Bylaws
AMENDED AND RESTATED BYLAWS OF THE MARCIA BRADY TUCKER FOUNDATION, INC.
As adopted at the Meeting of November 8, 2014
And amended October 13, 2018
ARTICLE I – Members
Section 1. Membership.
Any person eighteen (18) years of age or older who is a lineal descendant or adopted child of a lineal descendant of Marcia Brady Tucker and who indicates through a written communication to the Secretary of the Board of Directors an interest in and a willingness to commit the time to prepare for and attend meetings of the Membership is eligible to become a Member of the Marcia Brady Tucker Foundation (the “Foundation”). Members shall have the authority to elect Directors of the Foundation and to amend these Bylaws.
Section 2. Election of Members.
Individuals shall be elected to Membership by a majority vote of all the Members present at any meeting at which a quorum is present. The Members shall consider each pending request for Membership within six (6) months of receiving a written expression of interest from the candidate for Membership. Membership shall be for life.
Section 3. Resignation.
Any Member may resign by notice in writing to the Secretary or President of the Foundation. Unless a later effective date is specified, the resignation shall become effective immediately.
Section 4. Removal.
Any Member failing or refusing to comply with the Bylaws or for any good and sufficient cause, malfeasance, or inability to serve may be suspended or expelled by the affirmative vote of a majority of the entire Board of Directors. A suspended or expelled Member may be reinstated by the affirmative vote of a majority of the entire Board.
ARTICLE II – Meetings of Members
Section 1. Semiannual Meetings.
The Membership may meet twice a year. The first meeting each year shall be designated the annual meeting, at which the Members shall elect the Directors and transact such other business as may come before the Members. Meetings of the Membership shall be held at such time as the Board of Directors may determine at the principal office of the Foundation or at such other place as may be specified in the notice of the meeting.
Section 2. Special Meetings.
Special meetings of Members shall be called by the Secretary upon request of the President or upon the request of Members holding at least thirty percent (30%) of the votes eligible to be cast at such a meeting.
Section 3. Record Date for Meetings and Other Actions.
For the purpose of determining the Members entitled to notice of or to vote at any meeting, or for any other action by the Members, the Board of Directors may fix a record date in advance. If no record date is fixed, the default shall be:
The close of business on the day preceding the notice of the meeting, or
The close of business on the day the resolution regarding the action is adopted.
Section 4. Notices.
Notice of all meetings of Members, unless waived in writing or electronically, shall be sent by first-class mail, electronic mail, or facsimile transmission to each Member at least ten (10) days and not more than fifty (50) days before the meeting date.
Section 5. Quorum and Vote.
A majority of Members, whether present or by written or electronic proxy, shall constitute a quorum. Unless otherwise provided by law, in the Certificate of Incorporation, or in these Bylaws, any action that receives a majority of the votes at a meeting where a quorum is present shall be the action of the Members.
Section 6. Proxies.
Every Member entitled to vote at a meeting may authorize another person to act by proxy. A proxy shall be signed by the Member or their authorized agent and shall be revocable at the Member’s discretion unless otherwise provided by law.
Section 7. Action Without a Meeting.
Members may take any action by written or electronic consent without a meeting, provided all Members entitled to vote provide unanimous consent.
ARTICLE III – Directors
Section 1. Number and Term.
The Foundation shall be managed by a Board of not fewer than five (5) nor more than thirteen (13) Directors, elected by the Members at the annual meeting. The Board may adjust the number of Directors within this range by majority vote. Directors shall serve three (3) year terms and may serve up to three (3) consecutive terms.
Section 2. Qualifications.
Directors must have been Members for at least three years, attended at least four meetings, and expressed an interest in serving.
Section 3. Nomination.
The President shall appoint a Nominating Committee to recommend a slate of candidates for Director positions.
Section 4. Meetings.
The Board shall meet at least twice a year, including an annual meeting in early spring. Special meetings may be called by the President or by any four (4) Directors. Notice of meetings shall be sent at least ten (10) days in advance unless waived.
Section 5. Quorum and Voting.
A majority of the entire Board constitutes a quorum. Unless otherwise provided by law, actions receiving a majority vote where a quorum is present shall be valid.
ARTICLE IV – Officers
Section 1. Officers.
The Officers of the Foundation shall be the President, Vice President, Secretary, and Treasurer. The Board may appoint additional Officers as needed.
Section 2. President.
The President, who must be a Director, shall serve as chief executive officer, preside at meetings, and execute Foundation documents. The President shall serve a three-year term and may be re-elected for an additional consecutive term.
Section 3. Vice President.
The Vice President shall perform duties in the President’s absence and may serve up to three (3) consecutive one-year terms.
Section 4. Treasurer.
The Treasurer shall oversee the Foundation’s financial affairs, including investments, budgets, and reports, and may serve three (3) consecutive years.
Section 5. Secretary.
The Secretary shall maintain meeting minutes and official records.
ARTICLE V – Committees
Section 1. Committees.
The Foundation shall have an Executive Committee, a Finance and Investment Committee, and a Grants Review Committee. Additional committees may be established as needed.
Section 2. Executive Committee.
This committee, chaired by the President, shall act on behalf of the Board between meetings.
Section 3. Finance and Investment Committee.
This committee shall oversee financial matters, investments, and the annual budget.
Section 4. Grants Review Committee.
This committee shall review and recommend grant proposals.
ARTICLE VI – Miscellaneous Provisions
Section 1. Principal Office.
The principal office of the Foundation is P.O. Box 4591, New York, NY 10163.
Section 2. Fiscal Year.
The fiscal year shall begin on January 1 and end on December 31.
Section 3. Amendments.
The Bylaws may be amended by majority vote of the Members or by a two-thirds vote of the Board, subject to ratification by the Members.
Section 4. Indemnification.
The Foundation shall indemnify any Director or Officer made party to legal proceedings by virtue of their position to the fullest extent permitted by law.