELLANEOUS ITEMS IN ORDER TO
COMPLETE THE ORGANIZATION
OF THE COMPANY
RESOLVED, that the proper officers of the Company be, and they hereby are, authorized to pay or cause to be paid all fees and expenses incident and necessary to the organization of the Company;
RESOLVED FURTHER, that the proper officers of the Company be, and they hereby are, authorized to pay or cause to be paid any costs previously advanced on behalf of the Company or expenses incurred on behalf of the Company prior to or subsequent to the organization;
RESOLVED FURTHER, that the proper officers of the Company be, and they hereby are, authorized and directed to do and perform all acts and things necessary and appropriate to commence and carry on the business which the Company was formed to conduct;
RESOLVED FURTHER, that any action taken prior to the date hereof by the incorporator, officers or directors in connection with the incorporation and organization of the Company be, and it hereby is, ratified and adopted as the action of the Company, effective as of the date such action was taken;
RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to take such other action as they deem necessary or appropriate in connection with the transactions contemplated by the foregoing resolutions; and
RESOLVED FURTHER, that this Consent may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Signature Page Follows.]
These actions and these resolutions are effective as of the date set forth above.
Maxwell Lynn Gallman
Phoenix Grivel Miller
ALL OF THE DIRECTORS