Friends of Tom Raby Memorial Scholarship Fund, Inc.
                                           Organization Page
                                                                                   
  
                                                          Table of Contents

 

Principal Office.  The principal office of the Friends of  Tom Raby Memorial Scholarship
Fund, Inc.,  Board of Directors (the “Board”) shall be located in Franklin, North Carolina.
The Board may have other offices at such place or places within its respective city, county or
region as the Board may appoint from time to time.


Creation.    The Friends of Tom Raby Memorial Scholarship Fund, Inc., is a North Carolina,
non-profit corporation.


 Purposes.  The purpose of the Board is to support the Tom Raby Memorial Scholarship
Fund, to raise funds to provide said scholarship,  to establish the criteria and selection process
for the recipients of such scholarship, and to supply membership to the  Advisory Board of
the Tom Raby Memorial Scholarship Fund.


Affiliation:  Friends of Tom Raby Memorial Scholarship Fund, Inc., is a member of the
North Carolina Community Foundation and maintains a scholarship endowment fund with
that organization (See Financial Statement).


History:
After the death of Tom Raby in 2002, Mr. Billy Vanhook, colleague and former player
under Coach Raby, sought to memorialize Mr. Raby with an athletic scholarship.
The Tom Raby Scholarship Committee was formed as an organization to raise
funds for, select, and award the scholarship.  The primary fund-raising  activity
was to be an annual golf tournament, first held in May of 2003 at the Highlands
Cove Golf Course. 
In 2004, the original organization was incorporated as Friends of Tom Raby
Memorial Scholarship Fund, Inc. , with officers and a board of directors.
Tax exempt status as a public charity was acknowledged by the IRS in the same
year. 
To date, we have raised over $40,000 in funds and have made two scholarship
awards.   In 2004 we also became a member of the North Carolina Community
Foundation which handles the investment of the bulk of our funds as a permanent
scholarship endowment.
We think that our golf tournament is one of the finest for amateur golfers in the state.
Again this year we expect another 108 golfers to enjoy a day of fine food and luxurious
golf facilities at Highlands Cove on May 21st.

 

Structure and Method of Operation:
The initial directors of the Board shall be the persons listed under Directors.  The Board
shall consist of six to thirteen members who shall be citizens of the United States residing
or working within Macon County within the State of North Carolina.  The number of directors
may be increased or decreased by an amendment to these Bylaws. Members of the Board
shall be elected on the basis of knowledge of the athletic, recreational, educational, cultural,
civic, moral, public, and other charitable needs of  Macon County, and on the basis of activity
in or representation of public institutions or organizations in Macon County which are
concerned with charitable, educational, social welfare, athletic, or recreational needs. 
The purpose of this  provision is to make the members of the Board generally representative
 of the public and charitable interests in Macon County.   Members of the Board shall serve
without compensation, except for reasonable expenses incurred for or on behalf of this Board.
 

Manner of Appointment to the Board.  The initial directors are listed under "Current
Directors".  The Board shall have the power to elect other directors from time to time, providing
that an orderly rotation of members of the Board is provided for under such rules as may
be set up from time to time by the Board.  Election  to the Board shall be by majority vote
of the Board.



Terms of Office.  The term of the original directors shall be for one (1), two (2) years,
or three (3) years as shown in the attached listing of current Board members.   The term
of  successor directors shall be for three (3) years, except in the case of directors elected
to fill vacancies occasioned by death, resignation, or removal of a director before the
expiration of his appointed term in which case the term of the director appointed to fill
such vacancies shall be for the unexpired term of his predecessor.  Members of the Board
who, upon the vote of the Board and as a result of change of citizenship, residence,
office or employment, cease to be qualified, shall cease to be members of the Board.
Failure to attend three (3) consecutive regular meetings of the Board without excuse
acceptable to the Board shall operate as a tender of resignation. Vacancies arising by
reason of expiration of term, death or disability, refusal to serve, or otherwise, shall be
filled for the new term or the unexpired terms, as the case may be, by the remaining
members of the Board. Such persons so appointed by the remaining members of
the Board shall serve as a member of the Board until the expiration of his term, or the
unexpired term of his predecessor, as the case may be, and until his successor is
elected and qualified.

 

Meetings of the Board of Directors: 

Annual Meetings; Notice. The annual meeting of the Board shall be held at the Board’s
principal office or at such other place as the Board shall determine on such day and
such time as the Board shall designate. Notice of the time and place of such annual
meetings shall be given either personally or by telephone, facsimile, e-mail, or mail or
by any other usual means of communication not fewer than ten (10) nor more than thirty
(30) days before such annual meeting.
Regular Meetings; Notice. Regular meetings of the Board shall be held not less than
once during each calendar year at such time and at such place as the Board may
prescribe, and which may be the annual meeting.  Notice of the time and place of each
such regular meeting shall be given either personally or by telephone, facsimile,  e-mail,  
or by mail or by any other usual means of communication not fewer than ten (10) nor more
than thirty (30) days before such regular meeting.  Provided, however, if the Board
schedules the time, date and place of regular meetings at a determinable time, date
and place, all subsequent regular meetings may be held without notice.
Special Meetings; Notice. Special meetings of the Board may be called by or at the request
of a majority of the directors in office at that time. Notice of the time, place and purpose of any
special meeting of the Board shall be given either personally, by facsimile, by telephone, e-mail,
or by mail or by any other usual means of communication at least twenty-four (24) hours before
such meeting.
Waiver:  Any director may waive notice of any meeting.  Attendance by a director at
a meeting shall constitute a waiver of notice of such meeting, except where the director
attends a meeting for the express purpose of objecting to the transaction of business
because the meeting is not lawfully called.


Quorum. At meetings of the Board, a majority of the directors then in office shall be necessary
 to constitute a quorum for the transaction of business.
Vote Required for Action. Except as otherwise provided in this section or by law, the act of a
majority of directors present at a meeting at which a quorum is present at the time shall be the
act of the Board.

 

Officers: 

Generally.   The Board may appoint officers who shall assist the Board in completing the
goals and objectives established hereby. In addition to the President,  the Board may appoint
one or more vice-presidents, a secretary and a treasurer. The Board shall from time to time
create and establish the duties of such other officers as it deems necessary for the efficient
administration of the Board’s activities. All officers may serve as members of the Board, and
any two (2) or more offices may be held by the same person, except that the offices of president
and secretary may not be held by the same person. 
Election and Term of Office. The officers of the Board shall be elected by the Board at the
annual meeting and shall serve at the will of the Board and until their successors have been
elected and qualified, or until their earlier death, resignation, removal, retirement, or disqualification.
Removal. Any officer elected or appointed by the Board may be removed by the Board whenever
in its judgment the best interests of the Board will be served thereby.

President:  The Board shall elect a President from its membership on an annual basis under
procedures promulgated by the Board.  Such President shall preside at meetings of the Board
and shall ensure that Board members receive notice of all annual, regular and special meetings
of the Board. 

Vice-Presidents:  The Vice-Presidents, in the order of their seniority, unless otherwise determined
by the President or by the Board, shall, in the absence or disability of the President, perform the
duties and have the authority and exercise the powers of the President. They shall also perform
such other duties and have such other authority and powers as the Board may from time to time
prescribe or as a President may from time to time delegate.

Secretary:  The Secretary shall attend all meetings of the Board and record all votes, actions and
the minutes of all proceedings in a book to be kept for that purpose.  The Secretary shall give, or
cause to be given, on behalf of the  President, notice of all meetings of the Board when notice of
such meetings is required.  The Secretary shall be under the supervision of the President. He
shall perform such other duties and have such other authority and powers as the Board may
from time to time prescribe or as the President may from time to time delegate.

Treasurer:  The Treasurer shall have the custody of any funds or securities entrusted to the
Board and shall keep full and accurate accounts of receipts and disbursements of the Board
and shall deposit all monies and other valuables in the name and to the credit of the Board into
depositories designated by the Board.  The Treasurer shall perform such other duties and have
such other authority and powers as the Board may from time to time prescribe or as the
President may from time to time delegate.




Committees:

Standing Committees.  The Board shall establish such committees as are necessary and
proper to the conduct of its business, including a Fund Raising/Golf Tournament Committee
and a Scholarship Criteria committee.   
          Fund Raising/Golf Tournament Committee.  This committee shall be chaired by a member
          of the  Board, as selected by the President.  It shall be the function of this committee to plan,
          implement,  and account for the fund-raising activities of the Board so as to provide funds for
          the scholarship that shall be awarded in honor of Tom Raby.

          Scholarship Criteria Committee.  This committee shall be chaired by a member of the Board,
          as  selected by the committee members who shall consist of at least the following: 
            (a)  All members of the Board who represent the family of Tom Raby.
            (b)  The President.
            (c)  A member of the Board representing the Franklin High School faculty.
            (d)  A member of the Board from the office of the Franklin High School athletic director.
            (e) A member of the Board who shall have been a past scholarship  recipient,  if the Board
                 contains such a member. 
          This committee shall meet at least annually in advance of the annual meeting of the Board in
          May of each year for the purpose of reviewing and establishing the criteria for selecting the
          Tom Raby  Scholarship recipient(s).



Method of Amending Bylaws. 
By a two-thirds majority of those in attendance at a meeting of the Board,
these Bylaws may be amended; provided, however, that the form and substance of the
amendments shall have been provided to the Board by the usual method of notice of meetings
at least 24 hours in advance of the meeting.
All amendments which are approved by the Board shall be by certified resolution and shall
be affixed to the Bylaws.

Scholarship  Recipient Requirements:

(a) Persons eligible to receive scholarships from the Scholarship Endowment shall possess
 the following  qualifications.  Candidates must:
      (1)   be a graduate of Franklin High School,
      (2)   have participated extensively in  and excelled at athletics at Franklin High
              School as documented by the school’s athletic department;
      (3)    have demonstrated exemplary character as recommended by teachers and 
               coaches;
      (4)   have shown academic effort  commensurate with their abilities as               
              recommended by classroom teachers.
      (5)   Financial need and other scholarships already received as documented by the
             Franklin High School,  Franklin, NC, guidance office.
   Scholarship application may be made by obtaining a form from the FHS guidance office
   or the FHS Athletic Department.

                            Financial Statement                                                                   
                                  Statement is updated when any significant change occurs.                  

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