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BY-LAWS
Advisory Board of The Carl B. Kern Fund
of The Dayton Foundation
approved June 14, 1989
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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.
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