BY-LAWS of the ASSOCIATION OF
FUNDRAISING PROFESSIONALS–INDIANA CHAPTER, INC.
ARTICLE I - General
Section 1.
The name of the corporation ( Corporation ) is The Association of Fundraising Professionals, Indiana Chapter, Inc.
Section 2.
The address of the Corporation’s principal offices is 8906 E. 96th Street, #128, Fishers, IN 46038
Section 3.
The fiscal year of the Corporation begins on the first day of January and ends on the last day of the following December.
ARTICLE II - Members
Section 1.
Membership in the Corporation shall be governed by the provisions of the Articles of Incorporation of the Corporation.
Section 2.
The annual meeting of the members shall be held each year at such time and place specified by the Board of Directors of the Corporation.
Section 3.
Special meetings of the members of Corporation may be called at any time by the President of the Corporation, by a majority of the Board of Directors, or by a written petition signed by at least one-tenth of all members of the Corporation.
Section 4.
A written notice, stating the place, day, and hour of any meeting of the members, and, in case of a special meeting, the purpose or purposes for which such meeting is called, shall be delivered or mailed by the Secretary of the Corporation, or by the person calling the meeting, to each member of record of the Corporation entitled to vote at such meeting at least ten (10) days before the date of the meeting. Notice of any meeting may be waived, in writing, filed with the Secretary, or by attendance, in person.
Section 5.
Each member shall be entitled to one vote on each question that comes before a meeting of the members. Each question shall be determined by a majority vote of the members present.
Section 6.
At all meetings of members called in accordance with the By-Laws, members attending in person, or by proxy, shall constitute a quorum.
Section 7.
Each member shall pay annual membership dues as are established by the Board of Directors and approved by the corporation’s membership. If a member fails to pay dues within three months following written notice by the Corporation, he/she shall cease to be a member in good standing, and shall not be entitled to vote, hold office, or enjoy any other privileges of membership.
ARTICLE III - Directors
Section 1.
The affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors shall have at least fifteen (15), and not more than twenty-five (25) members, who shall be elected in the manner prescribed in the Articles of Incorporation and Article IV of these By-Laws. A board member shall be elected for a three (3) year term, but may not serve more than two (2) consecutive three (3) year terms. One-third (1/3) of the Board membership shall be elected each year. If a Director has a pattern of nonattendance or nonparticipation, his/her status shall be reviewed by the Executive Committee. A Director may be removed by the Board of Directors for cause. If a vacancy occurs prior to an annual election it shall be filled by the Nominating Committee with ratification of a majority of the Board of Directors. The person elected to fill such vacant directorship shall serve the unexpired term.
Section 2.
A quorum is constituted by the presence of nine or more Directors. A majority vote of the quorum shall enact all matters of the Board of Directors unless otherwise stated in the by-laws.
Section 3.
The Board of Directors shall meet annually, without notice, immediately following the annual meeting of the members, for the purpose of electing officers of the Corporation for the ensuing year and all other appropriate business matters.
Section 4.
Special meetings of the Board of Directors need at least three (3) days written notice, from the President of the Corporation, or by a majority of the Board of Directors. A special meeting may be held at a place specified in the call for a special meeting.
ARTICLE IV - Nominations and Elections
Section 1.
There shall be a standing committee of the Corporation called the Governance Committee. Its purposes are nominating members for the Board of Directors; and officers of the Corporation, to provide orientation to Board members, and to evaluate Board Members eligible for reelection. It shall have five members and is chaired by the immediate past president of the Corporation. The immediate past president shall appoint two member of the Association to the Committee and the President of the Corporation shall appoint two members of the Association to the Committee.
The Governance Committee shall nominate individuals to fill each of the offices of the Corporation. The Committee shall also nominate members to serve on the Board of Directors. Members of the Board of Directors whose terms are expiring and are eligible for reelection may not serve on the Governance Committee, with the exception of the immediate past president.
Section 2.
No less than thirty (30) days before the annual meeting, the Governance Committee shall submit to the membership of the Corporation a proposed slate of Directors for the upcoming year. The Governance Committee shall conduct the election of directors by mail-in ballots of the membership, and a majority vote of such membership responding by mail shall be required to elect the slate. Write-in candidates will be allowed in this mail-in ballot procedure, and can be elected if they receive a majority vote of membership responding by mail. The results of a mail-in ballot election of directors shall be certified to the membership at the annual meeting by the Chair of the Governance Committee or by the President.
Section 3.
The members of the Board of Directors who are elected shall take office immediately and, at the meeting of the Board of Directors immediately following the annual meeting of the members, shall elect the officers of the Corporation by majority vote. They shall elect to each office the individual nominated for that office by the Governance Committee, if that individual has been elected to the Board of Directors.
ARTICLE V - Officers & Committees
Section 1.
The Corporation shall have a President, a Vice President for Programs (First Vice President), a Vice President for Membership (Second Vice President), a Vice President for External Relations (Third Vice President), a Secretary, and a Vice President for Finance & Planning (Fourth Vice President), as well as such other officers as the Board of Directors may from time to time prescribe. Each officer shall be elected by the Board of Directors at its annual meeting, as provided in Article IV of these Bylaws, and shall serve from that annual meeting until the next annual meeting and until the officer’s successor is elected and qualified. None of the six offices named above may be held concurrently by the same person. Except as provided below, directors shall not serve for more than two consecutive terms in any one office. If a director is elected as President during the second term of office, that director shall continue to serve on the Board of Directors without re-election, so long as that director shall serve in the next succeeding year (or years) as President. An officer must be a member of the Corporation and a member of the Board of Directors. Any officer may be removed by the Board of Directors at any time, with or without cause. A vacancy occurring in any office other than the President or Secretary, prior to an annual election, may be filled by the Board of Directors, after receiving nominations from the Governance Committee, and the person elected to fill such vacancy shall serve the unexpired term and until that person’s successor is elected and qualified. The offices of President and Secretary shall be filled if a vacancy occurs.
Section 2.
The President shall preside at all meetings of the members of the Corporation and meetings of the Board of Directors and shall possess and exercise general executive and supervisory authority over the Corporation’s affairs and its other officers and employees. The President shall appoint all committee chairs, except the chair of the Governance Committee, (subject to the approval of the Board of Directors), and shall be an ex-officio member of all committees except the Governance Committee. The President shall perform all duties incident to the office of President, and such other duties as the Board of Directors may prescribe. The President may not serve more than two consecutive terms.
Section 3.
The First Vice President shall generally assist the President and assume the Program responsibilities of the organization. The First Vice President shall, in the absence or disability of the President, exercise the power and perform the duties of the President. The Second Vice President shall generally assist the President and assume the membership responsibilities of the organization. The Third Vice President shall generally assist the President and assume responsibilities for all external affairs of the organization. The Vice Presidents shall perform such other duties as the Board of Directors or the President may prescribe.
Section 4.
The Secretary shall be the custodian of the papers, books, and records of the Corporation. The Secretary shall prepare and enter in the minute book the minutes of all meetings of the members and of the Directors. The Secretary shall perform all duties incident to the office of Secretary and such other duties as the Board of Directors or President may prescribe.
Section 5.
The Vice President for Finance & Planning shall prepare and maintain correct and completed records of account, showing accurately the financial condition of the Corporation. All cash of the Corporation shall be deposited in bank accounts designated by the Board of Directors. All notes, securities and other assets coming into the possession of the Corporation shall be received, accounted for, and placed in safe keeping as the Vice President for Finance & Planning may from time to time prescribe. The Vice President for Finance & Planning shall furnish, whenever requested by the Board of Directors or the President, a statement of the financial condition of the Corporation. The Vice President for Finance & Planning shall perform all duties incident to the office of Vice President for Finance & Planning and such other duties as the Board of Directors or President may prescribe.
Section 6.
The Corporation shall have two standing committees, the Governance Committee, and the Executive Committee. There shall be other ad hoc committees as deemed necessary by the Board of Directors.
Section 7.
Between meetings of the Board of Directors the Corporation shall be managed by an Executive Committee. The Executive Committee shall be comprised of the six officers of the Corporation and other members as stipulated by the Board of Directors.
ARTICLE VI - Contracts, Loans, Checks
Section 1.
The Board of Directors may authorize any officers or agents of the Corporation to enter into any contract or execute any instrument on its behalf. Such authorization may be general or confined to specific instances. Except as provided in these By-Laws, no officer, agent, or employee shall have any power to bind the Corporation or to render it liable for any purpose or amount unless so authorized by the Board of Directors.
Section 2.
Unless authorized by the Board of Directors, no loans shall be made by or contracted on behalf of the Corporation, nor evidence of indebtedness shall be issued in its name.
Section 3.
All checks, drafts, or other orders for payment of money by the Corporation shall be signed by the Treasurer, or by such person or persons as the Board of Directors may from time to time designate by resolution.
ARTICLE VII - Indemnification; Dissolution
Section 1.
The Corporation, at the discretion of its members, may indemnify each member of the Board for the defense of civil or criminal actions or proceedings as provided, and not withstanding any provisions of these By-Laws, in a manner and to the extent permitted by applicable law.
Section 2.
The Corporation may indemnify each of its Directors and officers, as aforesaid, from and against any and all judgments, fees, amounts paid in settlement, and reasonable expenses, including attorneys’ fees actual and necessary imposed as a result of such action or proceeding or any appeal therein, imposed upon or asserted against him by reason of scope of his official duties, but only when the determination shall have been made judicially or in the manner herein provided that he acted in good faith for a purpose which he reasonably believed to be in the best interest of the Corporation and, in the case of criminal action or proceeding, in addition, had no reasonable cause to believe that his conduct was unlawful. The indemnification shall be made only if the Corporation shall be advised by its Board acting (1) by a quorum consisting of Directors who are not parties to such action or preceding upon a finding that, or (2) if a quorum under (1) is not obtainable with due diligence, upon the opinion in writing of independent legal counsel that, the Director or officer has met the foregoing applicable standard of conduct. If the foregoing determination is to be made by the Board, it may rely, as to all questions or law, on the advice of independent legal counsel.
Section 3.
Every reference herein to a member of the Board or officer of the Corporation shall include every Director and officer thereof or former Director and officer thereof. This indemnification shall apply to all judgments, fines, amounts in settlement, and reasonable expenses described above whenever arising, allowable as above stated. The right of indemnification herein provided should be in addition to any and all rights to which any Director or officer of the Corporation might otherwise be entitled and the provisions hereof shall neither empower or adversely affect such rights.
Section 4.
The Corporation shall use its funds only to accomplish objectives and purposes specified by the Board of Directors, and no part of net earnings, gains, or assets of the Corporation shall inure to the benefit or be distributable to its Directors, officers, or private individuals or organizations organized and operating for profit, expect that the Corporation is authorized and empowered to pay reasonable compensation for services rendered.
Section 5.
On dissolution or final liquidation of the Corporation, any remaining assets shall, after payment or the making of provision for payment of all the lawful debts and liabilities of the Corporation, be distributed to the Association of Fundraising Professionals Foundation. In the event that Foundation is not a qualified non-profit organization at the time of such dissolution, such assets shall be distributed to one or more regularly organized and qualified non-profit organizations to be selected by the Board in conformance with the Articles of Incorporation of the Corporation.
ARTICLE VIII - Parliamentary Authority
Parliamentary rules, as stated in the most recent edition of Roberts Rules of Order, shall govern the procedure at all meetings of the Corporation.
ARTICLE IX - Amendments
The power to make, alter or repeal these By-Laws is vested in the members of the Corporation.
Adopted at the NSFRE/Members Meeting, August 20, 1997.
Amended 11/18/98, 8/20/01.
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