Section 1. Name
The name of this organization shall be the MM4 Foundation, Inc. (hereinafter referred to as the "Foundation" or "Corporation").
Section 2. Purpose
The MM4 Foundation is organized exclusively for charitable, educational, and scientific purposes under Section 501(c)(3) of the Internal Revenue Code. The Foundation’s mission is to enrich the lives of youth in the North Side of Richmond, Virginia, through programs and initiatives that foster personal, academic, and social development.
The principal office of the Foundation shall be located in Richmond, Virginia. The Board of Directors may establish additional offices as necessary to further the objectives of the Foundation.
The Foundation shall have no members. The Foundation's affairs shall be managed by its Board of Directors.
Section 1. General Powers
The affairs, activities, and operations of the Foundation shall be managed by its Board of Directors (hereinafter the "Board"). The Board shall have full authority to govern and control the policies and property of the Foundation.
Section 2. Number and Qualifications
The Board shall consist of not fewer than three (3) Directors. Directors shall be individuals committed to furthering the Foundation’s purpose and mission.
Section 3. Terms of Office
Directors shall serve a term of three (3) years and may serve consecutive terms if re-elected. Terms shall be staggered so that approximately one-third of the Board is elected each year.
Section 4. Election of Directors
Directors shall be elected by a majority vote of the existing Board at the annual meeting or a special meeting called for this purpose.
Section 5. Vacancies
Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall serve for the remainder of the unexpired term.
Section 6. Removal
A Director may be removed by a two-thirds vote of the remaining Directors whenever, in their judgment, the best interests of the Foundation would be served.
Section 7. Compensation
Directors shall not receive compensation for their services as Directors. However, Directors may be reimbursed for reasonable expenses incurred on behalf of the Foundation.
Section 1. Officers
The officers of the Foundation shall be a President, Vice President, Secretary, and Treasurer. The Board may establish other offices as it deems necessary.
Section 2. Election and Term of Office
Officers shall be elected annually by the Board at the annual meeting. Each officer shall serve a one-year term and may be re-elected.
Section 3. Removal of Officers
Any officer elected by the Board may be removed by a majority vote of the Board whenever, in their judgment, the best interests of the Foundation would be served.
Section 4. Duties of Officers
The Board may create committees as deemed necessary to fulfill the mission of the Foundation. Each committee shall have a designated purpose, and the committee chair shall report to the Board on activities and progress.
Section 1. Regular Meetings
The Board shall hold at least four (4) regular meetings each year. The schedule and location of regular meetings shall be determined by the Board.
Section 2. Annual Meeting
An annual meeting of the Board shall be held for the purpose of electing Directors and officers and transacting other business. Notice of the annual meeting shall be given at least thirty (30) days in advance.
Section 3. Special Meetings
Special meetings of the Board may be called by the President or any two Directors. Notice of a special meeting shall be given at least seven (7) days in advance.
Section 4. Quorum
A quorum for the transaction of business at any meeting of the Board shall be a majority of the current Directors.
Section 5. Voting
Each Director shall have one vote. The act of a majority of the Directors present at a meeting where a quorum is present shall be the act of the Board, unless otherwise specified.
Section 1. Fiscal Year
The fiscal year of the Foundation shall begin on January 1 and end on December 31.
Section 2. Financial Controls
The Board shall ensure that appropriate financial controls are in place to protect the Foundation’s assets. The Treasurer shall provide regular financial reports to the Board.
Section 3. Annual Audit
An annual financial review or audit shall be conducted by an independent auditor or committee as determined by the Board.
Directors shall disclose any potential conflict of interest regarding any matter before the Board. Directors with a conflict of interest shall abstain from voting on related matters.
The Foundation shall indemnify its Directors, officers, and employees to the fullest extent allowed by Virginia law, provided they have acted in good faith and in the Foundation's best interests.
These Bylaws may be amended by a two-thirds vote of the Directors present at a meeting where a quorum is established, provided notice of the proposed amendment has been given at least fourteen (14) days in advance.
Upon dissolution of the Foundation, any remaining assets, after payment of all liabilities, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or to federal, state, or local government for public purposes. No part of the assets shall inure to the benefit of any private individual or Director.
Certification
These Bylaws were adopted by the Board of Directors of the MM4 Foundation on November 23, 2024.
MM4 Foundation, Inc.
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