BY-LAWS

Advisory Board of The Carl B. Kern Fund
of The Dayton Foundation

approved June 14, 1989 .

I. PURPOSES AND FUNCTIONS

1. Advisory Functions
  • (A) The Advisory Board of The Carl B. Kern Fund (hereinafter called the "Advisory Board") shall perform advisory functions for the Governing Board of The Dayton Foundation (hereinafter called the "Governing Board"). In the performance of such advisory functions, the presentation shall be in summary form, such as to expedite the work of the Governing Board, but always with information and justification available in such detail as the Governing Board might require.
2. Subjects of Advisories

  • Work of the Advisory Board shall include but not be limited to the following:

  • (A) Development and implementation of strategies for promotion and fundraising activities for The Carl B. Kern Fund.

  • (B) Recommendations to, and review of, the beneficiary organization (currently Camp Kern), concerning the specific uses of income from The Carl B. Kern Fund as it applies to compliance of restrictions outlined in the Fund Agreement.

  • (C) Consideration of circumstances wherein distribution may need to be made from Fund principal.

  • (D) Recommendations to the Governing Board of alternative dispositions or distributions from The Carl B. Kern Fund should circumstances arise wherein the Fund's income cannot be distributed under the restrictions specified in the Fund Agreement.

II. MEMBERSHIP: APPOINTMENT, TERMS, VACANCIES, REMOVAL

1. Composition and Appointment
  • (A) There shall be no less than three (3) nor more than seven (7) members of the Advisory Board, each of whom shall be appointed to a specific term of membership by the Governing Board upon the recommendation of the Advisory Board membership.

  • (B) At least one member of the Advisory Board shall be a relative of the Carl B. Kern family or a representative thereiof.

  • (C) The Initial Donor of The Carl B. Kern Fund shall be allowed to serve on the Advisory Board for an unlimited number of terms.

  • (D) Honorary Members with non-voting status may be selected to the Advisory Board by action of the Advisory Board membership.
2. Terms
  • (A) Subsequent to the initial appointments, terms of membership in the Advisory Board shall be three years.

  • (B) The six members first appointed shall take office on March 8, 1988. Of the six members first appointed, one shall be appointed for a term of one year; one shall be appointed for a term of two years; and four shall be appointed for a term of three years.

  • (C) With the exception of the Initial Donor and the relative/representative of the Carl B. Kern family, no member shall serve more than three (3) consecutive three-year terms on the Advisory Board.
3. Vacancies
  • (A) In case of vacancy of any individual membership during its term, the Advisory Board shall request that the Governing Board appoint a successor to the particular membership, for the remainder of its term.
4. Removal
  • (A) Any member of the Advisory Board, upon recommendation by two-thirds of the Advisory Board membership, may be removed from membership by action of the Governing Board, for continuing non-attendance or non-participation or other cause, in the best interest of The Carl B. Kern Fund.

III. OFFICERS: APPOINTMENT, TERM, DUTIES, VACANCIES

1. Officers
  • (A) Officers of the Advisory Board shall include a Chairman only.
2. Appointment and Term
  • (A) The Chairman shall be elected by the Advisory Board for a term of two years, and may be re-elected for successive terms of one year by majority vote of the Advisory Board.
3. Duties
  • (A) The Chairman shall preside at all meetings of the Advisory Board; call meetings of the Advisory Board; and appoint members of the committees of the Advisory Board, subject to the consent of the Advisory Board.

  • (B) The Chairman, or a designate thereof, shall assume secretarial responsibilities and keep minutes of meetings of the Advisory Board, prepare advance materials as necessary for the use of the Advisory Board; and prepare advisories as directed, for transmittal by the Advisory Board to the Governing Board.
4. Vacancies
  • (A) In case of vacancy of the office of Chairman, the Governing Board shall appoint a Chairman pro tem until the Advisory Board has elected a succeeding Chairman to serve out the remainder of the term.

IV. MEETINGS: NOTICE AND QUORUM

1. Regular Meetings
  • (A) Regular meetings of the Advisory Board shall be held annually.
2. Special Meetings
  • (A) Special meetings of the Advisory Board, in addition to the regular annual meeting, shall be held on the call of the Chairman, or of a majority of the Advisory Board membership, or at the request of the Governing Board.
3. Notice
  • (A) Reasonable advance notice of all meetings shall be given in writing.
4. Quorum
  • (A) A majority of the full membership of the Advisory Board shall constitute a quorum. A majority of those present and participating shall be required for the taking of all actions of the Advisory Board.

V. AMENDMENT OF REGULATIONS

1. Amendment or Supplementation
  • (A) These regulations may be amended or supplemented by action of a majority of the full membership of the Advisory Board, at any regular meeting or by assent in writing. Amendments shall not be adopted which conflict with the Articles of Incorporation of The Dayton Foundation or the document establishing The Carl B. Kern Fund.