SISTER CITIES OF DURHAM, INC.

BY-LAWS OF THE CORP0RATION,  Adopted Nov. 17, 2016

(Based on the By-Laws of June 1992 & Revised By-Laws of 10 March 1998)

Adopted at a Meeting of the Board of Directors,19 August 2005. Amended Article VII, July 25, 2013.

Amended Article VII, November 17, 2016

ARTICLE I Name

The name of this organization shall be Sister Cities of Durham, Incorporated (herein after referred to as the Corporation).

ARTICLE II Office

The principal office of the Corporation shall be located in Durham, NC, and other offices shall be in such other places as the Board of Directors may from time to time direct.

ARTICLE III Purpose

The purpose of the Corporation shall be to serve educational, literary, scientific, and charitable purposes, both directly and indirectly, and more particularly:

a. to establish and encourage greater communications among peoples of the world through the exchange of people and ideas;

b. to engage in other activities to promote public education; and

c. to carry out other programs, activities, and endeavors for charitable, religious, educational, and scientific purposes within the meaning o Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended.

ARTICLE IV Non-Profit Nature of the Corporation

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to, Directors, Officers, or other private persons except that the Corporation may pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purpose set out in the Articles of Incorporation. Notwithstanding any other provisions of these by-laws, this Corporation shall not carry on any activities not permitted to be carried on:

a.by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law), or

b. by a corporation, contributions to which are deductible under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).

ARTICLE V Membership

Section 1: Members

The membership of the Corporation shall consist of individuals, organizations, corporations, and institutions interested in supporting the purposes of the Corporation.

Section 2: Categories of Membership

Types of members and rights and privileges pertaining to membership shall be defined from time to time by the Board of Directors.

Section 3. Dues:
 Any individual, organization, corporation, or institution meeting the requirements of Article V,

Section 1, may be admitted to the membership of this Corporation upon acceptance of the membership application by the President and Secretary of the Corporation, and upon payment of the membership dues prescribed by the Board of Directors. Payment of such dues made at least thirty (30) days prior to the Annual Meeting shall qualify such member to vote at that Annual Meeting.

Section 4: Meetings
a.Annual Meeting: The Annual Meeting of the Corporation shall take place in October each year, at a time and place designated by the Board of Directors. The business of the Annual Meeting shall include the election of members to the Board of Directors and the receipt of a report on the activities of the Corporation for the preceding year. Nominations may be made from the floor -provided the nominee has agreed to be so nominated.¬

b.Special Meetings: A Special Meeting of the members may be called by a vote of the majority of the Directors, or, upon petition to the Secretary, by one-fifth (1/5) of the membership. At a Special Meeting of the members, only such business as stated in the call shall be transacted, unless the majority of the Directors in attendance shall agree to allow an open agenda.

c.Notice: Notice of the time and place of the Annual Meeting shall be given in writing to each member not less than four (4) weeks prior to the meeting and shall include the slate of Directors proposed by the Nominating Committee. Notice of the time and place of a Special Meeting shall be mailed to each member not less than two (2) weeks prior to the meeting arid stating the time, place, and the business to be transacted.

d. Quorum: One-third (1/3) of the eligible membership, or fifty (50) members, whichever is the smaller number, shall constitute a quorum for the transaction of business at all meetings of the membership.

e. Voting: For purposes of this section, each membership shall be entitled to one (1) vote

f. The Program Year: For purposes of the election of members to the Board of Directors, and of the election of Officers of the Board of Directors, and of reporting to the membership the activities of the previous year, the Corporation shall employ a Program Year that will run concurrent with the Fiscal Budget Year.

ARTICLE VI Board of Directors

Section 1: Board of Directors
The Corporation shall be governed by a Board of Directors, which shall determine the Corporation's policies and preserve and control its physical assets and reputation. The composition of the Board shall be broadly based to assure representation of the diversity of the Durham community. Directors shall be members of the Corporation.

Section 2: Number. Terms and Election

a.Number

I. The Board of Directors shall have at least nine (9), nor more than thirteen (13), elected Directors. The Chairperson of each City Committee shall have a seat on the Board.

II. At its discretion, the Board of Directors may from time to time name Permanent Lifetime Directors, honoring the distinguished service of certain persons, provided that there shall not be more than three (3) Permanent Lifetime Directors during any year.

III. The Mayor of the City of Durham, or his/her designated agent, and the Chair of the Durham County Commission, or his/her designated agent, shall be invited to serve as ex officio members of the Board of Directors.

IV. For purposes of counting a quorum at any meeting of the Board of Directors, and of transacting business, each City Committee Chair shall have one vote, and each elected Director shall have one vote. A Permanent Lifetime Director shall not have the right of voting and will not be counted as part of a quorum.

b. Terms and Election: Elected Directors shall serve terms of three (3) years, may not serve more than two (2)

consecutive terms, and are not eligible for election again for a period of one (1) year after the expiration of their second term.

Section 3. Vacancies. Resignation. or Removal

a. Vacancies: Any vacancy occurring on the Board of Directors not caused by expiration of the term of office shall be filled by the Board of Directors upon recommendation of the Nominating Committee. Such Director shall serve for the unexpired term of the predecessor in office and shall be eligible for nomination to another full term.

b.Resignation: Any Director may resign by giving notice to the President in writing.

c. Removal: Any Director may be removed from office by an affirmative vote of two-thirds (2/3) of the other members of the Board of Directors.

Section 4. Meetings

a. Regular Meetings: The first meeting of the Board of Directors in any new Program Year shall be held after the Annual Meeting and shall include the purpose of the election of Officers. Regular meetings of the Board of Directors shall be held at least once each quarter for the purpose of transacting such business as may come before the Board. The Board may meet more frequently at the call of the President.

b. Special Meetings: Special meetings of the Board of directors may be held upon the call of the President.

c. Notice: Notice of regular meetings shall be given to each Director not less than fourteen (14) days prior to any such meeting. Notice of special meetings shall be communicated to each Director not less than ten (10) days prior to any such meeting and shall state the purpose of the meeting.

d. Quorum: The quorum for the meetings of the Board of Directors to transact business shall be One-half the Directors.

e. Attendance: Directors missing three (3) consecutive meetings without excuse, or failing to attend one-half (1/2) of the meetings in any twelve (12) month period, shall be considered resigned from the Board. An excused absence requires notification to the Secretary or the President.

ARTICLE VII Officers

Section 1. Officers

Officers of the Corporation shall be the President, Vice President, Treasurer, and Secretary. The Officers shall perform the usual duties pertaining to their respective offices as determined by the Board of Directors.

Section 2. Terms and Election (This section amended Nov. 17, 2016, as noted in bold print.)

Officers, except the Treasurer, shall serve terms of one (1) year and may not serve more than four (4) consecutive terms in the same office. All officers, except the Treasurer, shall be elected by the Directors from their number at the first Board meeting after the Annual Meeting. The Treasurer shall be appointed by the Board, and shall serve at the pleasure of the Board and shall be responsible to the Board.

Section 3 . Vacancies. Resignation. and Removal

The procedure for vacancies, resignation, and removal shall be the same as for the Board of Directors.

ARTICLE VIII Committees

Section 1. Executive Committee

At need, and upon his/her own discretion, the President may convene an Executive Committee consisting of the Officers of the Corporation.

The Executive Committee is authorized to act for the Board of Directors, pending notice to the Directors and ratification of its actions at each subsequent meeting of the Board of Directors. A majority of the Executive Committee shall constitute a quorum for the transaction of business

Section 2. City Committees
The Chairpersons of the City Committees shall be elected annually by their respective committee members and ratified by the Board of Directors. It is highly recommended that a City Chairperson serve no more than five consecutive annual terms in that position. The City Chairpersons shall serve a term which expires at the Annual Meeting, but in any case may serve until successors have been chosen.

Section 3. Additional and Special Committees

Additional and special committees may be established from time to time by the Board of Directors. The Chairpersons of such committees shall be appointed by the President and confirmed by the Board of Directors. 'The duties and duration of such committees shall be determined by the President and the Board of Directors.

Section 4. Ex-Officio Committee Members

The President shall serve, ex-officio and without vote, on all committees authorized by the Board of Directors, except that the President shall not serve on the Nominating Committee.

¬Section 5. Advisory Board

The Advisory Board shall consist of not more than twenty-four (24) prominent or qualified citizens from the community who shall serve three (3) year terms. .Members of the Advisory Board shall be nominated by the Nominating Committee and elected by the Board of Directors. The Advisory Board shall meet at least twice each year and shall advise the Board of Directors on the direction and mission of Sister Cities of Durham, Inc.

Section 6. Co-Opted Members of Board and Committees

At the discretion of the President, or of the Chairperson or Convenor of any Committee authorized by the Board of Directors, the Board or any sitting committee may co-opt persons to assist or advise it. Such persons shall sit on committees ex-officio, without vote.

ARTICLE IX Staff

The Board of Directors may appoint a person to manage and coordinate day-to-day activities of the Corporation; to supervise employees in such other positions as the Board of Directors approves; and to attend meetings of the Board of Directors, of the Executive Committee, or of any sitting committee to which he or she is invited.

ARTICLE X Finances

Section 1. Fiscal Year

The fiscal year shall be from July 1 through June 30.

Section 2. Treasurer

The Treasurer shall present a financial report at each regular meeting of the Board of Directors, and shall present an annual financial report to the membership at the Annual Meeting.

Section 3. Audit

There shall be an annual audit of the Corporation's 'books of account, arranged by the President and the Treasurer, at the end of each fiscal year. A copy of the auditor's report must be reviewed and accepted by the Board of Directors.

Section 4. Budget

With the cooperation of the City Committees, the Treasurer shall oversee, prepare and submit by December 31st an annual budget to the Board of Directors for approval.

Section 5. Contributions

Contributions to the Corporation may be solicited and accepted, subject to the laws of the State of North Carolina and the applicable regulations of the Internal Revenue Code or the Internal Revenue Service governing non-profit organizations.

ARTICLE XI Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order, Newly Revised (that is, the latest revised edition) shall govern the Corporation in all cases to which they are applicable, and in which they are not inconsistent with these by-laws or with the special rules of order the Board of Directors may adopt.

ARTICLE XII Fundamental Change

Section 1. Amendments

These by-laws may be amended at any meeting of the Board of] Directors by an affirmative vote of a majority of the Directors then present, provided a quorum is present, and provided that notice of the intention to amend the by-laws, together with the proposed amendments, have been sent to each Director, along with the time and place of the meeting, at least two (2) weeks prior to the meeting date.

Section 2. Merger, Sale, Lease, etc.

The procedure for merger, consolidation, sale, lease, exchange, or mortgage of assets shall be that set out in Section 55A of the North Carolina General Statutes, provided, however, that no such

action shall be inconsistent with the non-profit nature of the Corporation and the requirements of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future Internal Revenue Law).

Section 3. Dissolution

In the event of dissolution, the residual assets of the Corporation shall be turned over to one or more organizations which themselves are tax-exempt organizations as described in Section 501 (c )(3) of the Internal Revenue Code of 1986 (or corresponding sections of any prior or future Internal Revenue Law); or to local government for exclusive purpose.

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The text of these by-laws incorporates amendments recommended by the Organization Committee of the Board of Directors in Spring 2003, and adopted August 19, 2005.

Article VII, Section 2, Terms and Elections, amended to read – officers … may not serve more than “four (4)” consecutive terms in the same office. This was adopted at the Board of Directors meeting on July 25, 2013.

Article VII, Section 2: was amended to make the Treasurer position an appointed position.

this was adopted at the Board of Directors meeting on November 17, 2016.