INTERNATIONAL BOER GOAT
ASSOCIATION, INC.
CORPORATE
BYLAWS
AMENDED
02/17/05
ARTICLE I: CORPORATE OFFICES
Section 1.
Principal Office. The principal office of the Corporation shall be at2750 State Hwy 160,
Whitewright, Grayson County,
Texas 75491. The Corporation shall have such other
offices at such other places as the Board of Directors may
determine.
Section 2.
Registered Office.
The Corporation shall have and continually maintain in the State of
Texas a
Registered Office and a Registered Agent as required by the Texas Non-Profit
Corporation Act. The Registered
Agent and Office may be changed from time to time by the Board of
Directors.
ARTICLE II: PURPOSE
Section 1.
General. The
Corporation is organized and shall be operated exclusively for the betterment of
conditions and improvements of the grade of Boer goats, for such purposes, the
making of distributions to organizations that qualify as exempt organizations
under Section 501(c)(5) of the Internal Revenue Code of 1986, as amended, or by
the corresponding provisions of any subsequent federal tax laws (“Code”). In fulfilling its exempt purposes, the
Corporation shall have the power to receive or acquire property of every
description and to hold, manage, invest, and distribute same for the exempt
purposes for which the Corporation is organized and shall be operated. The Corporation may exercise all powers
as are authorized by the Texas Non-Profit Corporation Act, provided such powers
are consistent with the Corporation’s exempt purposes and further provided that
they are not prohibited for an organization which is exempt from Federal income
taxation as such organization is described in Section 501(c)(5) of the
Code.
Section 2.
Non-Profit Corporation.
The Corporation shall be a non-profit corporation and shall be organized
and operated exclusively for the non-profit purposes described immediately
above. No part of the net earnings
of the Corporation shall inure to the benefit of any private individual,
including any Trustee, officer, employee, “member,” “founder,” “sponsor,”
“director,” or “advisor,” or any other private individual. The Corporation shall never declare or
make to any of such persons any dividend or other distribution; provided,
nevertheless, that the Corporation may pay reasonable compensation to such
individuals for services actually rendered to the Corporation, and may make
payments and distributions in furtherance of the purposes set forth
herein.
Section 3.
Non-Discrimination.
It shall be the policy of the Corporation to comply with all state and
federal laws, rules, and regulations prohibiting discrimination against any
person with regard to employment because of race, color, religion, sex, physical
handicap, national origin, age, marital status, or pregnancy. This non-discrimination provision
relates to all conditions of employment or client service.
Section 4.
Specific Purposes.
The purposes for which the Corporation is organized are to promote and
improve the Boer goat breed internationally in all appropriate ways, including
but not exclusively through pedigree tracking and maintenance by registration,
and to advance the Boer goat industry internationally in all appropriate ways,
including but not exclusively through education, promotion, and
marketing.
ARTICLE III: MEMBERS
Section 1.
Membership. The
Corporation shall have six classes of members, which shall include Ranch,
Individual, Associate, Endowment, and Junior. Members of each class shall be entitled
to vote as provided for in these Bylaws and the Articles of Incorporation. Members will be eligible for membership
benefits and services after such Member meets established criteria and
qualifications required by the Board of Directors and these Bylaws. Benefits of membership, qualifications
and enrollment fees shall be determined by the Board of Directors and evaluated
at least annually. The Board of
Directors will be prohibited from turning the International Association over to
another association without a vote by the members. Definitions of the four types of members
follow:
A.
Lifetime Members. (No
longer available) Individuals or entities who meet established criteria and
qualifications required by the Board of Directors and these Bylaws shall become
Lifetime Members. Lifetime members
are entitled to two votes on all matters where a vote from the members or
members from their region is required.
B. Ranch
Members. Individuals or Entities
(more than one person who apply for membership as a group, including business
partnerships, and families) who meet established criteria and qualifications
required by the Board of Directors and these Bylaws shall become Ranch
Members. Ranch members are entitled
to two votes on all matters where a vote from the members or members from their
region is required.
C. Individual
Members. Individuals who meet
established criteria and qualifications required by the Board of Directors and
these Bylaws shall become Individual Members. Individual members are entitled to one
vote on all matters where a vote from the members or members from their region
is required.
D.
Associate Members.
Individuals (person(s) who has previously been a member of the
Association whose membership has been terminated, revoked, or voluntarily
withdrawn) who meet established criteria and qualifications required by the
Board of Directors and these Bylaws shall become Associate Members. Associate members will not have voting
rights in the Association or be eligible to hold any office or become a director
of the Association.
E. Endowment
Members. Individuals or Entities
who meet established criteria and qualifications required by the Board of
Directors and these Bylaws shall become Endowment Members. Endowment members are entitled to one
vote on all matters where a vote from the members or members from their region
is required.
F. Junior
Members. Individuals who meet
established criteria and qualifications required by the Board of Directors and
these Bylaws shall become Junior Members.
Section 2.
Membership Procedure.
Election to membership in the Corporation shall be as
follows:
A. A
completed membership application form accompanied by full enrollment fees
payment.
B. Any
questions as to the qualifications of an applicant can be addressed by the Board
of Directors at any time.
Section 3.
Removal. Any Member
of the Corporation may be removed at any meeting of the Board of Directors but
only by a two-thirds (2/3) vote of all Members of the Board of Directors then
qualified and serving. A
removal may be with or without cause.
Anything to the contrary in these Bylaws notwithstanding, prior to
removal a Member of the Corporation shall have received a copy of any charges
against him, delivered to him personally or by mail at his address appearing on
the records of the Corporation, and mailed or personally delivered to him at
least ten (10) days prior to the meeting at which any vote upon a proposed
removal of such Member of the Corporation is to be taken. Furthermore, such Member of the
Corporation, prior to his removal, shall have the opportunity to be heard on
such charges at a meeting of the Board of Directors of the Corporation called
for the purpose of considering his removal.
Section 4.
Enrollment fees. The
amount of enrollment fees for each class of membership shall be established
annually by the Board of Directors.
The membership year shall begin upon acceptance into the membership, and
continue for one calendar year from that date. Ranch and Individual Members shall be
required to re-enroll prior to or on the last day of their active membership
year. Ranch or Individual Members
who fail to re-enroll as required shall be deemed “inactive” and shall have
their voting and membership privileges suspended until such time as payment of
the re-enrollment is received by the Corporation.
Section 5.
Regional Coordinators.
Members shall be divided into regional sectors by the Board of
Directors. Members shall elect one
Regional Coordinator in the manner prescribed by the Board of Directors. Each member shall have one (1) vote, and
the Regional Coordinator shall be elected by the majority of the Members in its
respective region. Regional
Coordinators shall bring suggestions and concerns of the members of their
respective regional sectors to the attention of the Board of Directors, and
shall act as liaison between the Board of Directors and the members of its
region. Regional Coordinators are
not Members of the Board of Directors, and suggestions brought to the Board of
Directors shall be only advisory in nature and non-binding upon other regions,
the Board of Directors or the Corporation.
Section 6.
Meetings. The Annual
Meeting of the Members shall be held at such place and at such times as may be
specified by resolution of the Board of Directors and designated in the notice
of the meeting. Special meetings of
the Members may be called at any time by the Board of Directors or by written
request to the Board of Directors from twenty-five percent (25%) of all
Members. Special regional meetings
of the Members may be called at any time by the Board of Directors or by written
request to the Board of Directors from fifteen percent (15%) of the Members of
the respective region. Each special
meeting shall be held at such time and place as may be specified by resolution
of the Board of Directors and designated in the notice of the meeting. Notice of the meetings, except as
otherwise provided by statute, written or printed notice stating the place, day
and hour of the meeting, and in the case of a special meeting, stating the
purpose or purposes for which the meeting is called, shall be delivered not less
than twenty-one (21) nor more than sixty (60) days before the date of the
meeting, either personally or by mail, by or at the direction of the Executive
Secretary, to each Member. Notices of any meeting may be waived by a writing filed by the
Member.
ARTICLE IV: PROHIBITED ACTIVITIES
Section 1.
General.
The Corporation shall neither have nor exercise any power, nor
shall it engage directly or indirectly in any activity that would
invalidate its status as a corporation which is exempt from Federal income
taxation as an organization described in Section 501(c)(5) of the Code, or
as a Corporation, contributions to which are deductible under Sections
509(a)(1), 170(b)(1)(A)(vi), and 170(c)(2); or 2055(a)(2) or 2522(a)(2) of
the Code.
Section 2.
Political Activities.
No substantial part of the activities of the Corporation shall be
carrying on propaganda or otherwise attempting to influence legislation,
and the Corporation shall not participate or intervene in (including the
publication or distribution of statements) any political campaign on
behalf of any candidate for public office.
Section 3.
Self-Dealing.
If the Corporation is a private foundation as defined in Section
509 of the Code, then during the period of time while the Corporation is
such a “private foundation,” the Corporation shall not engage in any act
of self-dealing as defined in Section 4941(d) of the Code.
Section 4.
Annual Income Distributions.
If the Corporation is a private foundation as defined in Section
509 of the Code, then during the period of time while the Corporation is
such a “private foundation,” the Corporation shall distribute its income
for each taxable year at such time and in such manner as not to become
subject to the tax on undistributed income imposed by Section 4942 of the
Code.
Section 5.
Jeopardy Investments.
If the Corporation is a private foundation as defined in Section
509 of the Code, then during the period of time while the Corporation is
such a “private foundation,” the Corporation shall not make any
investments in such manner as to subject the Corporation to tax or which
would jeopardize the Corporation’s exempt purposes under Section 4944 of
the Code.
Section 6.
Business Holdings.
If the Corporation is a private foundation as defined in Section
509 of the Code, then during the period of time while the Corporation is
such a “private foundation,” the Corporation shall not retain any excess
business holdings as defined in Section 4943(c) of the Code.
Section 7.
Taxable Expenditures. If the
Corporation is a private foundation as defined in Section 509 of the Code,
then during the period of time while the Corporation is such a “private
foundation,” the Corporation shall not make any taxable expenditures as
defined in Section 4945(d) of the Code.
Section 8.
Prohibited Acts.
As long as the Corporation exists, and except with the Board of
Director’s prior approval, no member, director, officer, or committee
member of the Corporation may:
A. Do
any act in violation of these Bylaws or a binding obligation of the
Corporation.
B.
Do any act with the intention of harming the Corporation or any of
its operations.
C. Do
any act that would make it impossible or unnecessarily difficult to carry
on the Corporation’s intended or ordinary business.
D.
Receive an improper personal benefit from the operation of the
Corporation.
E.
Use the Corporation’s assets, directly or indirectly, for any
purpose other than carrying on the Corporation’s business.
F.
Wrongfully transfer or dispose of Corporation property, including
intangible property such as good will.
G. Use
the Corporation’s name (or any substantially similar name) or any
trademark or trade name adopted by the Corporation, except on behalf of
the Corporation in the ordinary course of its business.
H. The
use of the name “International Boer Goat Association, Inc.” or its logo is
specifically restricted and limited.
Only by a majority vote of the Board of Directors may a member of
the Association use the name of the Association or its logo in any
commercial advertisement or announcement.
The intentional misuse of the name of the Association or its logo
may result in the removal of the offending party or individual from the
membership of the Association.
I.
No action shall be taken by the Association or any of its members
that will jeopardize the Association’s non-profit status.
J.
If a member of the Association intentionally commits an act that is
in violation of the Association’s By-laws, then such member will be
referred to the Ethics committee of the Association.
The Ethics Committee shall make a recommendation to the Board of
Directors as to its findings.
ARTICLE V:
BOARD OF DIRECTORS
Section 1.
General.
The affairs of the Corporation shall be managed by its Board of
Directors.
Section 2.
Appointment and Election.
The Corporation’s initial Members of the Board of Directors have
been appointed in the Corporation’s Articles of Incorporation.
After the adoption of these Bylaws, all Members of the Board of
Directors shall be elected by a majority of the voting membership in
accordance with these by-laws in the following procedure.
To be eligible to run for the Board of Directors a member cannot
have had any ethics complaints filed against them found to have merit.
A. The Board of
Directors shall consist of not less than seven (7)
members, nor more than nine (9) members.
Five (5) directors shall be seated originally by appointment.
In 1999, two (2) directors shall be elected to three (3) year
terms, expiring in the year 2002.
B. The second
election of Directors shall be in the year 2000 to elect two (2) directors
replacing two (2) of the directors who were originally
appointed.
C. The third election of
Directors shall be in the year 2001 to elect three (3) Directors,
replacing three (3) of the Directors who were originally appointed.
D. Subsequent
annual elections for three year terms shall be held to fill the Board of
Directors member positions that become available due to expired terms or
resignation of directors, unless otherwise provided for in Article VI,
Section 4 of these Bylaws.
This procedure insures that at least two members of the Board of
Directors are elected each year by the corporation’s active membership
beginning with the year 1999 and continuing thereafter.
E. Elections
for Board of Directors shall be open to all active members in good
standing of the corporation, and there shall be no other nominating
committee other than the corporation’s membership.
Each active member of the corporation shall have one vote per
membership. The candidates receiving the highest
number of votes will be elected to fill the number of seats up for
election. If a Board of Director’s seat becomes
vacant as a result of resignation or death, the Board of Directors of the
corporation shall appoint a replacement to fill the unexpired term.
F. Members
of the Board of Directors shall be elected by the active members of the
corporation from the list of candidates provided with the official ballot,
except the immediate past president.
The list of candidates that is provided with the ballot will be the
complete list of candidates.
Section 3.
Number and Tenure.
Members of the Board of Directors named in the Articles of
Incorporation shall hold office until their successors are elected.
The term of the Board of Directors Members shall be staggered and
at least two member of the Board of Directors shall be elected annually by
the active voting members of the corporation.
At any time or from time to time there shall be no fewer than five
(5) Members of the Board of Directors, nor more than nine (9) Members of the Board of Directors.
Section 4.
Annual Meetings.
A regular annual meeting of the Board of Directors shall be held,
without other notice than this Bylaw provision, at any time during a month
to be selected by the Board of Directors, at a place and time to be
designated by the Board of Directors.
Section 5.
Special Meetings.
Special meetings of the Board of Directors may be called by or at
the request of the Chairman who may designate any time and place as the
time and place for holding any special meeting of the Board of Directors
called by said Chairman.
Special meetings may also be called by one-third (1/3) of the then
serving Members of the Board of Directors, such meeting to be held at a
time and place designated by such one-third Members of the Board of
Directors.
Section 6.
Special Elections.
Special elections shall be called should the number of Members of
the Board of Directors decrease to less than five (5).
Special elections
shall include all active Members of the Corporation.
Each individual Member shall have one (1) vote, Ranch and Lifetime
Members (2) votes, as provided for in Article III, Section
1, paragraphs A, B, C & D.
Members of the Corporation shall elect the necessary number of
Members in order to restore the number of Members of the Board of
Directors to seven (7). Candidates for the available vacancies
in the Board of Directors must be members of the Corporation in good
standing. Each new Member of the Board of
Directors shall be elected by a majority of the active voting Members of
the Corporation. Any additional procedures shall be
determined by the Board of Directors.
Notices of special elections shall sent via US mail to all active
members.
Section 7.
Notice.
Notice of any special meeting of the Board of Directors shall be
given at least three (3) days previously thereto by written notice,
delivered personally or sent by certified mail or facsimile to each Member
of the Board of Directors at his address as shown in the records of the
Corporation. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail for
certified delivery in a sealed envelope so addressed, with postage
prepaid. If notice is given by facsimile, such
notice shall be deemed to be delivered when the facsimile is sent.
Any Member of the Board of Directors may waive notice of any
meeting. The attendance of a Member of the Board
of Directors at any meeting shall constitute a waiver of notice of such
meeting except when a Member of the Board of Directors attends a meeting
for the express purpose of objecting to the transaction of business on the
grounds that the meeting is not lawfully called or convened.
Neither the business to be transacted nor the purpose of any
regular or special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting unless specifically
required by law or by these Bylaws.
Section 8.
Quorum.
Members constituting a majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such quorum shall be present at any
meeting a majority of the Members of the Board of Directors present may
adjourn the meeting from time to time without further notice.
The Members of the Board of Directors present by proxy may not be
counted toward a quorum.
Section 9.
Majority Act.
Each Member of the Board of Directors shall be entitled to one (1)
vote. The act of a majority of the Members of
the Board of Directors present in person or by proxy at a meeting in which
a quorum is present shall be the act of the Board of Directors, unless the
act of a greater number is required by law or by these Bylaws.
The President shall have no vote on any issue unless there is a tie
vote.
Section 10. Actions Without Meeting:
Telephonic Meetings.
Nothing in these Bylaws shall limit or restrict the authority of
the Members of the Board of Directors to hold a meeting by any means
permitted by law (including by way of illustration a meeting by telephone
conference call). Any action required or permitted by law
to be taken at a meeting of the Members of the Board of Directors may be
taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Members of the Board of
Directors. Members of the Board of Directors or
members of any committee designated by such Board of Directors may
participate and hold meetings of such Board of Directors or committee by
means of conference telephone or other similar communications equipment,
by means of which all persons participating in such meeting can hear each
other, or can read or otherwise know in entirety the statements made by
all participants in such meeting.
Action taken at such meeting shall be ratified by fax
confirmation. Participation in such meeting pursuant
to this Section shall constitute presence in person at such meeting except
where a person participates in the meeting for the express purpose of
objecting to the transaction of any business on the grounds that the
meeting is not lawfully called or convened.
Section 11. Removal.
Any Member of the Board of Directors may be removed at any meeting
but only by a two-thirds (2/3) vote of all other Members of the Board of
Directors then qualified and serving, or by a majority vote of the active
voting members of the corporation. A removal may be with or without
cause. Anything to the contrary in these
Bylaws notwithstanding, prior to removal a Member of the Board of
Directors shall have received a copy of any charges against him (or her),
delivered to him (or her) personally or by mail at his (or hers) address
appearing on the records of the Corporation, and mailed or personally
delivered to him (or her) at least ten (10) days prior to the meeting at
which any vote upon a proposed removal of such Member of the Board of
Directors is to be taken.
Furthermore, such Member of the Board of Directors, prior to his
(or hers) removal, shall have the opportunity to be heard on such charges
at a meeting of the Board of Directors of the Corporation.
Any Member of the Board of Directors with ethics charges against
them found to have merit will resign immediately.
Section 12. Consecutive Terms.
No one director can hold the same office on the board for more than
two consecutive terms.
Section 13. No Compensation.
No Member of the Board of Directors shall receive compensation for
service to the Corporation in such capacity.
However, by resolution of the Board of Directors, Members of the
Board of Directors may be reimbursed expenses incurred in connection with
their attendance at regular or special meetings of the Board of
Directors. Nothing contained herein shall be
construed to preclude any Member of the Board of Directors from serving
the Corporation in any other capacity or receiving compensation
therefore.
Section 14. Attendance.
No Member of the Board of Directors shall be absent without excuse
for three (3) consecutive Board of Directors meetings (excluding meetings
held by facsimile or teleconference).
A Member of the Board of Directors so absent will be deemed to have
resigned from the Board of Directors as of the next regular meeting of the
Board of Directors.
ARTICLE VI:
OFFICERS
Section 1.
Officers.
The offices of the Corporation shall consist of a President, one
Vice President, an Executive Secretary, and an Executive
Registrar/Treasurer (this person does not have to be a Board Member, but
if not a Board Member, an employee of the corporation.
The Board of Directors may elect or appoint such other officers,
including one or more Assistant Secretaries and/or Assistant Registrars,
as it shall deem desirable; such officers to have the authority to perform
the duties prescribed for them by the Board of Directors from time to
time. Only one office can be held at any time
by a member of the Board of Directors.
Section 2.
Election and Term of Office.
The officers of the Corporation shall be elected annually by the
Board of Directors at its regular annual meeting.
If the election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as is convenient.
New offices may be created and filled at any meeting of the Board
of Directors. Each officer shall hold office until
his successor shall have been duly elected and shall have qualified.
Officers shall be eligible for re-election and may be elected to
consecutive terms.
Section 3.
Removal.
Any officer elected or appointed by the Board of Directors may be
removed at any time, with or without cause, by the Board of Directors,
provided the critiera in Article 3, Section 3 is followed.
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.
Section 5.
President.
The President shall be the executive officer and Chairman of the
Corporation and shall, in general, supervise and control all of its
business affairs. The President may sign (attested by the
Executive Secretary when required), as the act of the Corporation, any
deeds, mortgages, bonds, contracts, or other instruments and, in general,
shall perform all duties incident to the office of the President and such
other duties as may be prescribed by the Board of Directors from time to
time.
Section 6.
Vice-President.
In the absence of the President or in the event of his inability or
refusal to act, the Vice-President shall perform the duties of the
President and, when so acting, shall have all the powers of and be subject
to all the restrictions upon the office of the President.
The Vice-President shall perform such other duties as, from time to
time, may be assigned to him by the President or by the Board of
Directors.
Section 7.
Executive Registrar/Treasurer.
The Executive Registrar/Treasurer shall have charge and custody of
and be responsible for all funds and securities of the Corporation;
receive and give receipts for moneys due and payable to the Corporation
from any source whatsoever, and deposit all such moneys in the name of the
Corporation in such banks, trust companies, or other depositories as shall
be selected in accordance with the provisions of these Bylaws; and, in
general, perform all duties incident to the office of the Executive
Registrar/Treasurer and such other duties as, from time to time, may be
assigned to him by the President or by the Board of Directors.
The Executive Registrar/Treasurer shall not permit any payments to
be made which are inconsistent with the Corporation’s purposes or which
are prohibited for a corporation exempt from taxation pursuant to Section
501(c)(3) of the Code.
Section 8.
Executive Secretary.
The Executive Secretary shall keep the minutes of the meetings of
the Board of Directors in one or more books provided for that purpose, see
that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; be custodian of the corporate records and
seal of the Corporation; keep a register of the post office address of
each Member of the Board of Directors; and, in general, perform all duties
incident to the office of the Executive Secretary and such other duties
as, from time to time, may be assigned to the Executive Secretary by the
President or by the Board of Directors.
Section 9.
Assistant Registrar: Assistant
Secretaries. The Board of Directors may, in its
discretion, appoint Assistant Registrars and Assistant Secretaries.
The Assistant Registrars and Assistant Secretaries shall, in
general, perform such duties as shall be assigned to them by the President
or by the Board of Directors, and shall assist the Executive Registrar and
Executive Secretary.
ARTICLE VII:
COMMITTEES
Section 1.
General.
A.
Committees having and exercising the authority of the Board of
Directors in the management of the Corporation may be created by a
resolution adopted by a majority of the Members of the Board of Directors
then in office. Each such committee shall consist of
two (2) or more persons, a majority of whom are Members of the Board of
Directors; the remainder need not be members of the Board of
Directors. The designation of such committees and
the delegation thereto of authority shall not operate to relieve the Board
of Directors, or any individual Member of the Board of Directors, of any
responsibility imposed upon it or him by law.
Any non-Member of the Board of Directors who becomes a member of
any such committee shall have the same responsibility with respect to such
committee as a Member of the Board of Directors who is a member
thereof. The Board of Directors shall appoint
the members of all such committees by vote of a majority of the Members of
the Board of Directors then in office.
Any member of such committee may be removed by the vote of a
majority of the Members of the Board of Directors then in office whenever,
in their judgment, the best interests of the Corporation shall be served
by such removal.
B.
Committees not having and exercising the authority of the Board of
Directors in the management of the Corporation may be created by a
resolution adopted by a majority of the Members of the Board of Directors
present at a meeting at which a quorum is present.
By a majority vote of the Board of Directors members of all
committees shall be appointed & removal from a committee would require
a majority vote of the Board of Directors. A member of any such committee
need not be an officer of the Corporation or a member of its Board of
Directors. (An example of the type of committee
authorized by this Section could be a committee, part or all of which
consists of “Advisory Members of the Board of Directors”.
Such a committee might give the Corporation advice, insight or
other benefits from its members’ experience, expertise, or skill; but such
committee shall not have any authority or power to legally bind or affect
the Corporation in any manner.)
C.
Committee members that are members in good standing of the
Corporation shall be allowed to vote as previously stated in Article III,
Section 1 of these Bylaws, however, no committee member shall have any
power to legally bind or affect the Corporation in any manner not provided
for in these Bylaws.
Section 2.
Term of Office.
A.
Each member of a committee established under Section 1.A., above,
shall continue as such until removed by a vote of a majority of the
Members of the Board of Directors then in office or until the committee is
abolished by the Board of Directors.
B.
Each member of a committee established under Section 1.B., above,
shall continue as such until the Board of Directors removes such member or
until the committee is abolished by the Board of Directors.
Section 3.
Chairman.
A.
Regarding a committee established under Section 1.A., above, one
member of each committee shall be appointed Chairman thereof by a vote of
a majority of the Members of the Board of Directors then in office.
B.
Regarding a committee established under Section 1.B., above, one
member of each committee shall be appointed Chairman thereof by a vote of
a majority of the Members of the Board of Directors then in office.
Section 4.
Vacancies.
A.
Regarding a committee established under Section 1.A., above,
vacancies in the membership of any committee may be filled by a vote of
the majority of the Members of the Board of Directors then in office.
B.
Regarding a committee established under Section 1.B., above,
vacancies in the membership of any committee may be filled by appointment
by the Board of Directors.
Section 5.
Rules.
A.
Each committee established under Section 1.A., above, with the
approval of the vote of a majority of the Members of the Board of
Directors then in office, may adopt rules for its own government not
inconsistent with these Bylaws or with the rules adopted by the Board of
Directors.
B.
Each committee established under Section 1.B., above, with the
approval of the President, may adopt rules for its own government not
inconsistent with these Bylaws or with the rules adopted by the Board of
Directors.
ARTICLE VIII: CONTRACTS, CHECKS, DEPOSITS, FUNDS,
ETC.
Section 1.
Contracts.
The Board of Directors may authorize any officer, agent, or agents
of the Corporation, in addition to the officers so authorized by these
Bylaws, to enter into any contract or to execute and deliver any
instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
Section 2.
Checks, Drafts, Etc.
The treasurer may establish accounts for the Corporation and
may withdraw funds of the Corporation from its accounts by signing checks
or other instruments. Funds may not be drawn from the
Corporation or its accounts for amounts greater than $1,000.00 without the
written approval of any two directors; written approval may be supplied by
facsimile or electronic transfer or e-mail delivery.
All authorized financial institutions are authorized to honor and
pay any and all checks and other instruments so signed, including those
drawn to the individual order of any officer or other person authorized to
sign the check or other instrument.
Section 3.
Deposits.
All funds of the Corporation shall be deposited from time to time
to the credit of the Corporation in such banks, trust companies, or other
depositories as the Board of Directors shall select.
Section 4.
Gifts.
The Board of Directors or any officer of the Corporation may accept
on behalf of the Corporation any contribution, gift, bequest, or devise
for the general or special purposes of the Corporation.
The Board of Directors may make gifts and give charitable
contributions that are not prohibited by these Bylaws, the Articles of
Incorporation, state law, and any requirements for maintaining the
Corporation’s federal and state tax status.
Section 5.
Funds.
The Corporation shall be authorized to raise funds by admissions,
solicitations, benefits, lectures, exhibits, sales or exchanges of
property, or other legitimate methods in furtherance of its purposes.
The Corporation may set a price for any treatise, thesis, book,
pamphlet, tape, or other publication which it makes available to the
public. The Corporation may also charge a
nominal amount for admission to any public discussion group, forum, panel,
lecture, or other similar activity which it may conduct.
However, payment of such charge shall not be conditioned to
admission and any person choosing not to pay such charge will nonetheless
be freely admitted to such activity.
Funds shall be expended only in furtherance of the Corporation’s
purposes.
Section 6.
Reserves: Endowment Funds.
The Board of Directors may create reserves for such purposes as it
shall think beneficial to the Corporation and may abolish the reserves in
the manner created. The Board of Directors may create an
initial and permanent endowment fund, and may later add to such endowment
fund or may create other permanent or temporary endowment funds in amounts
and at times as it deems feasible.
The purpose of such endowment fund or funds is to assure the future
operations of the Corporation.
Section 7.
Insurance.
It is declared to be the policy of the Corporation that, to protect
itself and its assets, the Corporation procure where indicated policies of
insurance against hazards and risks to which the Corporation may be
exposed.
Section 8.
Books and Records.
The Corporation shall keep correct and complete books and records
of accounts in accordance with the generally accepted accounting
principals consistently applied, and shall also keep minutes of the
proceedings of the Board of Directors, and shall keep at the registered or
principal office a record giving the names and addresses of all the
Members of the Board of Directors entitled to vote.
All books and records of the Corporation may be inspected by any
Member of the Board of Directors, or his agent or attorney, for any proper
purpose at any reasonable time and upon reasonable request.
ARTICLE IX: INDEMNIFICATION
Section 1.
General.
A. The
Corporation shall indemnify a Member of the Board of Directors, officer,
committee member, employee, or agent of the Corporation who was, is, or
may be named defendant or respondent to any proceedings as a result of
such individual’s actions or omissions within the scope of such
individual’s official capacity in the Corporation.
For the purposes of this Article IX, an agent includes one who is
or was serving at the request of the Corporation as a Member of the Board
of Directors, officer, partner, venture, proprietor, trustee, employee,
agent, or similar functionary of another corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other
enterprise. However, the Corporation shall
indemnify a person only if such individual acted in good faith and
reasonably believed that the conduct was in the Corporation’s best
interests. In case of a criminal proceeding, the
person may be indemnified only if such person had no reasonable cause to
believe that the conduct was unlawful.
The Corporation shall not indemnify a person who is found liable to
the Corporation or is found liable to another on the basis of improperly
receiving a personal benefit.
A person is conclusively considered to have been found liable in
relation to any claim, issue, or matter if the person has be adjudged
liable by a court of competent jurisdiction and all appeals have been
exhausted.
B.
The termination of a proceeding by judgment, order, settlement,
conviction, or on a plea of nolo contendere or its equivalent does not
necessarily preclude indemnification by the Corporation.
C. The
Corporation shall pay or reimburse expenses incurred by a Member of the
Board of Directors, officer, committee member, employee, or agent of the
Corporation in connection with such person’s appearance as a witness or
other participation in a proceeding involving or affecting the Corporation
when such person is not a named defendant or respondent in the
proceeding.
D. In
addition to the situations otherwise described in this Section 1, the
Corporation may indemnify a Member of the Board of Directors, officer,
committee member, employee, or agent of the Corporation to the extent
permitted by law. However, the Corporation shall not
indemnify any person in any situation in which indemnification is
prohibited by the terms of Section 1.A. above.
E.
Before the final disposition of a proceeding, the Corporation may
pay indemnification expenses as permitted by this Article IX and
authorized by the Corporation.
However, the Corporation shall not pay indemnification expenses to
a person before the final disposition of a proceeding if the person is a
named defendant or respondent in any proceeding brought by the
Corporation; or the person is alleged to have improperly received a
personal benefit or committed other willful or intentional misconduct.
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