Bylaws

Section 1.

The name of this corporation shall be United Way of the Piedmont, Inc. (“United Way”),
organized and existing under the laws of the State of South Carolina.

Section 1.

The purposes for which this corporation is formed are:
a) To increase the organized capacity of people to care for one another
b) To assess, on a continuing basis, the need for human service programs; to seek
solutions to human problems; to assist in the development of new or the expansion
or modification of existing human service programs; to promote preventive
activities, and to foster cooperation among local, state and national agencies serving
the community.
c) To fully develop efficient means of obtaining the financial resources, both public
and private, needed to help meet the human service needs of the community.
d) To receive by gift, grant, devise, bequest or otherwise, and from any private or
public sources, personal or real property, and to hold, administer, sell, invest,
reinvest, manage, use, disburse and distribute, and apply the income and/or
principal of the same in accordance with the directions and intent of the donor or
donors of such property, or, in the absence of such directions, as the United Way
may deem best from time to time, for the promotion of any or all of the foregoing
purposes, consistent with the missions and objectives of the United Way.
e) To be a resource to United Way partner agencies and other community
organizations and to develop community support and commitment for the entire
United Way enterprise through a systematic communications network with the
community.
f) To communicate information to the residents of Spartanburg and Union Counties
concerning United Way goals, objectives, accomplishments, volunteer and financial
needs, identified community issues, and United Way activities in general.
g) To do any and all things, within the means of the United Way, either alone or in
cooperation with other organizations or institutions, and either directly or by
contribution to such other organizations or institutions , which it may deem
necessary and proper in order to further any of the foregoing objectives or
purposes.
h) To effectively manage United Way operations .

Section 2.

None of the activities of the United Way shall consist of participating in, or intervening in
(including the publishing or distributing of statements), any political campaign on behalf of
any candidate for public office.

Section 3.

No part of the net earnings of the United Way shall inure to the benefit of any private
shareholder or any individual. The property of the United Way is irrevocably dedicated to
charitable purposes and upon liquidation, dissolution or abandonment of United Way of
the Piedmont, after providing for the debts and obligations thereof, the remaining assets
will not inure to the benefits of any private person but will be distributed for one or more
exempt purposes within the meaning of Section 501©(3) of the Internal Revenue Code of
1986, or the corresponding section of any future federal tax code.

The period during which the United Way is to continue as a corporation is perpetual.

Section 1.

The eligible categories of Members of the United Way shall be persons representative of
diverse elements of the community including donors, users of community services, and
persons affiliated with agencies and organizations which raise and distribute funds for
charitable purposes, and such agencies and organizations.

Section 2.

All Members of this corporation as of the adoption of these By-laws shall continue as
Members. After the date of adoption of these By-laws, any person or entity of any of the
categories described in Section 1 of this Article IV, may become a Member by completing
and returning a Member application to United Way of the Piedmont. P.O. Box 5624,
Spartanburg, SC 29304. The Member application form shall contain, but not be limited to,
all the information necessary to include the applicant on the United Way’s membership list
so that it may provide adequate notice of the Annual Meeting of the Members.

Section 3.

Members shall remain Members until such time as they resign, their membership is
terminated, or they are expelled. Termination or expulsion shall be fair and reasonable
taking into consideration all of the relevant facts and circumstances and shall be upon the
affirmative vote of a majority of the Board of Directors. Prior to expulsion of a Member,
the Board of Directors must provide such Member with written notice of the Board of
Directors’ intent to vote on the Member’s expulsion, a summary of the general grounds for
such vote, and inform the Member of the Member’s right to be heard by the Board of
Directors.

Section 1.

The affairs of this corporation shall be under the control of a Board of Directors consisting
of 25-34 persons, all of whom shall be volunteers. The Board of Directors shall be
comprised of a minimum of 25 members from Spartanburg County and a minimum of 3
members from each surrounding county having at least one representative in each year
group so as to prevent continuity issues. United Way employees and persons who are
employed by organizations that receive financial support from the United Way are not
eligible for service on the Board or Directors.

Section 2.

No Director shall serve more than two (2) consecutive three (3) year terms. A person may
be eligible for re -election to the Board of Directors after a one year absence. Regardless of
the number of consecutive terms any person shall have served as a Director, such person
shall be eligible to be a member of the Board of Directors when serving as an officer.

Section 3.

All vacancies on the Board of Directors, whether caused by failure to elect, resignation,
death or otherwise, may be filled by an affirmative vote of a majority of the remaining
Directors at any scheduled or special meeting.

Section 4.

Any member of the Board of Directors who is absent from two (2) consecutive regularly
scheduled meetings during a calendar year may be contacted by the Chair of the Board of
Directors to determine if there are extenuating circumstances that temporarily prevent
such Director from attending meetings or to determine if he/she would prefer not to
continue as a Director.

Section 5.

Any officer or Director may resign by giving written notice to the Board of Directors. Any
such resignation shall take effect at a date of receipt of such notice, or at any later date
specified there in, and unless otherwise specified therein the acceptance of such resignation
shall not be necessary to make it effective. Any officer or Director, whose actions are in
conflict with the stated purposes of the United Way, may be removed by an affirmative
vote of the majority of the remaining Directors , and such vote may be taken at any regular
or special meeting of the Board of Directors.

Section 1.

There shall be an Annual Meeting of the Members each year at such a time and place as
the Board of Directors shall reasonably determine, for the purpose of reporting on the
activities and finances of the corporation and transacting any other business as may be
determined by the Board of Directors. Any special meeting of the Members shall be
noticed in accordance with Section 3 below. No Member shall be entitled to vote unless
that Member is also a Director.

Section 2.

Special meetings for any purpose or purposes may be called pursuant to a resolution of the
Board of Directors. Business transacted at all special meetings shall be confined to the
subjects stated in the call and matters germane thereto.

Section 3.

Notice of any meeting of the Members, annual or special, stating the time, when and where
it is to be held, and, for purposes of a special meeting, a description of the matters for
which such is called shall be given not less than ten (10) days before the meeting. The
notice will be posted in the United Way office and either e-mailed or sent by first class mail
to the Board of Directors and Members at the addresses contained in the membership list.

Section 4.

A quorum constitutes 40% of the total number of Board members. Board members may
attend any meeting of the Board of Directors by telephone, and such attendance and any
vote so cast shall be as if such Board member was physically present at the meeting.

Section 5.

Except when a greater affirmative vote is required by these By-laws, if a quorum is
present, any action by affirmative vote of a majority of the Directors present shall be the
action of the Board of Directors.

Section 6.

Meetings of the Board of Directors of the United Way shall be held at least quarterly and
additional meetings may be held on the call of the Chair or, if he/she is absent or unable or
refuses to act, by any officer, or by any five Directors.

Section 7.

Notice of any meetings of the Directors , regular or special, shall be given at least ten (10)
days in advance. Notice can be sent by regular mail or by other electronic means . The
notice of any special meeting shall state the purpose or purposes of the proposed meeting.
Business transacted at all special meetings shall be confined to the subjects stated in the
notice and matters related thereto.

Section 8.

In addition to the powers by these By-laws expressly conferred upon them, the Board of
Directors of this corporation may exercise such powers and do such lawful acts and things
in furtherance of the goals and objectives of the United Way as are not prohibited by these
By-laws or applicable law.

Section 1. Operations Officers

The Board of Directors shall appoint a President & Chief Executive Officer of the
corporation annually, and may from time to time appoint such other Officers as it deems
necessary and prudent.
The President & Chief Executive Officer, or in his/her absence, an alternate Officer as
appointed by the Board of Directors , shall preside at all meetings of the Board of Directors
and shall perform the duties usually devolving upon a presiding officer.

Section 2. Officers of the Board of Directors

The Officers of the Board of Directors of this corporation who shall be elected annually
shall be the Chair, Vice-Chair, and Secretary/Treasurer. The Chair and the
Secretary/Treasurer will be elected to serve a two year term. All other officers shall hold
office for one year or until their successors are elected.

Section 3.
The Board of Directors shall appoint one of its members to serve as Secretary/Treasurer of
the Board of Directors. The Secretary/Treasurer shall cause appropriate minutes of all
meetings to be kept. The Secretary/Treasurer shall cause notice to be given of all meetings
when notice is required by these By-laws or by law, and, if required by resolution at any
annual or special meeting of Members, shall give notice of meetings of committees or of the
Board of Directors. The Secretary/Treasurer shall supervise the handling of the funds of
the organization. He/She shall chair the Finance Committee of the Board. He/She will
monitor the control, receipt, and custody of all assets of the corporation and monitor the
Officer appointed to disburse funds as authorized by the Board of Directors. The
Secretary/Treasurer shall assist in the preparation of the annual budget and make
financial information available to Board members and the public when appropriate.
He/She shall exercise the powers and perform such other duties usually incident to the
office of Secretary/Treasurer, and shall exercise such other powers and perform such other
duties as may be assigned by the Chair of the Board or Board of Directors.

Section 4.

The Board of Directors may create such other officers of the Board of Directors as it deems
necessary and prudent and not in contravention of these By-laws or any applicable laws,
such offices to be filled by appointment by the Board of Directors.

Section 5. Vacancy of Offices

In the case of a vacancy in any of the offices described or authorized in Section 1 or Section
2 of this Article VII, whether caused by failure to appoint, death, resignation, or otherwise,
such vacancy may be filled by vote of the Board of Directors at any regular or special
meeting. Such Officers so appointed to fill vacancies shall serve until the end of the then
current term of such office or, if later, until such time as replacement Officers are elected
and qualified.

Section 1.

There shall be seven standing committees of the Board of Directors: (1) the Management
Committee, (2) the Finance Committee, (3) the Audit Committee, (4) the Resource
Development Committee, (5) the Community Impact Committee, (6) the Marketing
Committee and (7) the Governance Committee. Each committee shall meet no less than
four times per year. Committee chairs will be appointed by the Chair of the Board.
Regular minutes of the proceedings shall be kept and reported to the Board of Directors.

a.) The purpose of the Management Committee is to provide oversight to all committees. It will have the responsibility of implementation of Article II, Section 1
(a through h). The Management Committee shall consist of the Chair, Vice Chair,
Past Chair (if applicable), Secretary/Treasurer, Assistant Secretary/Treasurer,
Resource Development Chair, Campaign Chair, Community Impact Chair,
Marketing Chair and Governance Chair.
b.) The purpose of the Finance Committee is to provide oversight of the financial
activities of the corporation. It is also to review the implementation of Article II,
Section 1 (c, d, and h).
c.) The purpose of the Audit Committee is to assist the Board of Directors in fulfilling
its oversight responsibilities by monitoring the integrity of the financial reporting
processes, monitoring the independence and performance of United Way’s
independent auditors and providing an avenue of communication among the
auditors, management and Board of Directors. These responsibilities comply with
Article II, Section 1(h).
d.) The purpose of the Resource Development Committee is to review the
implementation of Article II, Section 1 ( c).
e.) The purpose of the Community Impact Committee is to review the implementation
of Article II, Section 1 (d).
f.) The purpose of the Marketing Committee is to review the implementation of Article
II, Section 1 (b, e, f ).
g.) The purpose of the Governance Committee is to be responsible for review and
maintenance of the Bylaws, serve as a nominations committee for Board
membership, provide information and instruction related to Board ethics and
review and study the structure of the board, board assignments and committees.

Section 2.

The Campaign Cabinet shall be a committee consisting of a chair appointed by the Board
of Directors to conduct the Annual United Way Campaign. The chair shall appoint
members to serve upon the committee to facilitate the campaign. The Campaign chair
shall be a member of the Management Committee.

Section 3.

The Chair of the Board of Directors shall from time to time appoint such standing or
special committees as are authorized by the Board of Directors made up of Members and
at least one (1) Director. All acts of such committees or task forces shall be subject to
approval of the Board of Directors.

Section 4.

The chairs of standing committees who are not already serving on the Board of Directors
shall be eligible to attend and advise at all meetings of the Board of Directors.

Section 1.
The fiscal year of this corporation shall be July 1 through June 30.

Section 1.

The officers, Directors, committee members, and employees of this corporation shall be
selected entirely on a non-discriminatory basis with respect to age, sex, race, religion, and
national origin.

Section 1.

Due to the nature of the positions, the Chair of the Board of Directors and Community
Impact Committee Chair shall not simultaneously serve on the board of any other
organization which receives funding from the United Way.

Section 1.

The seal of this corporation shall be circular in form and shall bear the name of the
corporation, the words “United Way of the Piedmont, Inc., Spartanburg, South Carolina.”

Section 1.

The corporation shall indemnify and save harmless all Directors, officers, employees or
agents of the corporation against all liability and expenses arising from his or her acts or
omissions in conjunction with the performance of his or her duties on behalf of the United
Way to the fullest extent permitted by the laws of the State of South Carolina.
Notwithstanding the above, the United Way shall have no obligation to indemnify any
person for liability or expenses arising from or related to acts or omissions which are
willful and wanton.

Section 2.

The right of indemnity described in Section 1 of this Article XIII shall inure to the estate,
executor, administrator, heirs, legatees, or devises of any person entitled to indemnification
hereunder.

Section 3.

The United Way shall have the power to purchase and maintain insurance on behalf of any
person who is or was a Director, officer, employee or agent of the corporation, or is or was
serving at the request of the United Way as a Director, officer, employee, or agent of the
corporation against any liability and expenses asserted against him/her and incurred by
him/her in any such capacity, or arising out of his/her status as such, whether or not the
United Way would have power to indemnify him against such liability and expenses under
the laws of the State of South Carolina.

Section 1.

New By-Laws may be adopted, or these By-Laws may be amended, waived, altered, or
repealed at any meeting of the Board of Directors by a majority vote of the entire number.
Directors as of the date the amendment is adopted, provided that notice of such meeting,
including the proposed amendments, shall be published ten (10) days in advance and no
amendment may be adopted which is not consistent with, or which is in conflict with, the

Articles of Incorporation of the United Way.
Approved at the Annual Meeting
June 12, 2008