BYLAWS OFJOBS FOR AMERICA'S GRADUATES,
ARTICLE I - NAME
Section 1.1. The name of this corporation
is Jobs for America's Graduates, Inc. (JAG).
ARTICLE II - CORPORATE SEAL
Section 2.1. The corporate seal shall
have inscribed thereon the name of the corporation, the year of
its incorporation, and the words "Corporate Seal, District
ARTICLE III - POWERS OF CORPORATION
Section 3.1. The Board of Directors
shall have and may exercise all the powers of the corporation, except
such as are conferred upon the members by law. The purposes of the
corporation shall be accomplished by the Board of Directors, which
shall constitute the governing body of the corporation.
ARTICLE IV - MEMBERS AND DIRECTORS
Section 4.1. Qualification, Term, Resignation.
The corporation shall have as many members as there are directors.
The election of a person as a director shall automatically make
such person a member of the corporation. A person shall remain a
member so long as such person remains a director. If the person
ceases to be a director, such person shall automatically thereby
cease to be a member. All members shall file their addresses with
the Secretary of the corporation. A member may resign by written
resignation to the Secretary of the corporation, but only if such
member simultaneously therewith resigns as a director; such resignation
shall be effective upon receipt thereof. As used hereinafter, the
term "member" also means a director, and the term "director"
also means a member.
Section 4.2. Composition and Term. The
Board of Directors shall consist of no more than 55 members and
no fewer than three members. The number of directors shall be determined
at the fist meeting of the initial Board of Directors and may from
time to time be changed in future meetings by majority vote of the
Board of Directors. No notice for such change shall be required.
The term of a member of the Board of Directors cannot be terminated
by such a change.
Except as noted below, each director shall
hold office for a term of three years or until such director's successor
is elected and qualified or until such director's earlier resignation
or removal. Any vacancy occurring on the Board for any cause may
be filled by a majority of the remaining members of the Board of
Directors, although such a majority is less than a quorum, and each
director so elected shall hold office for the whole or balance of
the term to which such director or director's predecessor was so
elected or until such director's earlier resignation or removal.
It is the intent of these bylaws that approximately
one-third of the directors be elected each year. Accordingly, for
the first term only, certain seats on the Board will be for one
year, two years, or three years in duration. The seats so chosen
and the persons elected to fill those seats shall be determined
by the initial Board of Directors.
Section 4.3. Initial Board of Directors.
The initial Board of Directors shall be composed of Governor Pierre
S. duPont, IV, Chairman; Kenneth M. Smith, President, M. Peter McPherson,
Member. The Board Member is authorized to take whatever actions
are required by law to begin operation of the organization, including
application for recognition of exemption under 501(a) of the Internal
The initial Board of Directors shall also have
the power to adopt, amend, or repeal the bylaws of the corporation
until the full membership of the Board of Directors has taken office.
The initial Board of Directors shall elect
the first Board of Directors by majority vote.
Section 4.4. Honorary Directors. The
Board of Directors may choose other persons to serve as honorary
directors. The honorary directors shall serve for a term of one
year. Such persons may participate in the deliberations of the Board,
but shall not be directors for the purposes of quorum or notice
and shall not be entitled to vote.
ARTICLE V - MEETINGS
Section 5.1. Regular Meetings. Regular
meetings of the Board of Directors may be held at such places within
or without the District of Columbia and at such times as the Board
of Directors may from time to time determine, and if so determined,
notices thereof need not be given.
Section 5.2. Special Meetings. Special
meetings of the Board of Directors may be held at any time or place
within or without the District of Columbia whenever called by the
Chairman of the Board or a majority of the Executive Committee of
the Board of Directors. Reasonable notice thereof shall be given
the person or persons calling the meeting.
Section 5.3. Annual Meetings. The Board
of Directors shall hold an annual meeting for the election of directors
and for the conduct of such other business as may be stated in the
notice of the meeting. The annual meeting shall be held at such
place within or without the District of Columbia, and at such time
and date as the Board of Directors shall determine and set forth
in the notice of the meeting. In the event the Board of Directors
fails to so determine the time, date, and place of the meeting,
the annual meeting of the Board of Directors shall be held at the
registered office of the corporation in the District of Columbia
on October 1 at 10:00 AM, Daylight Savings Time.
If the date of the annual meeting falls upon
a Saturday, Sunday, or legal holiday, the meeting shall be held
on the next succeeding business day. At each annual meeting, the
members of the Board of Directors entitled to vote shall elect a
Board of Directors to fill the seats of those whose terms are expiring
or have otherwise resigned or have been removed.
Section 5.4. Telephonic Meetings Permitted.
Members of the Board of Directors may participate in a meeting of
such Board by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting
can hear each other, and participation in a meeting pursuant to
this bylaw shall constitute presence in person at such meeting.
Section 5.5. Meetings. The Chairman
or a majority of the Executive Committee of the Board of Directors
may call a meeting of the Board of Directors. Written notice of
the time, place, and purpose of every meeting of members shall be
given to each member by the Secretary of the corporation or, in
case of death, absence, incapacity, or refusal of the Secretary,
by some other officer or by any member, at least ten days before
such meeting, either personally or by mailing a copy, postage prepaid,
to the members' addresses as they appear on the books of the corporation;
provided, however, that any meeting held without formal call and/or
notice shall be valid if all of the members are present in person
or if the members sign a written waiver of notice, whether before
or after the time stated therein. Each member shall be entitled
to one vote, which shall be exercised by such member in person.
Voting by proxy shall not be allowed.
Section 5.6. Quorum. At all meetings
of the Board of Directors, one-third of the directors shall constitute
a quorum for the transaction of business. Except in cases in which
the certificate of incorporation or these bylaws otherwise provide,
the vote of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.
No action shall be taken at which is present less than a quorum,
except for a decision to adjourn, and an adjourned meeting may be
held as adjourned without further notice.
Section 5.7. Organization. Meetings
of the Board of Directors shall be presided over by the Chairman
of the Board or, in the Chairman's absence, by the President, or
in their absence, by a Chairman chosen at the meeting. The Secretary
shall act as Secretary of the meeting, but, in the Secretary's absence,
the Chairman of the meeting may appoint any person to act as Secretary
of the meeting.
Section 5.8. Informal Action by Directors.
Unless otherwise restricted by the certificate of incorporation
or these bylaws, any action required or permitted to be taken at
any meeting of the board of Directors, or of any committee thereof,
may be taken without a meeting if all members of the Board or of
such committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of the proceedings
of the Board or committee.
ARTICLE VI - OFFICERS
Section 6.1. Executive Officers; Election;
Qualification; Term of Office; Resignation; Removal; Vacancies.
After the expiration of the terms of office of the initial Board
of Directors, the Board of Directors shall choose a Chairman, a
president, a treasurer, and a Secretary, and whatever other office
the Board may choose to elect, including one or more vice-presidents,
one or more assistant secretaries, and one or more assistant treasurers.
All of the officers named above shall be chosen from members of
the Board of Directors. Each officer shall hold office until the
first meeting of the Board of Directors after the annual meeting
next succeeding each officer's election or until such officer's
successor is elected and qualified or until such officer's earlier
resignation or removal. Any officer may resign at any time upon
written notice to the corporation. The Board of Directors may remove
any officer with or without cause at any time, but such removal
shall be without prejudice to the contractual rights of such officer,
if any, with the corporation. Any number of offices may be held
by the same person. Any vacancy occurring in any office of the corporation
by virtue of death, resignation, removal, or otherwise may be filled
for the unexpired portion by the Board of Directors at any regular
or special meeting.
Section 6.2. Powers and Duties of Executive
Officers. The president shall be the chief executive officer of
the corporation and shall exercise all the powers and duties in
the management of the corporation as are generally associated with
such office and chief executive officer. The officers of the corporation
are subject to the control of the Board of Directors. The Board
of Directors may require any officer, agent, or employee to give
security for the faithful performance of his duties.
ARTICLE VII - EXECUTIVE COMMITTEE
Section 7.1. General. There shall be
an Executive Committee of the Board of Directors.
Section 7.2. Membership. The Executive
committee shall be composed of the Chairman, president, and five
other persons nominated by the Board Chairman and elected by the
Board. The Board may expand the Executive Committee by a majority
Section 7.3. Powers. The Executive Committee
shall supervise the affairs of the organization and regulate its
internal economy, approve expenditures and commitments according
to rules or policies enunciated by the Board of Directors, and act
for and carry out the published policies of the organization as
defined by the Board of Directors. The Executive Committee shall
possess and may exercise all powers and functions to direct the
affairs of the organization between meetings of the Board of Directors.
The Executive Committee shall report to the directors at each meeting
of the Board of Directors.
Section 7.4. Committee Procedures. A
quorum for the Executive Committee shall be a majority of its membership.
The Executive Committee may conduct its business by mail or telephone,
except that the decisions of such committee shall be committed to
writing and sent to all members of the Executive Committee within
a reasonable time after such business is conducted.
ARTICLE VIII - INDEMNIFICATION
Section 8.1. The organization shall
indemnify any person [director, officer, or employee] who was or
is a party or is threatened to be made a party to any threatened,
pending, or completed actin, suit, or proceeding, by reasons of
the fact that he or she is a director, officer, or employee of the
organization against expenses, including attorney's fees, judgments,
fines, and amounts paid in settlement actually and reasonably incurred
by said person in connection with such action, suit, or proceeding
provided that no indemnification shall be provided for any person
with respect to any matter as to which he or she shall have been
finally adjudicated in any action, suit, or proceeding not to have
acted in good faith in the reasonable belief that his or her action
The termination of any action, suit, or proceeding
by judgment, order, or conviction adverse to such person, or by
settlement or plea of nolo contendere or its equivalent, shall create
a rebuttable presumption that such person did not act in good faith.
Section 8.2. The organization shall
purchase and maintain insurance on behalf of directors, officers,
and employees against any liability asserted against such person
and incurred by said director, officer, or employee in any such
capacity, or arising out of his status as such.
ARTICLE IX - FISCAL POLICIES
Section 9.1. Fiscal Year. The fiscal
year for all business transacted shall be the calendar year.
Section 9.2. Depositories. The Board
of Directors may establish such accounts with banks, trust companies,
and other financial institutions as it deems appropriate.
Section 9.3. Disbursements. Disbursements
shall be made only in accordance with a specific authorization by
the Board of Directors or within a general budget approved by the
board, except that in the absence of an approved budget, the Treasurer
may pay bills for normal operative expenses as authorized by the
Chairman of the board.
Section 9.4. Audit. There shall be an
annual audit of accounts.
ARTICLE X - AMENDMENTS
Section 10.1. These bylaws may
be amended at any special meeting of the members called for that
purpose or at any annual meetings of the members by a majority vote
of the members present at such a meeting, provided that a quorum
be present. The Board of Directors may also make, alter, adopt,
amend, or repeal from time to time these bylaws at a regular or
special meeting of the Board of Directors.