PAVE

AMENDED AND RESTATED BYLAWS

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(A 501(c)(3) Not-For-Profit Corporation)

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ARTICLE I - Name

 

The name of this corporation (hereinafter referred to as “PAVE”) is the Planning and Visual Education Partnership.

 

ARTICLE II - Purposes

 

Section 1.        PAVE is formed exclusively for charitable, educational, religious or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 (as amended from time to time and any successor thereto, or the corresponding provision of any future United States Internal Revenue Law, collectively, the “Code”).  More specifically, the nature of the business and the purposes to be conducted and promoted by PAVE shall be to encourage students to study in the field of retail design and planning and visual merchandising through its student design competitions; to encourage retail management, store planners, visual merchandisers, architects, designers, and manufacturers to interact with and support design students; and to conduct any lawful business and engage in any lawful act or activity consistent with Federal and State law, including the Delaware Non-Profit Corporation Act (the “Act”), and such other laws governing not-for-profit, Delaware corporations exempt from Federal income tax under Section 501(c)(3) of the Code.

 

Section 2.        Notwithstanding any other provision of these Bylaws, PAVE shall not carry on any other activities not permitted to be carried on:  (i) by a corporation exempt from Federal income tax under section 501(c)(3) of the Code, or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.

 

Section 3.        No substantial part of the activities of PAVE shall be the carrying on of propaganda or otherwise attempting to influence legislation, and PAVE shall not substantially participate in or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office.

 

Section 4.        Provisions not inconsistent with the law regarding the distribution of assets on dissolution:

 

Upon dissolution of PAVE, the Board shall, after paying or making provisions for the payment of all of the liabilities of PAVE, dispose of all of the assets of PAVE exclusively for the purposes of PAVE in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, as the Board shall determine. 

 

Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of PAVE is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated for such purposes.

 

ARTICLE III - Offices

 

PAVE shall maintain a registered office in a place determined from time to time by the Board. PAVE shall have a registered agent as required by law.

  

ARTICLE IV - Membership

 

Section 1.        Members. Anyone who has [contributed to the work of PAVE in the last two years] may be considered a member.  [Membership is granted after completion and receipt of a membership application [and annual dues].]  [All memberships shall b grated upon a majority vote of the Board.]  [The amount required for annual dues shall be $[___] each year, unless changed by a majority vote of the Board.  Continued membership is contingent upon being up-to-date on membership dues.]  [Any member may resign by filing a written resignation with the Secretary.  Resignation shall not relieve a member of unpaid dues or other charges previously accrued.  A member can have their membership terminated by a majority vote of the Board.]

 

Section 2.        Annual Meeting. A membership meeting shall be held once each year at a time and place set by the Board of Directors.  [At the annual meeting, the members shall receive reports on the activities of PAVE and determine the direction of PAVE for the coming year.]  The Board may determine that a meeting of the members may be held solely by means of remote or electronic communication.

 

Section 3.        Voting.  All members are entitled to one vote at the annual membership meeting.  [The Board shall have the authority to establish and define non-voting categories of membership.]

 

Section 4.        Quorum.  At least ten members shall constitute a quorum at all membership meetings.

 

Section 5.        Manner of Acting.  The act of a majority of members at a meeting at which a quorum is present shall be an act of the membership, except as otherwise provided by law or by these bylaws.

 

Section 6.        Notice. Notice of the annual membership meeting shall be sent to each member by either U.S. mail, overnight courier, facsimile, electronic mail, or other mode of written transmittal, not less than ten (10) days before the time set for such meeting, and must include the time, date, and place of such meeting. The annual meeting will be held each year at a time and place set by the PAVE Board of Directors.

 

ARTICLE V - Board of Directors

 

Section 1.        General Powers. The property, affairs, and business of PAVE shall be managed and controlled by its Board of Directors. The Board of Directors may, by general resolution, delegate to officers of PAVE and to committees, such powers as provided for in these Bylaws. 

 

Section 2.        Number. The number of Directors shall be no less than ten (10) and not to exceed seventeen (17) Directors or such other number as may be determined by the Board of Directors from time to time. 

 

Section 3.        Meetings. The Board of Directors may provide by resolution the time and place for holding annual membership meetings, regular meetings, or special meetings of the Board. The meetings of the board of directors shall be closed except to those persons invited by the President.

 

Section 4.        Special Meetings. Special meetings of the Board of Directors may be called by the PAVE president or by a majority vote of the Executive Committee.

 

Section 5.        Notice.  Notice of any meeting of the Board of Directors shall be sent to each Director by either U.S. mail, overnight courier, facsimile, electronic mail, or other mode of written transmittal, not less than ten (10) days before the time set for such a meeting, and must include the time, date, and place of such meeting.  Any Director may waive notice of any meeting before, at, or after such meeting.

 

Section 6.        Quorum.  A presence of a majority of the members of the Board of Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board. If a majority of the Board of Directors is unable to attend, any decisions made at such board meetings much be approved by a majority of the total Board of Directors before said decisions become official.

 

Section 7.        Manner of Acting.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise provided by law or by these Bylaws.  Each Director shall have one (1) vote on each matter submitted to a vote at a meeting of the Board.

 

Section 8.        Teleconferencing.  Meetings of the Board may be conducted by teleconference, conference call, or other electronic means, as permitted by law, provided that all persons can communicate with one another, and all persons are otherwise able to fully participate in the meeting.  Votes of the members of the Board of Directors received in such manner shall have the same force and effect as votes at a meeting at which the members of the Board of Directors are physically congregated.

 

Section 9.        Action by Unanimous Written Consent.  Where permitted by law, any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if consent is in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof.

 

Section 10.      Vacancies.  Any vacancy occurring in the Board of Directors or any Directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors.  A Director selected to fill a vacancy shall serve the remaining, unexpired term of his or her predecessor in office.  Vacancies may be filled or new Directorships created and filled at any meeting of the Board of Directors.

 

Section 11.      Term of office.  The term of office for all elected directors shall be three (3) years, or until resignation, or removal from office as provided in these Bylaws. Directors may not be re-elected to a Director position unless a minimum of two years has lapsed. Directors initially elected for a one-year term may be re-elected for one additional three-year term. Any director selected to fill a vacancy on the Board of Directors may subsequently be elected to a full three-year term without waiting for the minimum of two years between terms.

 

Section 12.      Nominating Committee. The President shall designate a Nominating Committee of at least three members from the current Officers and Board of Directors. The nominating committee members shall be approved by the Board of Directors and led by the immediate past President. It shall be the duty of this nominating committee to nominate at least one candidate to fill each open position as deemed necessary on the PAVE Board of Directors, as well as Officer positions.

 

Section 13.     Elections.   The list of nominees as developed by the Nominating Committee shall be presented to the board of directors for election. Additional nominations may be made by petition signed by at least twenty (20) members and submitted to the PAVE secretary at least fourteen (14) days prior to the annual meeting.  Directors shall be elected to serve without regard to race, sex, sexual orientation, age, religion, national origin, or handicap condition.

 

Section 14.      Resignation and Removal.  A Director may be removed with or without cause at any time by a vote of two-thirds of the Directors in office.  A Director may resign at any time upon providing PAVE with written notice of resignation, which resignation shall be effective upon receipt by PAVE or at a subsequent time as set forth in the notice.

 

Section 15.      Acts and Statements by Directors.  No Director, in such capacity as a Director, shall make any public statement or utterance or commit or undertake any public acts on behalf of PAVE without the authorization of the Board.  This paragraph shall not be construed to restrict public statements made by the Director in the ordinary course of the Director’s employment as an Officer of PAVE.

ARTICLE VI - Officers

 

Section 1.        Officers.  The Officers of PAVE shall initially be a President, Vice President, Vice President-Education, Treasurer/Secretary, Immediate Past President and such other Officers as may be determined by the Board of Directors.  The Board of Directors may decide not to fill all offices and they may elect such other Officers as it shall deem necessary and proper, such Officers to be vested with such authority and to be obligated to perform such duties as shall be prescribed by the Board of Directors.

 

Section 2.        Election and Term of Office. The Officers of PAVE shall be elected by the Board of Directors for a two-year term. Officers are limited to two, two-year terms in any one office. The only exception is the Treasurer who will have no term limits. Candidates for the officer positions will be selected by the Nominating Committee. Nominees must be either current or former members of the Board of Directors. Such election of officers shall be by the affirmative vote of a majority of the Directors in attendance. Incoming Officers shall be elected at the first board meeting of the new board and shall serve until their successors have been duly elected. When a board member assumes an officer position, their term as a board member ends and a new term as an officer begins. When an officer’s term ends they may move to a director position without a waiting period.

 

Amendment to Section 2.  In 2016, there shall be an extension of 1 year to the term of the President and Vice President creating a staggered succession pattern in the executive committee terms.  This amendment shall not change the duration of section 2 after 2016.

 

            Amendment to Section 2.  In 2020, there shall be an extension of 1 year to the term of all officers and directors whose term expired in March 2020 due to circumstances surrounding the shutdown from the Covid-19 pandemic.

 

Section 3.        Removal; Resignation.  Any Officer may be removed from office at any time by the affirmative vote of two-thirds of a quorum of the Directors in office, whenever in their judgment the best interests of PAVE would be served thereby.  Any Officer may resign his or her office or position at any time, such resignations to be made in writing.  Such resignation shall take effect upon delivery to a Director or the Board.

 

Section 4.        Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.  Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.

 

Section 5.        President.  The President shall be the principal elected officer of PAVE. The President shall appoint all standing and special committees, shall serve as a non-voting ex-officio member of all committees, and shall perform such other duties and functions as are necessary incident to the office or as may be prescribed by the Board of Directors.

 

Section 6.        Vice President.   The Vice President shall assist the President as necessary and appropriate and shall undertake and perform the duties and responsibilities of the office of President if such office is temporarily vacated or if the President is in absentia. The Vice President shall be responsible for the PAVE Gala, Bash, and other fundraising events conducted by PAVE to further the purpose of PAVE.

 

Section 7.        Vice President-Education.  The Vice President-Education, subject to the approval of the Board of Directors, shall be responsible for PAVE’s relationships with the education community. This shall include, but not be limited to, responsibility for understanding how PAVE can best assist the education community in furthering PAVE’s purpose. The Vice President-Education shall also assist the Vice President as necessary and shall undertake and perform the duties and responsibilities of the office of Vice President if such office is temporarily vacated of if the President and Vice President are in absentia.      

 

Section 8.        Treasurer. The Treasurer shall be responsible for all funds of PAVE.  They shall be responsible for monitoring and reporting the financial activities of PAVE and ensure an annual audit of the financial records. In general, the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President of the Board of Directors.

 

Section 9.    Secretary.  The Secretary shall keep the minutes of the meetings of the Board of Directors and shall oversee the keeping, preparation, and filing of all other records required by law or by the policies of the Board of Directors.  The Secretary shall be custodian of the corporate records.

 

Section 10.    Immediate Past President. The Immediate Past President shall be a member of the Board of Directors and the Executive Committee. The Immediate Past President shall serve as Chairman of the Nominating Committee. They shall serve as an Advisor to the President and perform all tasks delegated to them by the President or the Board of Directors. The term of office shall be until the next President assumes the position of Immediate Past President.

 

Section 11.      Executive Director.  The Executive Director shall oversee the administration, day-to-day operations, programs, and strategic plan of PAVE. The Executive Director reports directly to the Board of Directors. The Executive Director shall be an ex-officio, non-voting member of the Board of Directors and the Executive Committee.

 

ARTICLE VII - Committees

 

Section 1.        Authority.  The President, with the approval of the Board of Directors, may designate and appoint standing and ad hoc committees and task forces of PAVE.

 

Section 2.        Executive Committee.  The Executive Committee shall be composed of the President, the Vice President, the Vice President-Education, the Treasurer, the Secretary, the Immediate Past President, and the Executive Director.

 

The Executive Committee may exercise the powers of the Board of Directors when the board is not in session, provided that the Executive Committee may not amend these Bylaws, elect or remove Directors. hire or fire the Executive Director, approve or change any approved budget, make major structural decisions (add or eliminate programs, approve mergers or dissolve PAVE).

 

For the purposes of a quorum, three voting members of the Executive Committee will constitute a quorum.

 

Section 3.        Quorum and Manner of Acting.  Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

 

ARTICLE VIII - Inurement

 

No part of the net earnings of PAVE shall inure to the benefit of, or be distributable to, its Directors, Officers, Committee Members, Employees, or other private persons, except that PAVE 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 herein.

 

ARTICLE IX - Finances

 

Section 1.        Contracts, Checks, Deposits and Funds.

 

(a)        Contracts.  The Board of Directors may authorize the Executive Director of PAVE in addition to the officers so authorized by these Bylaws, to enter into any contract, or execute and deliver any instrument in the name of, and on behalf of, PAVE, and such authority may be general or confined to specific instances. 

 

(b)       Checks.  All checks, drafts, all orders for the payment of money, notes or other evidence of indebtedness issued in the name of PAVE (under $1,000) shall be signed and authorized by the Executive Director of PAVE and in such manner as shall from time to time be determined by resolution of the Board of Directors.  All checks, drafts, all orders for the payment of money, notes or other evidence of indebtedness issued in the name of PAVE (over $1,000) shall need additional authorization from the Treasurer and/or President of PAVE.

 

(c)        Deposits.  All funds of PAVE shall be deposited from time to time to the credit of PAVE in such banks, trust companies, or other depositors as the Board of Directors may select. 

 

(d)       Funds.  The Board of Directors may accept, on behalf of PAVE, any contribution, gifts, bequests or devise for any of the purposes set forth in the Certificate of Incorporation or Bylaws of PAVE.

 

(e)        Fiscal Year.  The Board shall have the paramount power to fix, and from time to time, to change, the fiscal year of PAVE.  In the absence of action by the Board, however, the fiscal year of PAVE shall end each year on the date which PAVE treated as the close of its first fiscal year,  until such time as the fiscal year is changed by the Board.

 

ARTICLE X - Books and Records

 

PAVE shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and of its Committees.

 

            Section 1         Internal Controls.  The Board of Directors shall establish policies and procedures to ensure that proper and adequate controls of PAVE's financial affairs exist.

 

Section 2.        Annual Financial Audit.  There shall be an annual audit or review of PAVE's financial books and records by a properly accredited independent Certified Public Accountant, to be designated from time to time by the Board of Directors.

 

 ARTICLE XI - Waiver of Notice

 

Whenever any notice whatsoever is required to be given under the provisions of the Delaware Uniform Corporate Nonprofit Association Act (as amended from time to time and any successor thereto, the “Act”), PAVE’s Certificate of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE XII - Indemnification

 

Section 1.        General Indemnification.  Each member of the Board of Directors and officer of PAVE now or hereafter in office, shall be, and hereby is indemnified by PAVE against any and all personal liability and reasonable expense excluding all amounts recovered through proceeds of insurance, (but including, without limitation, counsel fees and disbursements, and amounts of judgments, fines, taxes or penalties against, or amounts paid in settlement by, him) that may be incurred by such member of the Board of Directors, officer or person in connection with, or resulting from, any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (regardless of whether made or instituted by or in the right of PAVE) or in connection with any appeal relating thereto, in which he or she may become involved, as a part or otherwise, or with which he or she may be threatened, by reason of being, or having been, a member of the Board of Directors or officer of PAVE or serving or having served in such a fiduciary capacity, or by reason of any action taken or omitted in such person’s capacity as such member of the Board of Directors, officer or fiduciary, to the fullest extent permitted by the Act, all subject as herein provided.

 

Without limiting or affecting the scope of the foregoing obligation, each said member of the Board of Directors, officer and person shall be fully indemnified and protected by PAVE in any action or omission to act taken in good faith in accordance with the advice, recommendation or opinion of the attorneys for PAVE, the accountants employed from time to time to supervise or audit the books and accounts of PAVE, or the actuary of any of said employee benefit plans.

 

No such indemnification shall be made with respect to (i) matters as to which any said member of the Board of Directors, officer, or person shall be finally adjudged to have been dishonest, to have acted fraudulently, or to have obtained a personal benefit at the expense of PAVE, any said other association, organization, or corporation or any such employee benefit plan in the performance of his or her duties, and (ii) amounts paid or expenses incurred in connection with the settlement of any such claim, action, suit, proceeding or appeal unless PAVE is advised by the opinion of an independent counsel that said member of the Board of Directors, officer or person was not dishonest, did not act fraudulently and did not obtain any said personal benefit in the performance of his or her said duties.

 

The foregoing right of indemnification shall not be exclusive of other rights to which each said member of the Board of Directors, officer or person may be entitled, and shall be available whether or not such member of the Board of Directors, officer or person continues to be a member of the Board of Directors or officer of PAVE, of such other association, organization or corporation, or such a fiduciary at the time that any such liabilities and expenses are incurred, paid or satisfied.

 

If any provision or condition of this Section shall be determined to be invalid or void for any reason, such determination shall not affect the validity of any other provision of this Section or of these bylaws.

 

Section 2.        Insurance.  PAVE may purchase and maintain insurance on behalf of the Board of Directors, officers, former board members and former officers and all persons who have served at its request or by its election as a director or officer of another association, PAVE, organization or corporation or in a fiduciary capacity with respect to any employee benefit plan of PAVE against any liability, or settlement based on asserted liability, incurred by them by reason of being or having been board members or officers of PAVE or directors or officers of such other association, PAVE, organization or corporation, or in a fiduciary capacity with respect to any employee benefit plan of PAVE, whether or not PAVE would have the power to indemnify them against such liability or settlement under the provisions of this section.

 

Section 3.        Expenses.  Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by PAVE in advance of the final disposition of the action, suit, or proceeding as authorized by the Board in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified by PAVE for such expenses.

 

Section 4.        Board Authorization.  Any indemnification of directors, officers, employees or agents herein, unless ordered by a court, shall be made by PAVE only as authorized in the specific case upon a determination that such indemnification is proper in the circumstances because such director, officer, employee or agent has met the applicable standard of conduct set forth in the Act.  Such determination shall be made by the Board by a majority vote of a quorum consisting of Directors who were not parties to the action, suit, or proceeding, or if such a quorum is not obtainable or even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

 

Section 5.       Notification and Defense of Claim.  Promptly after receipt by a director, officer, employee or agent of notice of the commencement of any action, suit or proceeding, the director, officer, employee or agent will, if a claim in respect thereof is to be made against PAVE, notify PAVE of the commencement thereof.  The failure to promptly notify PAVE will not relieve PAVE from any liability that it may have to the director, officer, employee or agent hereunder, except to the extent PAVE is prejudiced in its defense of such claim as a result of such failure.  Unless otherwise requested by the Board, written notification shall not be necessary if the director, officer, employee or agent informs a majority of the Board of the commencement of any such action, or, independent of such notification by the director, officer, employee or agent, a majority of the Board has reason to believe such action has been initiated or threatened.  With respect to any such action, suit or proceeding as to which the director, officer, employee or agent notified, or is deemed to have notified, PAVE of the commencement thereof; the following shall apply:

 

(a)          PAVE will be entitled to participate therein at its own expense. 

 

(b)       Except as otherwise provided below, to the extent that it may wish, PAVE, jointly with any other indemnifying party similarly notified, will be entitled to assume the defense thereof with counsel reasonably satisfactory to the director, officer, employee or agent.  After notice from PAVE to the director, officer, employee or agent of its election so to assume the defense thereof, PAVE will not be liable to the director, officer, employee or agent for any legal or other expenses subsequently incurred by the director, officer, employee or agent in connection with the defense thereof, other than reasonable costs of investigation, or unless: (i) the employment of separate counsel by the director, officer, employee or agent has been authorized by PAVE; (ii) the director, officer, employee or agent reasonably concludes that there may be a conflict of interest between PAVE and the director, officer, employee or agent in the conduct of the defense of such action and that such conflict may lead to exposure for the director, officer, employee or agent not otherwise indemnifiable, and the director, officer, employee or agent notifies PAVE of such conclusion and decision to employ separate counsel; or (iii) PAVE fails to employ counsel to assume the defense of such action.  PAVE shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of PAVE or as to which the director, officer, employee or agent reasonably makes the conclusion provided for in subparagraph (ii) hereinabove. 

 

ARTICLE XIII - Procedures and Communications

 

The rules contained in the most recent edition of Robert’s Rules of Order shall provide the rules of procedure for PAVE where they are not inconsistent with the provisions of the Certificate of Incorporation or these Bylaws. All communications, balloting, and notices may be sent by U.S. mail, overnight courier, facsimile, and electronic mail.

 

ARTICLE XIV - Conflict of Interest

 

Section 1.        Purpose.  The purpose of the conflict of interest policy is to protect PAVE’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of PAVE or might result in a possible excess benefit transaction.  This policy is intended to supplement but not replace any state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

 

Section 2.        Definitions.

 

(a).       The term “interested person” means any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

 

(b).      The term “financial interest” means, directly or indirectly, through business, investment or family:

 

(i).       an ownership or investment interest in any entity with which PAVE has a transaction or arrangement;

 

(ii).      a compensation arrangement with PAVE or with any entity or individual with which PAVE has a transaction or arrangement; or

 

(iii).     a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which PAVE is negotiating a transaction or arrangement.

 

A financial interest is not necessarily a conflict of interest.  Under Section 3(b) of this Article XIV herein, an interested person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

 

Section 3.        Procedures.

 

(a).       In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the members of committees with governing board delegated powers considering the proposed transaction or arrangement.

 

(b).      After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining governing board or committee members shall decide if a conflict of interest exists.

 

(c).       An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.  The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.  The governing board or committee shall determine, after exercising due diligence, whether PAVE can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.  If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in PAVE’s best interest, for its own benefit, and whether it is fair and reasonable.  In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

 

Section 4.        Violations of the Conflicts of Interest Policy.  If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.  If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

 

Section 5.        Records of Proceedings.  The minutes of the governing board and all committees with board delegated powers shall contain: (a) the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; (b) the nature of the financial interest; (c) any action taken to determine whether a conflict of interest was present; (d) the governing board’s or committee’s decision as to whether a conflict of interest in fact existed; and (e) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

 

Section 6.        Compensation.  A voting member of the governing board who receives compensation, directly or indirectly, from PAVE for services is precluded from voting on matters pertaining to such member’s compensation.

 

Section 7.        Periodic Reviews.  To ensure PAVE operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, period reviews shall be conducted.  The periodic reviews shall, at a minimum, include the following subjects: (a) whether compensation arrangements and benefits are reasonable; and (b) whether partnerships, joint ventures, and arrangements other organizations (i) conform to PAVE’s written policies, (ii) are properly recorded, (iii) reflect reasonable investment or payments for goods and services, (iv) further charitable purposes and (v) do not result in inurement, impermissible private benefit or an excess benefit transaction.

ARTICLE XV - DIVERSITY, EQUITY & INCLUSION STATEMENT

 

Section 1.        The Planning and Visual Education Partnership (PAVE) is on a mission to connect students, educators and professionals who support the retail industry in a vibrant, meaningful, and mentoring format. As we further our mission, we must acknowledge how the recent deaths of George Floyd, Breonna Taylor, Riah Milton, Dominique "Rem'mie" Fells, Rayshard Brooks, Ahmaud Arbery, and countless others at the hands of systemic racism have ignited a global movement. We at PAVE want to be clear of our stance.

 

We believe in equality, regardless of race, religion, color, age, sex, national origin, sexual orientation, gender identity, genetic disposition, neurodiversity, disability or veteran status. We believe Black Lives Matter and Trans Black Lives Matter. We stand in Solidarity with our Black, Indigenous and People of Color (BIPOC) of the Design and Retail community.

 

Many of the greatest ideas and discoveries in our field and beyond come from a diverse mix of minds, backgrounds and experiences, and though we admittingly know we have work to do, we are committed to cultivating a diverse and inclusive environment within the design industry, starting with students.

 

5 PILLARS OF FOCUS & COMMITMENTS:

 

1. MAKE ANTI-RACISM EDUCATION AND INEQUALITY AWARENESS A PRIORITY:

We commit to highlighting BIPOC voices, BIPOC designers and BIPOC stories, and other diverse voices in order to educate our members on diverse and inclusive cultures, perspectives and experiences. Only by being open to voices, and stories and bringing attention to them, can we begin to cultivate a truly inclusive community.

 

We will educate everyone across the PAVE organization to better understand race-related issues and have the important conversations – however uncomfortable – via speaker series, lectures and anti-racism, anti-bias and micro aggression training.

 

2. A SAFE & INCLUSIVE PAVE COMMUNITY:

We are committed to creating and fostering a safe and inclusive environment for BIPOC students and members to feel safe to use their voice and connect. We will listen. We will work hard to create a platform to connect students with members of the PAVE community and beyond. As of October 9, 2020, our By-Laws have been voted on to include these statements as a core belief, value and precipitating actions to move forward.

 

3. ATTRACT + GROW DIVERSE RELATIONSHIPS AND RESOURCES:

Broaden dedicated outreach to department heads and educators at Historically Black Colleges and Universities (HBCUs) to introduce them to PAVE’s mission of supporting students, educational programs and scholarship opportunities.

 

Build relationships with organizations such as Hip-Hop Architecture Camp and the like to encourage students long before college to pursue careers in retail design and architecture.

 

4. FINANCIAL SUPPORT:

Extend scholarships to HBCUs, as well as BIPOC students attending various schools across the nation in need of aid to support interest and opportunity in the retail design field and beyond.

 

5. WORK WITH THE INDUSTRY:

Work with firms, agencies, recruiters and industry to connect and advance BIPOC students and continue to support diverse talent, providing them with visibility and opportunity.

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ARTICLE XVI - Amendments to Bylaws; Miscellaneous

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Section 1.        These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the directors, present at any regular meeting or any special meeting, if at least fourteen (14) days written notice is given of attention to alter, amend, repeal or to adopt new Bylaws at such meeting.

Section 2.        These Bylaws and the application or interpretation hereof will be governed exclusively by its terms and the laws of the State of Delaware.

 

Section 3.        If any article (or, for purposes of this paragraph, any part thereof) of these Bylaws is found by a court of competent jurisdiction to be contrary to, prohibited by, or invalid under any applicable law, such court may modify such article so, as modified, such article will be enforceable and will to the maximum extent possible comply with the apparent intent of the parties in drafting such article.  If no such modification is possible, such article will be deemed omitted, without invalidating the remaining provisions hereof.  No such modification or omission of an article will in any way affect or impair such article in any other jurisdiction.