ARTICLE I GENERAL PROVISIONS
Name. The name of this corporation is The Rotary Club of Memphis East (hereinafter referred to as “the Club”).
Public Benefit Corporation. Pursuant to the provisions of Section 48-68-104(3) ofthe Tennessee Nonprofit Corporation Act, the Club is a public benefit corporation.
Not a Religious Corporation. The Club is not a religious corporation.
Registered Office and Agent. The street address and zip code of the Club’s current registered office is 2819 Executive Drive, Memphis, Tennessee 38115. The current registered office ofthe Club is located in Shelby County, Tennessee, and its current registered agent at that office is Lee Hughes.
Incorporator. The name, street address, and zip code of the incorporator is as appears beneath the signature of the incorporator, affixed hereto.
Principal Office. The street address and zip code of the principal office of the Club is 2819 Executive Drive, Memphis, Tennessee 38115.
Not for Profit. The Club is not for profit.
Members. The Club shall have members.
Distribution of Assets on Dissolution. Upon the dissolution of the Club, the Board of Directors, after paying or making provision for the payment of all of the liabilities of the Club, shall distribute all of the assets of the Club exclusively for one or more of the purposes of the Club, or to an organization or organizations which is or are then exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal revenue statute) (hereinafter “a tax-exempt organization”), or to the government of the United States or the State of Tennessee, or to a local government or governments, for a public purpose. Any such assets not so distributed shall be distributed by the Chancery Court of the county in which the principal office of the Club is then located, exclusively for the purposes of the Club, or to a tax-exempt organization or organizations, or to another organization or organizations.
PURPOSES AND POWERS
Purposes. The purposes for which the Club is organized shall be to encourage, promote, and extend the object of Rotary International, and to maintain the relations of a member club in Rotary International. Insofar as the law of the State of Tennessee shall permit, this Corporation shall be subject to the jurisdiction of Rotary International.
Powers. The Club shall have all powers attributed to public benefit corporations under the Tennessee Nonprofit Corporation Act and, consistent therewith, shall be empowered to engage in any and all lawful activities which may be incidental or reasonably necessary to any of its enumerated purposes, including but not limited to:(a) the power to purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in real or personal property, wherever located; and (b) the power to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of, or grant a security interest in, all or any part of the real or personal property of the Club.
ARTICLE III ORGANIZATION AND GOVERNANCE
Membership. The qualifications, admission, and removal of members shall be as provided by the bylaws of the Club. Meetings of the members of the Club shall be held at the times and conducted in the manner prescribed by the bylaws of the Club. Except as may be otherwise provided by law, the presence or representation of one-third (a) of the members entitled to vote at a meeting of the members of the Club shall be sufficient to constitute a quorum.
Board of Directors. A Board of Directors shall be selected in the manner prescribed by the bylaws of the Club. The bylaws shall specify the qualifications and number of directors, provided that there shall be at all times at least three (3) directors. The bylaws shall also specify the term each director shall serve, procedures for removal of directors and filling of vacancies, and the time and manner of meetings of the Board of Directors.
Section 3. Bylaws. The Board of Directors of the Club shall adopt bylaws for the management, regulation, and control of the affairs, property, and operation of the Club, provided that such bylaws shall not be inconsistent with this Charter or with the law of the State of Tennessee. The bylaws of the Club may be altered, amended, or repealed at any time by the Board of Directors.
Immunity of Directors. To the extent allowed by the Tennessee Nonprofit Corporation Act, the directors of the Club shall be immune from personal liability to the Club or its members for monetary damages for breach of fiduciary duty as a director. IN WITNESS WHEREOF, this Charter is hereby adopted by the undersigned incorporator for filing with the Secretary of State of Tennessee, this 20th day of September, 1999.