Agenda - 12-13-2011 - 8f - Laserfiche WebLink

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DRAFT PFAPC By-Laws 1 ~ Article XV. NIISCELLANEOUS Section 15.01 Rules and Regulations 'The Board shall have the power to make and adopt such rules and regulations not inconsistent with the law, Articles of Incorporation, or these By-Laws, as it may deem advisable for the management of the Corporation's business. and affairs. Section 15.02 Steering Committee The Steering Committee formed by the June 3, 2010 Interlocal Cooperation Agreement between Alamance, Chatham, Durham, and Orange Counties shall continue to meet until it dissolves either on June 30, 2015 or upon the termination of the Interlocal Cooperation Agreement. The Board may meet annually with the Steering Committee to discuss the operations, goals, and future of the Corporation. However, the Steering Committee shall have no authority over the operations, Board, or employees of the corporation, nor shall the Steering _Committee have authority to access any non- public documentation or to bind the Corporation in :any manner. Semi-annually, until such time as the Steering Committee dissolves, the Executive` Director shall provide an operations report to the Steering Committee. Section 15.03 Dissolution The Corporation may be dissolved only by the majority vote of the Directors of the Board at a meeting to which due notice of such purpose has been given to all Directors. Upon the dissolution of the Corporation, the Board of Directors shall first pay or make provision for the payment of all the liabilities of the Corporation.. All assets of the Corporation shall then be remitted to Orange County, or, alternatively, Orange County may direct that said assets be contributed and given to a North Carolina Agricultural, Food Processing, or Food Distribution 501(c)(3) or 501(c)(5) organization for use in furthering the health, safety and welfare of the citizens and residents of its jurisdiction. None of the assets shall be disposed of or diverted to any other purpose and shall in no manner be disposed of in such manner so as to accrue to the benefit of any Director of said Corporation. Because much of the equipment utilized in the day-to-day operations of the Corporation is grant funded and was granted to Orange County rather than the Corporation, no alteration, amendment, repeal or adoption to or of this Section 15.02 shall be effective unless and until it is approved by majority vote of the then sitting Board of Commissioners of Orange County, North Carolina. Section 15.04 By-Law Interpretation These By-laws shall be construed and interpreted under the laws of the State of North Carolina. Notwithstanding the foregoing, however, these By-laws shall at all times be construed and interpreted as consistent with all federal laws and regulations governing the activities of the Corporation and governing the tax exempt status of the Corporation, and in the event that these By-laws may be inconsistent with such laws and regulations, the same shall be deemed amended to comply therewith. Whenever used in these By-laws, unless the context otherwise indicates, a pronoun in the masculine gender shall include the feminine gender and the singular shall include the plural, and vice versa. Section 15.05 Seal The Board shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the word "SEAL" or "CORPORATE SEAL". Draft 12/2 16