Article I – Name and Purpose
The name of this organization is the Carver Foundation. It is organized as a nonprofit corporation under the laws of the State of South Carolina with 501(c)(3) tax-exempt status pending with the Internal Revenue Service.
The purpose of the Foundation is to advance charitable, educational, and humanitarian initiatives that strengthen communities and promote the public good. The Foundation may provide grants, scholarships, research support, and direct program services in furtherance of its mission. It may collaborate with individuals, corporations, and other qualified organizations that share its values of integrity, stewardship, and service.
No part of the net earnings of the Foundation shall inure to the benefit of any private individual. The Foundation shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
Article II – Offices
The principal office of the Foundation shall be located in the State of South Carolina. The Board of Directors may designate additional offices or mailing addresses as may be necessary to carry out the business of the Foundation.
Article III – Board of Directors
Authority and Responsibility: The affairs of the Foundation shall be managed under the direction of its Board of Directors, which shall be responsible for policy, fiduciary oversight, and the advancement of the Foundation's mission.
Composition and Qualifications: The Board shall consist of not fewer than three and not more than fifteen directors. Each director shall possess personal integrity, sound judgment, and a demonstrated commitment to the Foundation's charitable purpose.
Carver Family Representation: At all times, at least one member of the Carver Family shall serve on the Board of Directors. The designated Carver Family member shall hold a perpetual seat without term limitation and shall be elected by a majority vote of the Board. This individual shall have the right to assume the position of Chair of the Board at any time, upon written notice to the Board, without requiring additional election. The Carver Family representative shall not constitute a majority of the Board but shall retain full voting rights on all matters.
Election and Term: All other directors shall be elected by a majority vote of the sitting Board. Each director shall serve a term of three years and may be re-elected for consecutive terms. Terms shall be staggered to ensure continuity and institutional memory.
Resignation and Removal: A director may resign at any time by written notice to the Chair or Secretary. Any director other than the Carver Family representative may be removed, with or without cause, by a two-thirds vote of the remaining directors.
Vacancies: Vacancies on the Board may be filled by a majority vote of the remaining directors. The appointed director shall serve for the remainder of the unexpired term.
Compensation: Directors shall serve without compensation. Reasonable and documented expenses incurred on behalf of the Foundation may be reimbursed upon approval of the Board.
Article IV – Meetings of the Board
Regular Meetings: The Board shall meet quarterly at such time and place as the Chair may designate.
Special Meetings: Special meetings may be called by the Chair, the Executive Director, or any three directors upon reasonable notice to all members.
Notice: Written or electronic notice of each meeting shall be provided at least seven days in advance unless circumstances require shorter notice.
Quorum and Voting: A majority of the directors then serving shall constitute a quorum. Actions of the Board shall require the affirmative vote of a majority of directors present, unless otherwise provided by law or these bylaws.
Participation by Electronic Means: Directors may participate in meetings through teleconference or secure electronic means that allow all participants to communicate simultaneously. Such participation shall constitute presence in person.
Article V – Officers
Officers and Duties: The officers of the Foundation shall be a Chair, Vice Chair, Secretary, and Treasurer. Officers shall be elected annually by the Board and shall serve at its pleasure.
The Chair shall preside at all meetings and provide leadership in advancing the Foundation's mission. The Carver Family representative may assume the role of Chair at any time upon written notice.
The Vice Chair shall perform the duties of the Chair in the Chair's absence and assist as directed.
The Secretary shall maintain corporate records, minutes, and official correspondence.
The Treasurer shall oversee all financial affairs and ensure adherence to accounting and reporting standards.
Removal and Vacancies: An officer may be removed by majority vote of the Board. Vacancies shall be filled by Board appointment for the remainder of the term.
Article VI – Executive Director
The Board may appoint an Executive Director to oversee daily operations and implement the Foundation's programs, grants, and policies in alignment with Board directives. The Executive Director shall report directly to the Board and may attend Board meetings in a non-voting capacity.
Article VII – Committees
The Board may establish standing or special committees as needed to support its work. Each committee shall operate under the authority of the Board, have a written charge, and provide regular reports. Committees may include Audit, Grants, Governance, and Development.
Article VIII – Fiscal Management
The fiscal year of the Foundation shall begin on January 1 and end on December 31. The Foundation shall maintain accurate financial records in accordance with generally accepted accounting principles.
All expenditures shall be approved under procedures adopted by the Board. The accounts of the Foundation shall be reviewed annually, and an independent audit shall be conducted as required by law or at the Board's discretion.
Article IX – Policies and Ethical Standards
The Foundation shall maintain written policies including but not limited to a Conflict of Interest Policy, Whistleblower Protection Policy, and Document Retention Policy. All directors, officers, and employees shall acknowledge these policies annually.
The Foundation shall operate with transparency, fairness, and accountability in all matters, upholding the trust of its donors and beneficiaries through principled governance.
Article X – Indemnification
To the fullest extent permitted by law, the Foundation shall indemnify any director, officer, or employee against expenses and liabilities reasonably incurred in connection with proceedings arising from their service, provided they acted in good faith and in a manner believed to be in the best interests of the Foundation.
Article XI – Amendments
These bylaws may be amended or repealed by a two-thirds vote of the Board of Directors at any regular or special meeting, provided that written notice of the proposed amendment has been distributed to all directors at least ten days prior to the meeting. The rights of the Carver Family representative as provided herein may not be amended without written consent of that representative.
Article XII – Dissolution
Upon dissolution of the Foundation, all remaining assets shall be distributed exclusively for charitable or educational purposes consistent with Section 501(c)(3) of the Internal Revenue Code. The Board shall select one or more recipient organizations whose mission most closely aligns with that of the Carver Foundation.