In the late 1990’s, Terry Lowrance, State Adviser and Robbie McDonald, Professional Division Director, realized that for North Carolina Phi Beta Lambda to grow, a Foundation needed to be established to generate business and professional financial support.

After two years of research and paperwork, on February 6, 2002, the NCPBL Foundation received the Articles of Incorporation from the State of North Carolina.  Numerous members of NCPBL Professional Division met several months later and established a 14-member board of directors and elected officers. (See Appendix 01.)  The corporation received 501(c) (3) status on July 21, 2003.

The primary purpose of the corporation is to promote and support the education and financial needs of North Carolina Phi Beta Lambda local and state chapters and its members.  It is organized exclusively for education purposes.  The NCPBL Foundation membership is open to all individuals interested in promoting and supporting the purpose (as stated in the bylaws) of the organization.  All NCPBL Professional Division members are automatically members of the Foundation. 

The Foundation funds have been disbursed for state and national conference registrations for members and state officers, to provide official apparel for the state officers, and to assist with State Leadership Conference activities.  The Foundation raises funds for education scholarships and generally awards three $650 scholarships to deserving members each year.  The Foundation also works with Professional Division members and businesses to establish sponsors for the competitive events (at the State Leadership Conference). 

A representative of the Foundation Board attends NCPBL State Executive Council meetings to work with state leadership to promote contributions to the Foundation and to determine needs with which the Foundation could assist.  Recognition is given at the State Leadership Conference and in state publications to chapters, individuals, and businesses that make it possible for the Foundation to provide support to the state PBL organization.

THE NORTH CAROLINA PHI BETA LAMBDA FOUNDATION, INC., BYLAWS

The purposes of the North Carolina Phi Beta Lambda Foundation, Inc. are:

1. To promote and support the educational and financial needs of members of the North Carolina Phi Beta Lambda local chapters, the North Carolina Phi Beta Lambda State Chapter, and the North Carolina Phi Beta Lambda Professional Division.
2. To promote and stimulate interest in leadership among members of Phi Beta Lambda.
3. To provide recognition to deserving Foundation members who have achieved distinction in business, education, and Phi Beta Lambda activities.
4. To receive by gift, devise, bequest, or otherwise to acquire, take and hold, any money or property, real, personal or mixed, to be used, the principal and/or income there from, for the furtherance of any of its corporate purposes; and to lease, pledge, mortgage, assign, transfer, sell, convey and dispose of any such property, and to invest and reinvest the principal thereof.
5. To receive any property, real, personal, or mixed, in trust, under the terms of any will, assignment, bill of sale, deed conveyance, instrument of trust or other instrument, for its corporate purposes of any of them, and not for any other purpose, and in administering the same to carry out the directions and exercise the powers contained in the instrument under which the property is received, including the expenditure of the principal and/or income for one or more of such purposes, as authorized or directed in the instrument under which it is received.
6. To do all acts and things necessary, convenient, and expedient to carry out the purposes for which it is formed.

The principal office of the North Carolina Phi Beta Lambda Foundation, Inc. shall be located at the current office of the North Carolina Phi Beta Lambda state chapter. (Amended April 17, 2004)

Section 1:  NCPBL Foundation membership is open to all individuals interested in promoting and supporting its purposes.

Section 2:  Annual dues shall be one dollar ($1.00) per member.  The membership year shall be the same as the fiscal year.

Section 3:  Classification of Members.  There are two classes of members of The NCPBL Foundation.  The classes shall be as follows:

1. Member.  Any member who has paid dues for the current year shall be considered a member in good standing and shall be entitled to one vote at the annual meeting of The NCPBL Foundation.
2. Life Member.  Any individual who contributes $10,000 or more to the Foundation as a one-time investment or through cumulative contributions shall be considered a life member.  Life members are considered members in good standing without paying the annual membership dues and shall be entitled to one vote at the annual meeting of The NCPBL Foundation.  

No person who is now, or who later becomes, a member of the Foundation shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors of this Foundation shall look only to the assets of this Foundation for payment.

Section 1:  Structure of the Board of Directors
The Board of Directors shall consist of 10 members according to the following structure:

1. Board members shall be members in good standing of the North Carolina Phi Beta Lambda Professional Division, which may include faculty advisers of active local chapters of Phi Beta Lambda in North Carolina or professionals in the business community.
2. Board members shall be actively engaged as professionals in the business community.
3. The State Adviser of the North Carolina State Chapter of Phi Beta Lambda and the Director of the North Carolina Phi Beta Lambda Professional Division shall serve as permanent, non-voting members of the Board. (Amended April 8, 2006, As Amended March 31, 2007)

Section 2:  Terms of Service for the Board of Directors.
The term of the service for the ten members of the Board selected from among the membership will be three years each with at least one representative from each category of Board composition being replaced each term.  Members selected to fill any unexpired term shall be appointed by the Board of Directors and shall serve for the remainder of that term. (Amended April 8, 2006, As Amended March 31, 2007)

Section 3:  Duties of the Board.
The Board of Directors shall have the authority to carry on all activities and all business affairs of The North Carolina Phi Beta Lambda Foundation, Inc.

Section 4:  Meetings of the Board. 
Meetings of the Board may be held at the call of the president or upon the request in writing of not less than five (5) members of the Board.  Notice of meetings shall be appropriately provided to each Board of Directors member at least ten days before the meeting date.

Section 5:  Quorum.
A quorum of any meeting shall consist of a majority of members of the Board.

Section 1:  Officers.  The officers of The NCPBL Foundation shall be a president, vice president, secretary, and treasurer.  The NCPBL State Adviser shall serve as a consultant to the president.

Section 2:  Election and Term of Office.  All officers must be members of the Board of Directors.  All officers shall be elected for a term of one year by a majority vote of the members of the Board of Directors at its first meeting of the fiscal year.  Any officer may serve for an indefinite number of terms.  Each officer shall hold office until his successor shall have been duly elected or appointed or until his or her prior death, resignation or removal.

Section 3:  Resignation.  An officer may resign at any time by delivering notice to the Foundation.  The resignation is effective when the notice is delivered, unless the notice specifies a later effective date and the Foundation accepts the later effective date.  If a resignation is effective at a later date, the Foundation’s Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor may not take office until the effective date.

Section 4:  Removal.  The Board of Directors may remove any officer and, unless restricted by the Bylaws or by the Board of Directors, at any time, with or without cause and notwithstanding the contract rights, if any, of the officer removed.

Section 5:  Contract Rights.  The appointment of an officer does not itself create contract rights.  Except as provided in Article VI, Section 4, an officer’s resignation or removal is subject to any remedies provided by any contract between the officer and the Foundation or otherwise provided by law.

Section 6:  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 7:  Duties of Officers.  Each officer has the authority and shall perform the duties set forth in these Bylaws or, to the extent not inconsistent with the Bylaws, the duties prescribed by the Board of Directors or by direction of an officer authorized by the Bylaws or by the Board of Directors to prescribe the duties of other officers.

1. President.  The President shall be the chief executive officer of the Foundation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Foundation.  He or she shall preside at all meetings of the Board of Directors at which he or she is present.  He or she shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents of the Foundation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them.  Such agents shall hold office at the discretion of the President.  He or she shall have authority to sign, execute and acknowledge, on behalf of the Foundation, all deeds, mortgages, bonds, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the Foundation’s regular business, or which shall be authorized by resolution of the Board of Directors, and, except as otherwise provided by law or the Board of Directors, he or she may authorize the Vice President or other officer or agent of the Foundation to sign, execute and acknowledge such documents or instruments in his place and stead.  In general, he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
2. Vice President.  In the absence of the President, or in the event of their death, inability or refusal to act, or in the event for any reason it shall be impractical for them to act personally, the Vice President shall perform the duties of the President, and when so acting shall have all the power of and be subject to all the restrictions upon the President.  The Vice President may sign, with the Secretary, and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors.  The execution of any instrument of the Foundation by the Vice President shall be conclusive evidence, as to third parties, of his authority to act in the stead of the President.
3. Secretary.  The Secretary shall prepare, under the direction of the President and the Board of Directors, agenda for meetings and various reports.  The secretary shall keep the minutes of all meetings and a record of attendance and such other duties as are normally expected of a secretary.  The Secretary shall also keep a record of memberships and expirations of membership and other such duties as assigned by the President.
4. Treasurer.  The Treasurer shall:
   • have charge and custody of and be responsible for all funds and securities of the Foundation,
   • receive and give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies or other depositories, and
   • in general, perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.
5. Foundation Trust Agent.  The Board of Directors may assign an agent to serve as custodian for all funds. The Foundation Trust Agent shall have custody of all funds of the Foundation and shall receive all funds and gifts and hold them in trust or deposit them in such depositories as the Board of Directors shall designate.  Expenditures must be authorized by the Board of Directors and shall be paid by check signed by the Foundation Trust Agent.

No officer or member of the Board of Directors shall receive pay for their service, but may, upon a majority vote of the Board, receive allowance for expenses incurred in attendance at official meetings of the Board.  The Board, by a majority vote, may authorize reasonable remuneration to one or more persons who may render service to the Foundation at the direction of the Board.

Section 1:  The Executive Committee shall consist of the president, the vice president, the secretary, the treasurer, and the NCPBL State Adviser.

Section 2:  During intervals between meetings of the Board of Directors, the Executive Committee shall exercise all power conferred on it by the Board of Directors in the management and direction of the business and the conduct of the affairs of the Foundation.  The Executive Committee shall keep a record of its proceedings and report the same at the next Board of Directors meeting.

Section 3:  The Executive Committee shall provide for an annual audit of financial records.

Section 1:  An annual meeting of The NCPBL Foundation shall be held during the State Leadership Conference of the North Carolina State Chapter of Phi Beta Lambda for the purpose of electing directors, receiving reports, and for any other business which may arise.

Section 2:  Special meetings can be called by the Executive Committee of the Board of Directors and shall be called upon the written request of five non-Board members of the Foundation.

Section 3:  The members present at the annual meeting of The NCPBL Foundation shall constitute a quorum.

The fiscal year of the Foundation shall commence on the first day of July of each year and shall end on the thirtieth day of June of the next year.

These Bylaws may be amended at the annual meeting of the Foundation by a two-thirds affirmative vote of the members in attendance, provided the proposed amendment has been submitted in writing and has been sent to the membership at least thirty days before the meeting. (As Amended April 16, 2005)