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Bylaws of Salina Field House Qualified Active Low-Income Community Business, Inc. ® BYLAWS OF SALINA FIELD HOUSE QUALIFIED ACTIVE LOW-INCOME COMMUNITY BUSINESS, INC. ARTICLE 1 GENERAL PROVISIONS 1.1 Name. The name of the corporation is Salina Field House Qualified Active Low- Income Community Business, Inc. (the"Corporation"). 1.2 Registered Office. The registered office of the Corporation in the State of Kansas is 300 W. Ash Street, Room 202, Salina, Saline County, Kansas 67401. 1.3 Other Offices. The Corporation may also have offices at such other places as the Directors, from time to time, may designate. 1.4 Resident Agent. The name and address of the Corporation's resident agent in this state is Salina Field House Qualified Active Low-Income Community Business, Inc., 300 W. Ash Street, Room 202, Salina, Saline County, Kansas 67401. 1.5 Term. The term for which this Corporation shall exist is perpetual. ® 1.6 Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year. 1.7 Policy Decisions. Decisions and determinations of policy may be compiled under the supervision of the Secretary for easy access and reference by the Directors. 1.8 Notice. Notice of any meeting may be given in writing by mail, facsimile, or other electronic means to the person entitled thereto at the last known address shown on the records of the Corporation within such time as directed by the President. 1.9 Waiver. Whenever notice is required to be given by these Bylaws, the Articles of Incorporation, or by statute, a written waiver thereof, signed by the person(s) entitled to notice, whether before or after the times stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting constitutes a waiver of notice, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. ARTICLE 2 PURPOSES ® 2.1 Not-for-Profit Purpose. This Corporation is organized as a not-for-profit, under and pursuant to the Kansas General Corporation Code contained in K.S.A. 17-6001 et seq., and shall have no authority to issue capital stock. ® 2.2 General Purpose. The Corporation is organized to function as a qualified active low-income community business, as defined in Section 45D(d)(2) of the Internal Revenue Code of 1986, as may be amended from time to time ("Code") and to lessen the burdens of government on the City of Salina, Kansas (the "City"), which is to be considered as a tax-exempt purpose pursuant to Section 501(c)(3) of the Code. ARTICLE 3 POWERS OF THE CORPORATION 3.1 General Powers. This Corporation shall and may exercise all the powers conferred by the laws of the State of Kansas upon corporations formed under the laws pursuant to and under which this Corporation is formed, as such laws are now in effect or may at any time hereafter be amended; provided, however, that the Corporation's powers are expressly limited under this Article 3. 3.2 Specific Powers. In addition to the foregoing general powers, this Corporation shall have the following specific powers: 3.2.1 Own Property. It may own, lease, manage, operate, maintain, mortgage and pledge real estate and personal property. 40 3.2.2 Make Contracts. It may make contracts. 3.2.3 Joint Operations. It may engage in joint and coordinated research, planning, development, management, operations, and services with other similarly situated entities to achieve quality, economy, and efficiency of technology. 3.2.4 Accept Gifts. It may receive and hold any property, real and personal, given, devised, bequeathed, given in trust, or in any other way made over to the Corporation. 3.2.5 Manage Gifts. It may invest and disburse all assets so received, and generally care for, manage, administer, and control all such properties so received. 3.3 Restrictions on Powers. Notwithstanding any other provision of these Bylaws, this Corporation shall have the following restrictions on its powers: 3.3.1 Not-for-Profit Restriction. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on (i) by an organization exempt from federal income tax under Code Section 501(c)(3), or (ii)by an organization, contributions to which are deductible under Code Section 170(c)(2). 3.3.2 No Compensation to Directors. No compensation or payment shall ever be paid or made to any member, director, officer, creator, or organizer of this Corporation, or substantial contributor to it (except as reasonable payment for actual services rendered to - 2 - ® or for the benefit of this Corporation in accordance with its charitable purpose). Neither the whole nor any portion of the assets or net earnings current or accumulated of this Corporation shall ever be distributed to or divided among any such persons, and neither the whole nor any part or portion of such assets or net earnings shall ever be used for, accrued to, or inure to the benefit of any member or private individual within the meaning of Section 501(c)(3) of the Code. 3.3.3 Political Activities Prohibited. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. 3.4 Assets Upon Dissolution. Upon dissolution of the Corporation, the Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, transfer of all of the assets of the Corporation to the City exclusively for the purposes of the Corporation, or as directed in writing by the City to an organization or organizations organized and operated exclusively for such purposes as shall at the time qualify as an exempt organization or organizations under Code Section 501(c)(3). Any assets not so disposed of shall be disposed of by the District Court of Saline County, Kansas, exclusively for such purposes or to such organization or organizations, as the Court shall determine, which are organized and operated exclusively for such purposes. ® ARTICLE 4 MEMBERSHIP The duly elected Directors shall constitute the membership of the Corporation. All rights, powers, duties and obligations usually vested in the members of a non-profit corporation shall be vested in the Directors in accordance with law and these Bylaws. ARTICLE 5 MANAGEMENT Management of the business and affairs of the Corporation shall be vested in and conducted by its Board of Directors and its officers. ARTICLE 6 DIRECTORS 6.1 Number. Management of the Corporation shall be vested in a Board of Directors consisting of five persons. 6.2 Qualification. Directors shall be selected from adult residents of Salina, Kansas, 41) who accept in principle the purposes of this Corporation and are deemed qualified to participate in the attainment of its objectives and the management of its business. A Director shall be deemed qualified as such when an acceptance of office has been signed and filed with the Secretary. - 3 - ® 6.3 Selection. The Board of Directors shall be selected by the duly elected and acting City Commissioners of the City of Salina, Kansas. At least two (2) of the Directors shall not also be directors of Salina Field House Lender, Inc., a Kansas nonprofit corporation. 6.4 Term. Directors shall serve terms of two years, or until successors are elected and qualified. Any Director may serve an unlimited number of terms if re-elected by the duly elected and acting City Commissioners of the City of Salina, Kansas at the conclusion of each term. 6.5 Duties. The Board of Directors shall govern and manage all affairs of the Corporation in accordance with law and its decisions in annual, regular, and special meetings. ARTICLE 7 MEETINGS OF THE DIRECTORS 7.1 Place. All meetings of the Directors shall be held at such places as may be designated by the Directors. 7.2 Meeting Time. 7.2.1 Annual. The annual meeting of the Directors of this Corporation shall be during the first month of each year as set by resolution of the Board of Directors for the purpose of: (1) election of officers and (2) transaction of such other business as may properly be presented and come before such meeting. 7.2.2 Regular. Regular meetings shall be held periodically at such specified times as are deemed necessary by resolution of the Board of Directors. 7.2.3 Special. Special meetings of the Directors may be called by the President or by any two Directors, as deemed necessary. Business to be transacted shall be limited to matters specified by the notice given. 7.2.4 Telephone. Members of the Board of Directors, or any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting. 7.3 Notice of Meetings. 7.3.1 Notice. Notice of any meeting may be given in writing by mailing to the person entitled thereto at the last known address shown on the records of the Corporation. ® 7.3.2 Waiver. Whenever notice is required to be given by these Bylaws, the Articles of Incorporation, or by statute, a written waiver thereof, signed by the persons entitled to notice, whether before or after the times stated therein, shall be deemed - 4 - 410 equivalent to notice. Attendance of a person at a meeting constitutes a waiver of notice, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. 7.4 Quorum. A majority (no fewer than three) of the total number of members of the Board of Directors (five) shall be necessary to constitute a quorum at all meetings of the Directors for the transaction of business except as otherwise provided by law, or by these Bylaws. In the event such number is not a quorum, the members present shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting, until the requisite number of members of the Directors shall be present at such adjourned meeting, and any business may be transacted at the meeting as originally notified. 7.5 Procedural Rules. All meetings of the Directors and any committees thereof shall be conducted in a manner consistent with any procedural rules contained in these Bylaws. In the absence of such rules, the Board shall endeavor to follow the most recent edition of Robert's Rules of Order in the conduct of such meetings. 7.6 Voting Power. Each Director shall be entitled at every meeting of Directors to one vote in person. Voting by proxy shall not be permitted. 7.7 Voting Procedures. All elections of officers, and votes upon any other question, except as otherwise provided by law or unless otherwise provided by resolution of the Directors, may be had by voice vote or by showing of hands unless the Directors determine otherwise. ARTICLE 8 OFFICERS 8.1 Designated Officers. Officers of the Corporation shall be chosen by the Board of Directors of the Corporation and shall include a President, a Vice President, a Secretary, and a Treasurer. 8.2 Other Officers and Agents. The Corporation may have such other officers and agents as may from time to time be determined and appointed by the Board of Directors, and for such terms as the Board of Directors may determine. 8.3 Term and Qualification of Officers. The officers of the Corporation, except as provided in Section 8.2 of this Article 8, shall hold their office for one year or until the next annual meeting of the Board of Directors, or until their successors are chosen and qualified, unless their respective terms of office have been terminated by resignation in writing, duly filed in the office of the Secretary of the Corporation. 8.4 Removal of Officers. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority (no fewer than three) of all of the Directors (five). - 5 - ® 8.5 President. The President shall be the presiding officer of the Corporation and the Board of Directors. 8.6 Vice President. A Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors may prescribe. 8.7 Secretary. The Secretary shall attend all sessions of the Board of Directors and record all votes and the minutes of all proceedings, including rules and regulations and policy decisions, in a book to be kept for that purpose and shall perform like duties for the standing committees. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or President. 8.8 Treasurer. The Treasurer shall have such duties as may be prescribed by the Board of Directors and shall give bond in such sum and with such sureties as may be determined from time to time by the Board of Directors. Such bond, if issued other than by a corporate surety, shall be renewed every year. ARTICLE 9 COMMITTEES The Directors may designate one or more committees, each committee to consist of one or more Directors of the Corporation. ARTICLE 10 CONFLICTS OF INTEREST No contract or transaction between this Corporation and one.or more of its Directors or officers, or between this Corporation and any other corporation, partnership, association or other organization in which one or more of its Directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or her votes are counted for such purpose, if either: • The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the board or the committee in good faith authorized the contract or transaction by the affirmative votes of a majority of the disinterested Directors even though the disinterested Directors be less than a quorum; or • The contract or transaction is fair as to the Corporation as of the time it is ® authorized, approved or ratified by the Board of Directors or a committee thereof duly authorized. - 6 - Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorized the contract or transaction. ARTICLE 11 INDEMNIFICATION 11.1 Indemnification. This Corporation shall indemnify any Director, officer, employee, or agent of the Corporation who was or is threatened to be made a party in any legal proceedings whether civil, criminal, administrative, or investigative if successful on the merits or otherwise in defense, or even if unsuccessful in defense, if such person acted in good faith and in the reasonable belief that his actions were in or not opposed to the best interest of the Corporation. 11.2 Insurance. The Corporation shall purchase and maintain insurance on behalf of any Director, officer, employee, or agent of the Corporation against any liability asserted against such person and incurred in such capacity whether or not the Corporation would have power to indemnify such person against such liability under the provisions of the above section. 11.3 Severance Clause. The invalidity or unenforceability of any provision of this Article shall not affect the validity or enforceability of any other provision hereof ARTICLE 12 AMENDMENTS The Articles of Incorporation or these Bylaws may be amended by an affirmative vote of a majority (no fewer than three) of the total number of members of the Board of Directors (five) at a meeting, following written notice to each Director given not less than 15 nor more than 60 days before said meeting, which notice shall set forth the proposed amendment and shall give the date, time and place of the meeting. ARTICLE 13 BOOKS AND RECORDS The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Directors and committees having any of the authority of the Directors. ARTICLE 14 DISSOLUTION Any plan and approval for voluntary dissolution shall be determined by an affirmative vote of a majority (no fewer than three) of the total number of members of the Board of Directors (five) at a meeting, following written notice to each Director given not less than 15 nor more than 60 days ® before said meeting, which notice shall set forth the proposed plan of dissolution and shall give the date,time and place of the meeting. - 7 - ADOPTED by the Directors on this 19th day of July,2016 SALINA FIELD HOUSE QUALIFIED ACTIVE LOW-INCOME COMMUNITY BUSINESS, INC. By: - �--� Name: ,b4,v-i F• 2,1 H*) Its: President By: Name: _'/1►�,�.ai►�.�(:t'.■ Its: Secretary 410 S - 8 -