BYLAWS OF THE COEUR D’ALENE ROTARY NON-PROFIT INC An Idaho Non-Profit Corporation COEUR D’ALENE ROTARY ENDOWMENT FOUNDATION

(b) To provide for ARTICLE 1. Principal Office. contributions received for designated purposes which The principal office for the transaction of assets shall be deposited to and the business of the Coeur d’Alene managed in accordance with the Rotary Non-Profit, Inc., referred to rules related to that individual herein as “Endowment Foundation” is fund. fixed and located at Coeur d’Alene, Kootenai County, Idaho. The Board of ARTICLE 3 Funding. Directors may at any time or from time to time change the location of the principal Section 1. Sources of Funding. office from one location to another in this county. Sources of Endowment funding include, but are not limited to Coeur d’Alene Rotary ARTICLE 2. Purposes. Club fundraisers, grants, subscriptions, contributions, bequests, memorials, gifts Section 1. Objectives and Purposes. and other activities as determined by the Board of Directors.

The primary objectives and purposes of Section 2. Who May Contribute. this Endowment Foundation shall be: Contributions or gifts to the Endowment (a) To provide assistance or Foundation may be received from contributions exclusively for members or nonmembers of the qualified charitable, scientific, Endowment Foundation. educational or public purposes to organizations, individuals, or 501(c) Section 3. Fundraisers. (3) non-profit public benefit organizations, both local and If deemed appropriate by the Board of international. "Local" shall be Directors, this Endowment Foundation may defined as primary, but not establish, maintain and govern fundraising exclusively, the Coeur d’Alene programs from various sources in the area. "International" shall be community and/or external sources. defined as outside the United States and restricted to activities ARTICLE 4. Membership. which are charitable and non- profit in nature. Section 1. Members and Qualification of Members. (a) To manage, control and administer Endowment Foundation The members of this Endowment assets prudently in accordance with Foundation shall be persons who from time the Articles of Incorporation or by to time are Members of, and entitled to a these Bylaws or as required by law. vote in, the Coeur d’Alene Rotary Club (referred to herein as “Members”).

Coeur d’Alene Rotary Non-Profit (Endowment Foundation) Page 1 of 9 Bylaws 3/19/10 Directors. Written notice of the time and Section 2. Voting and Other rights of place of special meetings of the Members. Members shall be given in the same manner as for annual meetings of the Each member of this Endowment Members. Foundation shall be entitled to one vote. Section 6. Quorum. Section 3. Fiscal Year. A quorum for any meeting of the Members The fiscal year for this Endowment shall be one third of the Members. Foundation shall conform to the fiscal year of the Coeur d’Alene Rotary Club commencing on July 1 and ending on Section 7. Liabilities of Members. June 30. No person who is now, or who later Section 4. Annual Meeting. becomes a Member of this Endowment Foundation, shall be personally liable for The annual meeting of the Members of the debts, liabilities, or other obligations this Endowment Foundation shall be of the Endowment Foundation. held on the same day and place as the annual meeting of the Coeur d’Alene ARTICLE 5. Directors. Rotary Club or at any other time and place determined by a resolution of Section 1. Number. the Board of Directors. No notice of any such annual meeting need be given if it The Endowment Foundation shall have is held on the same day and place as eleven (11) Directors consisting of four the annual meeting of the Coeur d’Alene (4) "Designated Directors” and seven Rotary Club; otherwise written notice of (7) "Elected Directors". Collectively the time and place of the annual meeting they shall be known as the Board of shall be sent to each Member by mail, Directors. The number may be charges prepaid addressed to them at changed by amendment of this Bylaw, their address as it is shown on the or by repeal of the Bylaw and adoption records of the Coeur d’Alene Rotary of a new Bylaw, as provided in these Club or by publication in the weekly Bylaws. Rotary Wheel, the newsletter of the Coeur d’Alene Rotary Club or by Email, as to each member who has provided Section 2. Designated Directors. an Email address to Coeur d’Alene Rotary Club. Any notice shall be given The Designated Directors shall be the at least five (5) days before the date of then serving President of the Coeur the meeting. Notice given through the d’Alene Rotary Club, the then serving Rotary Wheel shall be in an issue sent Treasurer of the Coeur d’Alene Rotary at least ten days before the date of the Club, the then serving President-elect of meeting. the Coeur d’Alene Rotary Club and the immediate past President of the Coeur d’Alene Rotary Club. If the immediate Section 5. Special Meetings. past President of the Coeur d’Alene Rotary Club is unable or unwilling to serve, then Special meetings of the Members of the Board shall appoint the next most the Endowment Foundation for any immediate past President, who is able or purpose or purposes may be called at willing to serve, as that member of the any time by the President of the Board. Endowment Foundation or by any two

Coeur d’Alene Rotary Non-Profit (Endowment Foundation) Page 2 of 9 Bylaws 3/19/10 (e) Any Member may nominate Section 3. Elected Directors. for election a qualified person to serve on the Board of directors by The term of office for Elected Directors notifying the President, in writing, no of this Endowment Foundation shall be later than November 1 of each year. three (3) years. Successors for such directors whose terms of office are then (f) The Nomination Committee expiring shall be elected at the annual shall meet no later than November meeting of the Members nearest expiration 30 of each year to review possible of such terms. candidates, if any, and criteria as received from the Board, or others it Section 4. Director Election. determines appropriate.

(a) Three Elected Directors will (g) The Nomination Committee, be elected each year for a three (3) who shall act by a majority vote of year term, with three directors the committee, shall review all having staggering terms for information and report its continuity. No Director will serve nominations to the Board at its more than three (3) consecutive November meeting or by email at terms. No Elected Director shall anytime. serve more than nine (9) consecutive years as a director, (h) From the persons nominated without the approval of the by the Nomination Committee, the Members. Board shall determine and submit for election, the slate of proposed (b) Should there be a vacancy Directors candidates to the Members on the Board of Directors between at the Annual Meeting in December, elections, said vacancy shall be filled and three persons shall be elected by appointment by the Coeur to serve as members of the Board to d’Alene Rotary Endowment fill the three open positions. Foundation Board of Directors. The person appointed shall complete the (i) If more than three candidates term of the position being filled. are nominated for the three director’s positions, the Members (c) The Board shall appoint a shall vote by written ballot, with the nomination committee (“Nomination persons receiving the highest votes Committee”), which shall consist of being elected to the Board. In case three members. The three members of a tie vote in the voting by the of the Nomination Committee shall Members, the tie shall be broken by include one member of the Board the Board at their next meeting. and two persons who are Members and not members of the Board. (j) The newly elected Directors shall take office on January 1 (d) Prior to the first meeting of following the Annual Meeting. the Nomination Committee, the Board shall consider possible Section 5. Powers. candidates (if any) and criteria for selection and report that information Subject to the provisions of the Idaho to the Nomination Committee. Nonprofit Public Benefit Corporation Law and any limitations in the Articles of

Coeur d’Alene Rotary Non-Profit (Endowment Foundation) Page 3 of 9 Bylaws 3/19/10 Incorporation and Bylaws relating to The Directors shall receive no action requiring or permitted to be taken compensation for their services as or approved by the Directors, if any, of Directors. They shall be allowed this Endowment Foundation, the reasonable advancement or activities and affairs of this reimbursement for expenses incurred in Endowment Foundation shall be the performance of their regular duties conducted and all corporate powers as specified in Section 6 of this Article. shall be exercised by or under the direction of the Board of Directors. Section 8. Quorum.

Section 6. Duties. A majority of the Directors shall constitute a quorum for the transaction of business. It shall be the duty of the Directors to: Section 9. Place of Meeting. (a) Conduct, manage and control the affairs and business of (a) Regular meetings of the the Endowment and perform any Board of Directors shall be held and all duties imposed on them at any place, within or without of collectively or individually by law, by the state, that has been Articles of Incorporation of this designated from time to time by Endowment, or by these Bylaws. resolution of the Directors or by written consent of all the (b) Appoint and remove, Directors. In the absence of this employ and discharge and except designation, regular meetings as otherwise provided in these shall be held at the principal Bylaws, by law or by the Articles of office of the Endowment Incorporation, prescribe the Foundation. powers, duties and fix the compensation, if any, of (b) Special meetings of the agents and employees of the Directors may be held either at a Endowment Foundation. place designated or at the principal office. (a) Supervise all officers, agents and employees of the (c) Any meeting, regular or Endowment Foundation to special, may be held by assure that their duties are conference telephone or similar performed properly. communications equipment, so long as all Directors participating (b) Meet at such times and in such meeting can hear one places as required by these Bylaws. another.

(c) Register their addresses Section 10. Time of Meeting. with the Secretary of the Endowment Foundation, and (a) The regular meetings of the notices of meetings mailed or Directors shall be held at least communicated to them at such quarter-annually on a day addresses shall be valid notices. determined by the Directors, provided that this day may be Section 7. Compensation. changed by arrangement one month in advance for good cause.

Coeur d’Alene Rotary Non-Profit (Endowment Foundation) Page 4 of 9 Bylaws 3/19/10 (a) Special meetings of the meetings of the Board, Directors shall be called by the provided that in his or her President, whenever deemed absence, the presiding officer necessary or upon the request of shall appoint another person to two (2) Directors, 48 hour notice act as Secretary of the meeting. having been given. (a) Meetings shall be governed Section 11. Waiver of Notice and by Roberts Rules of Order as such Consent to Holding Meetings. rules may be revised from time to time, insofar as such rules are not The transactions of any meetings of the inconsistent with or in conflict with Directors, however called and noticed these Bylaws, with the Articles of and wherever held, shall be as valid Incorporation of this Endowment as though they had been transacted at Foundation, or with provisions of a meeting held after regular call and law. notice, if a quorum is present and if either before or after the meeting each Section 14. Indemnification by of the Directors not present signs a Endowment Foundation of written waiver of notice or a consent Directors, Officers, Employees to hold the meeting or an approval of the and Other Agents. minutes. All such waivers consents, or approvals shall be filed with the To the extent that a person who is, or was, Endowment Foundation records or a Director, officer, employee or other agent made a part of the minutes of the of this Endowment Foundation has been meeting. successful on the merits in defense of any civil, criminal, administrative or Section 12. Action Without a Meeting. investigative proceedings brought to procure a judgment against such person by Any action by the Directors may be reason of the fact that he or she is, or was, taken without a meeting if all Directors, an agent of the Endowment Foundation, or individually or collectively, by consent in has been successful in defense of any writing to this action. Such written claim, issue or matter, therein, such consent or consents shall be filed with the person shall be indemnified against minutes of the proceedings of the Board of expenses actually and reasonably Directors. incurred by such person in connection with such proceeding. If such a person Section 13. Conduct of Meeting. either settles any such claim or sustains a judgment against him or her, then (a) Meetings of the Board of indemnification against expenses, Directors shall be conducted by judgments, fines, settlements and other the President of the Endowment amounts reasonably incurred in Foundation or, in his or her connection with such proceedings shall absence, by the Vice President be provided by this Endowment of the Endowment Foundation Foundation but only to the extent allowed or, in the absence of each of by, and in accordance with the these persons, by a Chairman requirements of Idaho Code § 30-3-88. chosen by a majority of the Nothing contained in this Article shall Directors present at the meeting. prohibit the Endowment Foundation from The Secretary of the purchasing and maintaining insurance on Endowment Foundation shall behalf of any officer, Director, employee, or act as Secretary of all agent of the Endowment Foundation against any liability asserted against

Coeur d’Alene Rotary Non-Profit (Endowment Foundation) Page 5 of 9 Bylaws 3/19/10 or incurred by any such persons in The Board of Directors may appoint or such capacity or arising out of such elect other officers. person's status whether or not the Endowment Foundation has the power to Section 2. Removal and Resignation. indemnify said persons against such liability under the provisions of this Article Any officer may be removed, either or under Idaho Law; provided however, with or without cause, by the majority that this Endowment Foundation shall vote of the Board at any time. Any have no power to purchase or maintain officer may resign at any time by giving such insurance to indemnify any of said written notice to the Board of Directors persons of the Endowment Foundation for or to the President or Secretary of the a violation of any self-dealing transaction. Endowment Foundation, Any such resignation shall take effect at the date Section 15. Non-Liability of Directors. of the receipt of such notice or at any later date specified therein, and, unless The Directors shall not be personally otherwise specified therein, the liable for the debts, liabilities, or other acceptance of such resignation shall not obligations of the Endowment Foundation. be necessary to make it effective.

Section 16. Removal and Resignation. Section 3. President.

Any Director may be removed, either with Subject to the control of the Directors, the or without cause, by the two-thirds vote of President shall have general supervision, the membership, at any time, or at the direction, and control of the business discretion of the Board of Directors upon a and affairs of the Endowment Director missing two successive Board Foundation. He or she shall preside at meetings without good cause. Any all meetings as may be prescribed from officer or Director may resign at any time time to time by the Directors. by giving written notice to the Board of Directors or to the President or Section 4. Vice President. Secretary of the Endowment Foundation. Any such resignation shall In the absence or disability of the take effect at the date of the receipt of President, the Vice President shall such notice or at any later date specified perform all the duties of the President therein, and, unless otherwise specified and in so acting shall have all powers therein, the acceptance of such of the President. The Vice President resignation shall not be necessary to shall have such other powers and make it effective. perform such other duties as may be prescribed from time to time by the ARTICLE 6. Officers. Directors.

Section 1. Number of Officers. Section 5. Treasurer.

The officers of this Endowment Foundation The Treasurer shall receive and safely shall be a President, a Vice President, a keep all funds of the Endowment Treasurer and a Secretary. Each such Foundation and deposit them in the officer shall be elected by the Board of bank or banks or other depositories that Directors at its 1st meeting of each fiscal may be designated by the Directors; year to serve for that fiscal year, and shall disburse or cause to be disbursed the must be a member of the Board of funds of the Endowment Foundation as Directors and may, but need not be, an may be directed by the Board of officer of the Coeur d’Alene Rotary Club.

Coeur d’Alene Rotary Non-Profit (Endowment Foundation) Page 6 of 9 Bylaws 3/19/10 Directors, taking proper vouchers for authority to bind the Endowment such disbursements; shall keep and Foundation by any contract or maintain adequate and correct accounts of engagement or to pledge its credit or to the corporation's properties and render it liable monetarily for any purpose business transactions, including in any amount. accounts of it assets, liabilities, receipts, disbursements, gains and losses; and shall Section 2. Checks and Notes. prepare, or cause to be prepared, the financial statements to be included in Except as otherwise specifically any required reports. An annual report determined by resolution of the Board of (or more frequently if deemed Directors, or as otherwise required by appropriate by the Directors) shall be law, checks, drafts, and orders for the prepared by the treasurer, and shall be payment of money, shall be signed by available to all members upon written either the President, Vice President, request. The treasurer shall oversee the Treasurer or Secretary. However, for preparation and filing of required federal checks in the amount of One Thousand and state tax forms. The Treasurer shall ($1000) or more, the signature of any have such other powers and perform such two of the above officers shall be other duties as may be prescribed from required. time to time by the Directors. Section 3. Deposits. Section 6. Secretary. All funds of the Endowment The Secretary shall keep a full and Foundation shall be deposited from complete record of the proceedings of time to time to the credit of the the Board of Directors, shall keep the Endowment Foundation in such banks, seal of the Endowment Foundation and trust companies or other depositories affix it so such papers and instruments as the Board of Directors may select. as may be required in the regular course of business, shall make service Section 4. Gifts. of such as may be necessary or proper, shall supervise the keeping of the records The Board of Directors may accept of the Endowment Foundation, and shall on behalf of the Endowment discharge such other duties of the office Foundation any contribution, gift, as prescribed by the Directors. bequest, or devise for the charitable or public purposes of this ARTICLE 7. Execution Of Instruments, Endowment Foundation. Deposits And Funds. Section 5. Disbursements. Section 1. Execution of Instruments. The Board of Directors shall The Board of Directors, except as disburse funds for projects or otherwise provided in these Bylaws, may programs approved by the Coeur by resolution authorize any officer or d’Alene Rotary Club Board Of agent of the Endowment Foundation to Directors. enter into any contract or execute and deliver any instrument in the name of and ARTICLE 8. Amendment Of Bylaws. on behalf of the Endowment Foundation, as such authority may be general or These By-laws may be amended at any confined to specific instances. Unless regular meeting of the Members, a quorum so authorized, no officer, agent or being present, by a two-thirds vote of all employee shall have any power or members present, provided that notice of

Coeur d’Alene Rotary Non-Profit (Endowment Foundation) Page 7 of 9 Bylaws 3/19/10 such proposed amendment shall have been corresponding section of any future transmitted to each member at least five (5) federal tax code, or (b) by an working days before such meeting. No organization, contributions to which are amendment or addition to these By-laws deductible under section 170(c) (2) of the can be made which is not in harmony with Internal Revenue Code or corresponding the Coeur d’Alene Rotary Club Articles and section of any future federal tax code. with the constitution and By-laws of Rotary International. Section 3.

ARTICLE 9. Dedication And Upon the dissolution of the organization, Dissolution. assets shall be distributed for one or more exempt purposes, approved by the Section 1. Members, within the meaning of section 501(c) (3) of the Internal Revenue Code, This organization is organized exclusively or corresponding section of any future for charitable, religious. educational, and federal tax code, or shall be distributed scientific purposes, including, for such to the federal government, or to a state purposes, the making of distributions to or local government, for a public organizations that qualify as exempt purpose. Any such assets not disposed organizations under section 501(c)(3) of of shall be disposed of by the Court of the Internal Revenue Code, or Common Pleas of the county in which corresponding section of any future the principal office of the organization is federal tax code. then located, exclusively for such purposes or to such organization or Section 2. organizations, as said Court shall determine, which are organized and No part of the net earnings of the operated exclusively for such purposes. organization shall inure to the benefit of, or be distributable to its members, ARTICLE 10. Self-Dealing Transactions. trustees, officers. or other private persons, except that the organization Section l. shall be authorized and empowered to pay reasonable compensation for service Any duality of interest, possible conflict rendered and to make payments and of interest or "self-dealing transactions" distributions in furtherance of the on the part of any Director shall be purposes set forth in the purpose clause disclosed to the other Directors of the hereof. No substantial part of the activities Endowment Foundation and made a of the organization shall be the carrying matter of record when appropriate or on of propaganda, or otherwise when the transaction becomes a matter attempting to influence legislation, and of Endowment Foundation action. the organization shall not participate in, or intervene in (including the publishing or Section 2. distribution of statements) any political campaign on behalf of any candidate for No transaction in which a Director has a public office. Notwithstanding any other material financial interest shall be approved provision of this document, the unless and until the Endowment organization shall not carry on any other Foundation does all of the following activities not permitted to be carried on things and enters a record of said things (a) by an organization exempt from upon the written minutes of the meeting federal income tax under section 501(c)(3 at which said things were done: of the Internal Revenue Code, or

Coeur d’Alene Rotary Non-Profit (Endowment Foundation) Page 8 of 9 Bylaws 3/19/10 (a) Makes a finding that the answering pertinent questions of other Endowment Foundation is Directors, since his knowledge may be entering into a transaction for its of great assistance. The interested own benefit. Director will be excused after answering questions prior to discussion (b) Makes a finding that the and may not be present during the transaction is fair and vote. reasonable to the Endowment Foundation at the time the Section 4. Endowment Foundation enters into the transaction. Any new Member of the Endowment Foundation shall be advised of this (a) Prior to consummating the policy upon entering on the duties of the transaction or any part thereof, the office. Endowment Foundation authorizes or approves the transaction in END OF BYLAWS good faith by a majority of the Directors then in office without counting the vote of the interested Director or Directors and with the knowledge of the material facts concerning the transaction and the Director's interest in the transaction. No action by a committee of the Endowment Foundation shall satisfy this requirement.

(c) Prior to authorizing or approving the transaction, the Endowment Foundation considers and in good faith determines after reasonable investigation under the circumstances that the Endowment Foundation cannot obtain a more advantageous arrangement with reasonable effort under the circumstances or the Endowment Foundation in fact cannot obtain a more advantageous arrangement with reasonable effort under the circumstances.

Section 3.

The foregoing requirements shall not be construed as preventing the interested Endowment Director from briefly stating his position in the matter, nor from

Coeur d’Alene Rotary Non-Profit (Endowment Foundation) Page 9 of 9 Bylaws 3/19/10