By-Laws

THE TOY CHEST CORPORATION

Adopted October 21, 2011

ARTICLE I – ORGANIZATION

This shall be a private corporation not for profit, organized under the laws of the State of Kentucky exclusively for charitable purposes under section 501(c)(3) of the Internal Revenue Code. No stock shall be issued. The name of the corporation shall be THE TOY CHEST CORPORATION.

ARTICLE II – PURPOSE AND MISSION

The purposes for which this corporation is organized is to provide toys, books, clothing and other essential items for children in medical centers, homeless shelters, women’s and children’s centers and other facilities caring for children, and to carry on other related and similar activities in THE TOY CHEST CORPORATION’s interest.

The mission of THE TOY CHEST CORPORATION is to serve as a non-profit organization providing toys, books, clothing and other items to children experiencing medical, social or financial challenges.  THE TOY CHEST CORPORATION is committed to mentoring and fostering service values in children, while providing them a platform to serve their peers.

ARTICLE III – MEMBERSHIP

This corporation has no members.

ARTICLE IV – ORDER OF BUSINESS

  1. Roll Call.
  2. Reading of the Minutes of the preceding meeting.
  3. Reports of Committees.
  4. Reports of Officers.
  5. Old and Unfinished Business.
  6. New Business.
  7. Adjournments.

ARTICLE V – BOARD OF DIRECTORS

The organizing Board shall serve as the first Board of Directors of THE TOY CHEST CORPORATION.

The Board of Directors is responsible for setting policy and governing the organization and holds the power to conduct THE TOY CHEST CORPORATION’s business and to delegate that power as needed to an agent of the Board. THE TOY CHEST CORPORATION shall have minimum of six directors and not to exceed 12 directors on the Board. The term limit of the Director is four years, with no limits to terms served. THE TOY CHEST CORPORATION shall have a self-perpetuating Board – the Board itself will elect new members.

At any scheduled Board of Directors meeting, the Board may appoint (a) Directors to fill vacancies for the unexpired terms of Directors who have left the Board before the end of the terms to which they were elected, and (b) new directors as deemed appropriate up to the limit of twelve Directors.

ARTICLE VI – OFFICERS

The officers shall constitute the Executive Committee of THE TOY CHEST CORPORATION. The officers of THE TOY CHEST CORPORATION shall be President, Vice President, Secretary and Treasurer.

Only present elected Board members are eligible to be elected as officers. The officers of THE TOY CHEST CORPORATION shall be elected by majority vote of the members of the Board of Directors at the fourth quarter meeting. A vacancy in any of the offices shall be filled by the Board of Directors. The term of office for all officers shall be for two years or until the fourth quarter meeting of the odd numbered years. There shall be no limit to the number of terms a member may serve as any officer. Any statement of desire to serve as an officer by a present Board member shall serve as a nomination to said position.

ARTICLE VII – DUTIES OF OFFICERS

The President shall preside at all Board of Director meetings of THE TOY CHEST CORPORATION; shall serve as the chief executive officer of THE TOY CHEST CORPORATION; shall be an ex officio member of all committees and shall perform such other duties as usually pertained to the office or as may be prescribed by the Board of Directors.

The Vice President shall assist the President and perform any other duties as may be prescribed by the President or Board of Directors.

The Secretary shall be the custodian of all books and documents of THE TOY CHEST CORPORATION. He or she shall keep a record of the proceedings of THE TOY CHEST CORPORATION and the Board of Directors. He or she shall perform other such duties as may be prescribed by the President or the Board of Directors.

The Treasurer shall be or oversee the custodian of all monies of THE TOY CHEST CORPORATION. He or she shall perform (or oversee) the usual duties of Treasurer, including, but not limited to, keeping accounts and disbursing the monies of THE TOY CHEST CORPORATION, and shall make reports of the receipts and expenditures and of the financial condition of THE TOY CHEST CORPORATION at every meeting of the Board of Directors. He or she shall perform other such duties as prescribed by the President or the Board of Directors. The offices of Secretary and Treasurer may be combined.

ARTICLE VIII – COMMITTEES

Committees of THE TOY CHEST CORPORATION shall be designated by the Board of Directors, appointments to committees being made by the President with the approval of the Board of Directors.

ARTICLE IX – MEETINGS

The annual membership meeting of this organization shall be held on the 1st day of April, or day designated by President, each and every year except if such day be a legal holiday, then and in that event, the Board of Directors shall fix the day but it shall not be more than four weeks from the date fixed by these By-Laws.

The Secretary shall cause to be emailed to every member in good standing at his address as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting.

Regular meetings of this organization shall be held at least quarterly. Dates and locations to be determined by President.

The presence of more than fifty percent (>50) of the directors shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser percentage may adjourn the meeting for a period of not more than four weeks from the date scheduled by these By-Laws and the secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting.

Special meetings of this organization may be called by the president when he deems it for the best interest of the organization. Notices of such meeting shall be emailed to all members at their addresses as they appear in the membership roll book at least ten (10) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of more than fifty-percent (>50%) of the members of the Board of Directors, the president shall cause a special meeting to be called but such request must be made in writing at least ten (10) days before the requested scheduled date.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

ARTICLE X – VOTING

At all meetings all votes shall be by voice.

More than (>50%) percent of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly at least quarterly.

Voting is determined by majority vote. At least fifty-one percent (51%) of all directors present must be in favor of a motion in order for it to pass.

Each director shall have one vote and such voting may not be done by proxy. Any type of video conferencing that allows a director to actively participate in a meeting shall constitute as that director present and their vote recorded.

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

ARTICLE XII – AMENDMENTS

These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than sixty-six (66%) percent of the Board of Directors.

ARTICLE XIII – EARNINGS

No part of the net earnings of THE TOY CHEST CORPORATION shall inurer to the benefit of, or be distributable to, Board Members, Officers or other private persons, except that the organizations shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of THE TOY CHEST CORPORATION shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, THE TOY CHEST CORPORATION shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.