SECTION 1 - The governing body of this trust shall be the board of trustees elected in accordance with By-Law 2 of these by-laws The Corporation and its trustees are responsible to the Henderson Rotary Club and its board of directors and will comply with constitution and by-laws.

SECTION 1 - The board of trustees, effective 1 July of each year shall be composed of three (3) trustees. The senior trustee, that is the one serving the last year of his/her term, will act as chairman.

SECTION 2 - Not later than the regularly scheduled April meeting of the Henderson Rotary Club board of directors, the trustees must submit to the board of directors their nomination for t next trustee. The board of directors will consider the trustee nomination and make an appointment of a trustee to serve a three (3) year term.

SECTION 3 - A vacancy in the board of trustees shall be filled through appointment of an individual nominated by the trustees and appointed by the Rotary board. The appointee will serve the remainder of the prescribed term.

SECTION 4 - Not later than the first regularly scheduled meeting July of each year, the trustees shall appoint a trust manager for a term of one (1) year. The manager is not a voting member of the board of trustees.

SECTION 1 - Senior Trustee. It shall be the duty of the senior trustee to preside at meetings of the trust and to perform such other duties as ordinarily pertain to the president or chairman. In the absence of the senior trustee the next senior trustee assume the responsibilities.

SECTION 2 - Trust Manager. It shall be the duty of the trust manager to send out notices of trust meetings, record and preserve minutes of such meetings, make required reports to the Henderson Rotary Club including the semiannual report and any other special reports requested. It shall also be the duty of the trust manager to have custody of all funds, to account for the same, semiannually to the board of directors and such other duties as pertain to this office. Upon retirement, all funds, books of accounts, and any other corporation property shall be turned over to the new trust manager.

SECTION 1 - Regular meetings of the board of trustees shall be held on the first Wednesday night of each month. Special meetings of the trustees may be called by the senior trustee, whenever deemed necessary.

SECTION 2 - Two trustees shall constitute a quorum of the trustees.

SECTION 1 - The business of this corporation shall normally be transacted by voice vote. However, any trustee may request a vote by ballot on any matter to be voted on by the trustees.

SECTION 1 - The manager shall deposit all of the funds of the corporation in such bank(s} as shall be named by the trustees. Funds, in excess of anticipated needs, shall be invested in certificates of deposit to maximize the rate of return.

SECTION 2 - Disbursements shall be made only by checks signed by the trust manager upon direction of the trustees. (Should the manager leave on an extended absence he shall authorize the bank (s) to accept the signature of the senior trustee for the period absent). A thorough review shall be made by a certified public accountant each year of all the corporation's transactions.

SECTION 3 - The trust manager shall give bond, in an amount specified by the board of directors, for the safe custody of the funds of the corporation. Cost of the bond shall be borne by the Henderson Rotary Club.

SECTION 4 - Administrative costs for the Trust shall be borne by the Henderson Rotary Club.

SECTION 5 - The fiscal year of this corporation shall extend from 1 July to 30 June.

SECTION 6 - At the beginning of each fiscal year the board of trustees, in conjunction with the trust manager, shall prepare and approve a budget of estimated income and estimated disbursements (including student loans) for the forthcoming two years.

SECTION 7 - Resources of the Henderson Rotary Charitable Trust shall be maintained and accounted for in separate FUNDS. These FUNDS will be either restricted (designated for a particular use) or unrestricted. Restricted FUNDS shall include, but not be limited to, a HOSPICE FUND, a SCHOLARSHIP FUND and a STUDENT LOAN FUND. Other restricted and unrestricted FUNDS may be established as required. Monies in a restricted FUND cannot be transferred to other FUNDS or used for purposes other than those designated without the approval of two-thirds of the trustees and two-thirds of the board of directors. Unrestricted FUNDS may be used for any charitable purpose at the discretion of the board of directors.

SECTION 1 - These By-Laws may be amended at any time with a majority vote of the trustees and a 2/3 majority vote of the Rotary Club board of directors. However, no amendment or addition can be made to these By-Laws which is contrary to the best interests of the Henderson Rotary Club, Rotary International, or the general public for which this charitable trust is established.

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