BYLAWS of Life Project of North Carolina

EIN 46-4331987
ARTICLE I
Name, Office, and Duration
1. Name. The name of this organization is Life Project of
North Carolina.
2. Location. The principle place of business and
administrative office shall be 333 Jeremiah Blvd. Charlotte,
North Carolina 28262
3. Duration. The Organization shall have perpetual existence.
ARTICLE II
Purpose
1. Purpose. Life Project of North Carolina The Organization
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:

Vision
The vision of Life Project of North Carolina to meet the
needs of the people by improving the humanity and
spirituality of the individual or citizens in disadvantaged
environments or communities for quality of life
improvement.
Mission
Life Project of North Carolinas mission is to enhance
the quality of life in our schools and community through
individual and family services, local programs, and
partnerships with other organizations. We will achieve
this by focusing on:
Education
Hunger Relief
Community Development
ARTICLE III
Membership
1. Membership. The Organization shall have no members.
ARTICLE IV
Board of Directors
1. Election. The Organization shall designate a Board of
Directors who shall initially be appointed to serve as
Directors until such Directors death, resignation, or removal
as provided by these bylaws.
2. Number. The initial number of Directors shall be three (5)
and may be increased or decreased without further

amendment of these bylaws. At no time may the number of

Directors be less than three (3).
3. Qualifications. To serve as a Director, an individual shall
have prior experience serving in a non-profit or ministry
capacity, general business or entrepreneurial experience,
and shall have a commitment to the mission and vision of
the Organization.
4. Powers. The Board of Directors shall have all corporate
authority, except such powers as are otherwise provided in
these bylaws and the laws of the State of North Carolina, to
conduct the affairs of the Organization in accordance with
these bylaws. The Board of Directors may by general
resolution delegate to committees of their own number, or to
officers of the Organization such powers as they deem
appropriate.
5. Meetings. Regular meetings of the Board of Directors shall
be held at the place and time designated by the Board of
Directors including phone conference calls, quarterly or
annual meetings, or otherwise called by a majority of the
Board of Directors.
6. Special Meetings. Special meetings may be called by the
Executive Director of the Organization or a majority of the
Board of Directors. Persons authorized to call special
meetings shall provide notice of the time and location of
such meetings and state the purpose thereof, and no other
matter shall be considered by the Board of Directors at such
special meeting except upon unanimous vote of all Directors
present.
7. Annual Meetings. Directors may meet each year for the
purpose of organization, the election of officers, and
transaction of other business. The time and location of such
meeting shall be noticed in writing.

8. Notice and Waiver. Notice of regular meetings and special

meetings need not be in writing. Attendance at any meeting
shall be considered waiver of the notice requirement thereof.
9. Quorum. A quorum shall consist of a majority of the
Directors. If at any meeting, less than a quorum is present,
the majority may adjourn the meeting without further notice
to the absent Director.
10. Vacancy. Any vacancy occurring in the Board of Directors
shall be filled by majority vote of the remaining Directors,
though less than a quorum. Each person so elected shall
serve until the duration of the unexpired term, or until the
next annual meeting. The incorporating Board of Directors
shall serve initial terms of three years unless otherwise
asked and agreed upon by a majority of the Board of
Directors.
11. Removal. Any Director may be removed by majority vote
of the remaining Directors for failure to act in the best
interests of the Organization, or lack of sympathy with the
stated purpose of the Organization.
12. Compensation. Directors shall receive no compensation
for their service as Directors.
ARTICLE V
Officers
1. Designation of Officers. The officers of the Organization
shall be the Chairperson, Vice Chair and Secretary, and they
shall have authority to carry out the duties prescribed in
these bylaws. The initial officers of the Organization shall be
designated by the incorporators, and shall serve for one three years.
2. Election and Term. Officers of the Organization shall be
reelected at the annual meeting of the Board of Directors,

and shall serve for one year or until their replacements are
elected and qualified.
3. Removal. At any regular or special meeting, any officer
may be removed by majority vote of the Board of Directors
for failure to carryout the duties of the office as prescribed
by these bylaws, conduct detrimental to the Organization, or
for lack of sympathy with the stated purpose of the
Organization. Any officer proposed to be removed is entitled
to five (5) business days notice of the meeting at which the
removal shall be considered and may address the Board of
Directors at such meeting.
4. Vacancy. Vacancies, in any office for any reason, shall be
filled by the Board of Directors for the unexpired term of
office.
5. Duties of Offices.
A. Executive Director: The Executive Director is the Chief
Executive Officer of this Organization and will, subject to the
control of the Board of Directors or any Committees,
supervise and control the affairs of the Organization. The
Executive Director will perform all duties incident to the
office of Executive Director and any other duties that may be
required by these Bylaws or prescribed by the Board of
Directors.
B. Board Chairperson: The Chairperson serves as the Chief
Volunteer of the Life Project of North Carolina and partners
with the Executive Director in achieving the organization's
mission through the following activities:
Provides leadership to the Board of Directors, who set
policy and to whom the Executive Director is
accountable.
Chairs meetings of the Board after developing the
agenda with the Executive Director.
Encourages Board's engagement in the work of Life
Project of North Carolina including volunteering,

connections to organizational customers (custom

sales), donors and event sales and leads by example.
Appoints the chairpersons of committees, in
consultation with other Board members.
Discusses issues confronting the organization with the
Executive Director.
Helps guide and mediate Board actions with respect to
organizational priorities and governance concerns.
Reviews with the Executive Director any issues of
concern to the Board.
Monitors financial planning and financial reports.
Evaluates the performance of the Executive Director
and the effectiveness of the Board members.
Guides the Board in the annual evaluation of the
performance of the organization in achieving its
mission.

C. Board Vice-Chair: The Vice-Chair is the successor to the

Chair position. The Vice-Chair performs Chair responsibilities
when the Chair is not available. The Vice-Chair reports to the
Board Chair and works closely with the Chair and other staff
and Board members.
D. Secretary: The Secretary maintains records of the Board
and ensures effective management of organization's records
including recording minutes of board meetings and ensures
minutes are distributed to members shortly after each
meeting.
ARTICLE VI
Restrictions on Actions
1. All the assets and earnings of the Organization 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
Organization or be distributed to its Directors, officers, or

any private person, except that the Organization shall be

empowered to pay reasonable compensation for services
rendered and make payments and distributions in
furtherance of the purposes set forth in Article II of these
bylaws.
2. Notwithstanding any other provision of these bylaws, the
Organization 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 Organization 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 Organization.
3. No substantial part of the Organizations activity shall be
for the carrying on of a campaign of propaganda or
otherwise attempting to influence legislation. The
Organization 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. In particular, but not without limitation of the generality of
the foregoing paragraph, during such time as the
Organization 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.
ARTICLE VII
Contracts, Checks, Deposits and Funds
1. Contracts. The Board of Directors may authorize, by
general resolution, a Director or Directors, an agent or
agents, in addition to persons authorized by these bylaws to
enter into any contract on behalf of the Organization.
2. Checks, Drafts and Orders of Payment. All checks, drafts,
notes, or orders of payment or other evidence of
indebtedness issued in the name of the Organization shall be
signed by the Officer or Board agent such as the Board of
Directors may from time to time designate by general
resolution of the Board of Directors.
3. Deposits. All funds of the Organization shall be deposited
from time to time to the credit of the Organization in such
banks, trust companies, of other depositories as the Board of
Directors may designate.
4. Gifts. The Directors, collectively or individually, any officer
or designated agent may accept gifts, contributions,
bequests, or devise of any property on behalf of the
Organization.

5. Loans. No Director, Officer or agent shall have the

authority, on behalf to the Organization, to enter into a loan
or any other contract of indebtedness except by unanimous
vote in a specific resolution of the Board of Directors. The
authority designated by this provision shall be limited to a
single and specific instance.
ARTICLE VIII
Dissolution
Upon dissolution of the Organization, the Board of Directors
shall, after paying or making provision for payment of all
liabilities of the Organization, including the costs and
expenses of such dissolution, dispose of all the assets of the
Organization exclusively for the exempt purposes of the
Organization 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 last Board of
Directors. None of the assets will be distributed to any officer
or director of the Organization. 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.
ARTICLE IX
Statement of Nondiscrimination
Notwithstanding any provision of these bylaws, the
Organization shall not discriminate against any director,
officer, employee, applicant, or participant on the basis of
sex, race, color, ethnicity or national origin.
ARTICLE X
The Board of Directors shall have the power to amend, alter,
make and repeal the bylaws of the Organization by majority
vote.
Adoption of Bylaws

Adopted by the Board of Directors by resolution and vote of

all directors on the date below:

________________________________[Date}

[First Board Member's Name Here], Signature

________________________________[Date]

[Second Board Member's Name Here], Signature

________________________________[Date]

[Third Board Member's Name Here], Signature

________________________________[Date]

[Fourth Board Member's Name Here], Signature

________________________________[Date]

[Fifth Board Member's Name Here], Signature

________________________________[Date]