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Friday, March 18, 2005 ARTICLES OF INCORPORATION OF INDIANA LAKES MANAGEMENT SOCIETY, INC.
The undersigned incorporator or incorporators, desiring to form a corporation (hereinafter referred to as the “Corporation”) pursuant to the provisions of the Indiana Not-For-Profit Corporation Act of 1971, (hereinafter referred to as the “Act”) as amended per 1991 or replaced, execute the following Articles of incorporation:
ARTICLE I Name The name of this corporation is:
INDIANA LAKES MANAGEMENT SOCIETY, INC.
ARTICLE II Purpose [The original Article II is amended in its entirety and rewritten in 2005, adding Sections 2-4.]
The purposes for which the Corporation is formed are:
Section 1. Promote and encourage the understanding and comprehensive management of lakes and reservoirs and their watershed ecosystems. This purpose shall be accomplished by achieving the following objectives: a. Promote and provide a forum for the sharing of information and experience on scientific, legal, administrative, and financial aspects of lake and watershed management. b. Foster and assist in the development of local lake restoration and protection programs in accordance with appropriate management strategies and techniques. c. Encourage the cooperation and interaction of organizations, agencies, units of government, and individuals concerned with lake and watershed management and protection. d. Encourage, support and assist in the development of local, state, and national programs, policies, and legislation promoting lake and watershed management. e. Encourage development and enforcement of laws and legislation designed to protect vital water resources and their environments. Section 2. To do all things authorized under the Indiana Not-for-Profit Corporation Act as are necessary, convenient or expedient to accomplish its purposes and which are not repugnant to the law. Section 3. No part of the net earnings of the Corporation shall inure to the benefit of or be distributed to its members, the trustees, officers, or other private persons, except that the Corporation shall be empowered and authorized to pay a reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article II. Section 4. Notwithstanding the other provisions of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by a Corporation exempt from federal income tax under Section 501(c)(3) if the Internal Revenue Code of 1954 or corresponding provisions of any further United States Internal Revenue Code or by a Corporation, contributions to which are deductible under Section 170 under Section 170(c)(2) of the Internal Revenue Code of 1954 or corresponding provisions of any United States Internal Revenue Law. ARTICLE III Period of Existence
The period during which the Corporation shall continue is perpetual.
ARTICLE IV Registered Agent and Principal Office [Revised and Amended 2005, adding Section 3.]
Section 1. Principal Office. The Post Office Street Address of the principal office where the Corporation is located is _________________________________________________________.
Section 2. Post Office Mail Address. The Post Office mail address of the Corporation is _____________________________________________________________________________.
Section 3. Resident Agent. The resident agent of this Corporation is ______________________ _____________________________________________________________________________. ARTICLE V Members [Amended in its entirety 2005]
A minimum of one (1) adult person shall have signed the membership list.
Section 1. The membership of the Corporation shall consist of and be open to all individuals, institutions, corporations and organizations whose interests are consistent with the purpose of Corporation.
Section 2. Membership Classes. There shall be two classes of memberships as follows: Membership Class 1, Voting Members. Membership Class 2, Non-voting Members.
Section 3. Membership Class 1, Voting Memberships. There shall be five classes of adult voting memberships:
Individual Membership. Upon payment of annual dues, an individual adult person.
Public/Not-for-profit Membership. Upon payment of annual dues, public/not-for-profit organizations, groups or agencies, including lake associations, municipalities, conservation organizations and conservancy districts, publicly owned utilities and governmental units which have an interest in lake and watershed management. A Public/Not-for-profit member shall be entitled to a single membership and shall designate in writing one individual adult to exercise the entitlements of membership.
Corporate Membership. Upon payment of annual dues, any public or private corporation incorporated within the United States of America. A Corporate Member shall be entitled to a single membership and shall designate in writing one individual adult, its Designee, to exercise the entitlements of membership.
Sustaining Membership. Upon payment of annual dues, any commercial, public or private corporation, organizations, or individuals wishing to contribute at a higher level because of their dedicated interest in the activities and future of the Corporation. A Sustaining Member shall be entitled to a single membership and shall designate in writing one individual adult, its Designee, to exercise the entitlements of membership.
Family Membership. Upon payment of annual dues, two individual adults sharing the same household and/or address, designated in writing at the time of paying dues, shall each be entitled to a single membership and to exercise the entitlements of membership.
Lifetime Membership. Nothing herein contained shall preclude the membership or the Board of Directors from granting a Lifetime Membership to a deserving adult person. A Lifetime Member shall meet the requirements of and have all the rights of a Membership Class 1, Individual Membership.
Section 4. Membership Class 2, Non-voting Membership. There shall be three classes of non-voting memberships.
Student Membership. Upon payment of annual dues, an individual person under the age of 18 years enrolled as a fulltime student in a K-12 or college-level curriculum for the majority of the year. Student members shall have no voting rights and shall not be entitled to hold elective office.
Associate Membership. Upon payment of annual dues, any individual, group, agency or entity wishing to ally themselves with the Corporation in a supportive and openly communicative role. Associate members shall have no voting rights and shall not be entitled to hold office.
Honorary Membership. Nothing herein contained shall preclude the membership or the Board of Directors, from granting an Honorary membership to deserving adult persons. An Honorary member shall be a Membership Class 2 member.
Section 4. Removal of Entity Designee. Nothing contained herein shall preclude a Membership Class 1 member, as defined in Articles of Incorporation Article V, Section 2, Subsections b, c and d above, from removing the designee of the member at any time, provided, however, that once removed as designee of the member the designee may not be reinstated as designee during the same calendar year. Notice of designee removal shall be in writing and shall take immediate effect upon receipt of said notice by the Secretary of this Corporation. A replacement designee shall be named simultaneously with the Notice of designee removal.
ARTICLE VI Voting Rights [Amended in its entirety 2005]
Section 1. Voting for the elected officials and establishment of organizational policies shall be done by representative voting, based upon the following:
Membership Class 1 Members. Each class one member shall have the full right to vote upon any question placed before the membership and shall have full and complete participation in the affairs of the Corporation, including, but not limited to, the right to hold elective office or serve on the board of directors of the Corporation.
Membership Class 2 Members. Membership Class 2 members shall have no voting rights in any of the affairs of the Corporation, and, may not hold elective office of the Corporation.
Section 2. Plurality. A simple majority vote of the voting membership present shall be required on all policy matters. The election of officers and directors shall be based upon a simple majority vote of the voting membership present.
Section 3. Multiple Memberships/Votes Prohibited. No individual person, corporation or organization as defined in Article V and entitled to membership in this Corporation shall accumulate or maintain multiple voting memberships and no individual person, corporation or organization as defined herein shall be entitled to more than one single vote as an entitlement of membership regardless of the number of memberships held.
a. If a designee pursuant to Article V of these Articles of Incorporation also holds an Individual Membership in this Corporation, then the Designee must designate another individual person for purposes of exercising the rights of membership.
Section 4. Proxy Voting. There shall be no voting by proxy at any meeting of the members.
Section 5. Dues Payment. No Membership Class 1 member shall cast a vote in any proceeding of this Corporation without first having paid required membership dues.
ARTICLE VII Directors [Amended in its entirety 2005]
Section 1. Number of Directors. The number of directors, including officers, as specified in the By-Laws, shall not be more than thirteen (13) nor less than three (3), which exact number is to be specified by the By-Laws of this Corporation. The minimum number shall be three (3) directors. In the event that the directors are more than three, then the directors shall serve on staggered terms, on a rotating basis, as such may be set out in the By-Laws of the Corporation. The presence of seven (7) directors shall constitute a quorum for the conduct of business, except in the event there are not thirteen (13) directors serving in which case a simple majority shall constitute a quorum.
ARTICLE VIII Initial Board of Directors. [Re-numbered in 2005 Amendments]
The names and addresses of the Initial Board of Directors are:
Henry Baker, Rt. 7, Box 357, Angola, IN 46703 Ted Hege, 7555 No. Maple, Columbia City, IN 46725 Margaret Smith, Rt. 7, Box 358, Angola, IN 46703 Richard Smith, Rt. 7, Box 358, Angola, IN 46703 Janis Markusic, 5825 Ashvale, Indianapolis, IN 46250 Karen Dehne, 114 So. Main St., Culver, IN 46511 Paul Glander, R. R. 2, Box 67, Roachdale, IN 46172 Bill Jones, 1305 Richland Dr., Bloomington, IN 47401
ARTICLE IX Incorporators [Re-numbered in 2005 Amendments]
The name(s) and address(es) of the Incorporator(s) are as follows:
Janis Markusic, 5825 Ashvale, Indianapolis, IN 46250
ARTICLE X Statement of Property [Re-numbered in 2005 Amendments]
A statement of the property and an estimate of the value thereof to be taken over by the Corporation at or upon its incorporation is as follows:
Treasury Balance: $1,083.00
ARTICLE XI Provisions for Regulation and Conduct of the Affairs of the Corporation [Amended in its Entirety 2005 and Re-numbered]
Other provisions consistent with the laws of this state, for the regulation and conduct of the affairs of the Corporation, and creating, defining, limiting or regulating the powers of the Corporation, the directors or the members of any class or classes of members are as follows:
Section 1. Power of the Board of Directors. Subject to any limitation or restriction imposed by the Indiana Not-for-profit Corporation Act, or any other law, or these Articles of Incorporation, the Board of Directors of the Corporation are hereby authorized to exercise, in furtherance of the purposes for which the Corporation was organized and as stated in Article II hereof, the power of the Corporation without previous authority or subsequent approval of the members of the Corporation.
Section 2. By-Laws. The Corporation, through its officers and directors shall have the power to enact all by-laws consistent with the operation of the Corporation and its purposes, providing for the procedure and rules upon which the Corporation shall thereafter operate.
Section 3. Dissolution. Upon dissolution of the Corporation the Board of Directors of the Corporation shall, after paying and making provision for the payment of all liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes and shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code, as the Board of Directors shall determine. "Any assets not subject to those provisions will become property of the State of Indiana pursuant to I.C. 23-71.1-23, or corresponding provisions of any future Indiana law.
Section 4. Meetings of Members. Meetings of the members of the Corporation shall be held at such time and at such place as may be specified in the respective notice or waiver of notice thereof.
Section 5. Meetings of Directors. Meetings of the directors of the Corporation shall be held at such place as may be specified in the respective notice or waiver of notice thereof, as established by the Corporation.
Section 6. Dues. The amount of dues required to be paid by the members of the Corporation shall be fixed by the Board of Directors subject to ratification by the voting membership as specified in the By-Laws. Dues shall be due and payable upon the first day of the fiscal year of the Corporation, which is also the calendar year beginning January 1, and shall be considered delinquent thereafter and all rights and privileges of membership shall cease.
Section 7. Annual Meeting. The annual meeting of members of the Corporation shall be held in such time and at such place within the State of Indiana as may be called by the Board of Directors of the Corporation, and as further set forth in the By-Laws of the Corporation.
Quorum. At any meeting of the members of the Corporation, the members present shall constitute a quorum.
Section 9. Vacancies in Office of Directors. A vacancy in the office of a Director of the Corporation shall be filled by appointment made by the remaining Directors, and any such Director so appointed shall hold office until the next annual meeting of the members of the Corporation. A vacancy in any of the elected officer positions of the Corporation shall be filled by the Board of Directors and the officer so appointed shall hold office until the next annual meeting of the members of the Corporation.
In order to provide continuation of staggered terms, as may be set forth in the By-Laws, any officer or director elected mid-term to complete a term, as provided in Section 9 above, shall be elected only for the remaining un-expired balance of the term.
(Originally signed by:)
Janis Markusic
INDIANA LAKES MANAGEMENT SOCIETY, Inc. BY-LAWS [Entire Document Amended in full 2005]
ARTICLE I Fiscal Year
Section 1. The fiscal year of this Corporation for purposes of financial accounts, record keeping and membership dues, shall be a Calendar Year beginning on January 1st and ending on December 31st.
ARTICLE II Meetings of Members
Section 1. Place of Meeting. Any or all meetings of the members, and of the board of directors, of the Corporation shall be held within the State of Indiana, provided that no meeting shall be held at a place other than as designated by the Board of Directors unless otherwise provided in the Articles of Incorporation.
Section 2. Annual Meeting of Members. An Annual Meeting of the members shall be held each year prior to the end of the second calendar quarter of that year at a time and at a place to be specified by the Board of Directors in an official notice to the membership given pursuant to these By-Laws. One of the purposes of the Annual Meeting shall be the election of a board of directors and officers.
a. The annual meeting shall be open to all qualified members of record without further requirement or consideration.
Section 3. Notice of Annual Meeting of Members. At least 60 days prior to the date fixed pursuant to this Article II of these By-Laws for the holding of the Annual Meeting of members, written notice of the time and place of such meeting shall be mailed as hereinafter provided, to each member of record entitled to vote at such meeting. Said Notice may be included in any other correspondence of the Corporation to the membership, provided that the notice shall be clearly identified and conspicuously placed in such correspondence.
Section 4. Delayed Annual Meeting. If, for any reason, the Annual Meeting of the members shall not be held on the day hereinbefore designated in a notice to members because of an emergency of any kind or character, the presiding officer shall without further notice adjourn the meeting from day to day until such meeting can be held and the same proceedings may be had thereat as at an Annual Meeting.
Section 5. Order of Business at Annual Meeting. The order of business at the annual meeting of the members shall be as follows:
Roll call. Reading of Notice and certification of mailing. Reading of minutes of last preceding membership meeting. Report of president. Report of secretary. Report of treasurer. Transaction of other business as mentioned in the notice. Election of Officers. Election of Directors. Adjournment.
In the absence of any objection, at the discretion of the presiding officer, the order of business may vary. In the event the agenda shall include amendment to the Articles of Incorporation or of the By-Laws then said amendment action shall precede the election of officers or of directors.
Section 6. Additional Business, Notice Thereof. No business not included in an Official Notice of any annual or special meeting shall be considered.
Section 7. Special Meeting of Members. A meeting of the members may be called at any time by the President, or by a majority of the Board of Directors, or by petition of not less than twenty percent (20%) of the membership. The method by which such meeting may be called is as follows: Upon receipt of a specification in writing setting forth the date and objects of such proposed special meeting, signed by the president, by a majority of the board of directors, or written petition as hereinbefore specified, the Secretary of this corporation, or an assistant secretary, shall prepare, sign and mail the notices requisite to such meeting.
Section 8. Notice of Special Meeting of Members. At least thirty (30) days prior to the date fixed for the holding of any special meeting of members, written notice of the time, place and purposes of such meeting shall be mailed to the last address as posted in the official record of membership, as hereinafter provided, to each member entitled to vote at such special meeting.
ARTICLE III Quorum and Rules of Order
Section 1. Quorum. The number of members present at any Annual or Special Meeting shall constitute a quorum for all matters to come before the members.
Section 2. Rules of Order. All meetings of the members and board of directors shall be conducted in accordance with the latest edition of Roberts Rules of Order, except where such conflicts with any public law or these By-Laws.
ARTICLE IV Board of Directors
Section 1. Number of Directors. The business, property and affairs of the Corporation shall be managed by a board of directors composed of 13 members including:
President Vice-President Secretary Treasurer Eight (8) Directors Past President
All officers and directors shall meet the qualifications of the Articles of Incorporation for a Membership Class 1 voting member. Further qualification for election to the board of directors, or to serve as an officer of the corporation shall be as follows: Prior to election to the board, the individual shall first have been a qualified member of the corporation. Prior to election to a position as an officer of the corporation, the individual must first have served not less than one full year as a member of the board of directors.
Section 2. Director’s Pay. All elected officers and directors shall serve without pay, provided, however, that each officer and director may be reimbursed for actual expenses incurred while conducting Corporation business, upon approval of the board of directors.
Section 3. Terms of Office. All officers and directors shall serve a term of two years, beginning at the conclusion of the annual meeting during which elected, and continuing until the conclusion of the second successive annual meeting of the members, except as provided in Article XI, Section 9, of the Articles of Incorporation.
Staggered Terms. In order to provide for continuity of the administration and business of the Corporation, the eight directors shall be divided into two (2) groups for the purposes of staggering terms. The purpose of this subsection is to provide that not more than four directors and not more than two officers shall be elected at the annual meeting in any one year, except in the case of filling a term as provided in Article XI, Section 9, of the Articles of Incorporation. The President and Vice President shall be elected in odd number years. The Secretary and Treasurer shall be elected in even numbered calendar years. Directors Group 1. There shall be four Directors in Directors Group 1 and they shall be elected in odd numbered years. Directors Group 2. There shall be three Directors in Directors Group 2 and they shall be elected in even numbered years.
Initial Transition. If, upon approval of these By-Laws, the existing directors are not divided into two groups as to terms of office as provided in subsection c above, then the two groups of directors shall be determined and drawn by lot and the groups so determined shall continue henceforth. Accordingly, upon approval of these By-Laws, the terms of the four serving officers of this corporation shall be determined pursuant to Article IV, Section 3, subsection a, of these By-laws by the odd or even numbered calendar year existing at the time of adoption and the terms of each shall continue henceforth. In order to assure this Subsection b is clear, the following interpretation will prevail: If these By-laws are adopted in an odd-numbered year, then the terms of the President and President Elect shall terminate and elections shall be held for President and Vice President immediately following adoption of these By-laws, pursuant to Article II, Section 5 of these By-Laws, and the terms of the Secretary and Treasurer shall continue. If these by-laws are adopted in an even-numbered year, then the terms of the President and President-elect shall continue with the title Vice President replacing the title “President Elect” and the terms of the Secretary and Treasurer shall terminate and elections shall be held for Secretary and Treasurer immediately following the adoption of these By-Laws, pursuant to Article II, Section 5 of these By-Laws.
Succession. Any officer or director may succeed himself or herself in that office, except in the case the President succeeds himself or herself, then the board of directors shall appoint a Past President Director pursuant to provisions of Article XI, Section 9 of the Articles of Incorporation.
Section 4. Area Represented. The board of directors may, from time to time at its sole discretion, designate geographical areas within the State of Indiana each to be represented by members of the board of directors as liaison. The board of directors may designate its members to each area of representation, but is not required to do so.
The President, Vice President, Secretary, Treasurer, and Past President, shall be excluded from the duties of area representation. Nothing contained in this Section 4 shall require a director who is designated to represent a specific area to reside within the geographical area represented.
Section 5. Election of Board of Directors. All officers and directors of the Corporation shall be Membership Class 1 members.
Nominations to the Board of Directors must be made during an open Annual Meeting or open called Special Meeting. A nomination may be made by a nominating committee report or by any qualified Membership Class 1 member in attendance. Nominations shall not be closed until after the presiding officer has called for open nominations from the floor for any director or officer position to be elected. Nominations may be made by a Nominating Committee which shall report its nominations during or prior to the Annual Meeting at which elections are to be held. The nominating committee shall be appointed by the president or by the Board of Directors. An officer or director is elected upon casting of a simple majority of Corporation members voting at the time of election. Each voting member may cast only one vote under each position to be elected. Ballots may be written or oral, at the discretion of the presiding officer. All nominations must carry a second, including those by a nominating committee. Except, however, that nominations made by a nominating committee report may carry a single second for the entire report which shall stand as a second for each individual nominated. In the case of written ballots, space shall be provided for any nominations from the floor as “write-in” candidates and the presiding officer shall appoint an Audit Committee of three Membership Class 1 members to safeguard, count, and certify all ballots. The Audit Committee shall immediately upon completion of tabulating ballots report the election results to the membership. Members of the Audit Committee need not be current members of the Board of Directors and no member nominated for election shall serve on the audit committee. The meeting session during which elections are held shall not be adjourned until after the election results are publicly reported to the membership. 1. The Audit Committee need not report the number of ballots cast for each individual in contested races, except in the instance of a challenge from the floor by a qualified member. In the case of a tie vote, the winner shall be determined by additional balloting.
Section 6. Power to Appoint Other Officers and Agents. The President with the majority vote by board of directors shall have the power to appoint such other officers and agents as the board may deem necessary for transaction of the business of the corporation and to fix their compensation.
Section 7. Removal of Other Officers and Agents. Any officer or agent may be removed by a majority vote of the board of directors whenever in the judgment of the board of directors the business interest of the corporation will be served thereby.
Section 8. Power to Fill Vacancies. The board of directors shall have the power to fill any vacancy in any office occurring from any reason whatsoever pursuant to Article XI, Section 9 of the Articles of Incorporation.
ARTICLE V Meetings of Directors
Section 1. Organizational Board of Director’s Meeting. At the place of holding the annual meeting of members and immediately following the same, the board of directors, as constituted upon final adjournment of such annual meeting, shall convene for the purposes of taking offices and transacting any other business properly brought before it. Provided further that the organizational meeting in any year may be held at a different time and place than that herein provided by consent of a majority of the directors of such new board.
Section 2. Regular Meetings of the Board. Regular meetings of the board of directors shall be held not less frequently than quarterly or at such time and place and at such frequency as the board of directors shall from time to time determine. No notice of regularly scheduled meetings of the board shall be required.
Section 3. Special Meetings of the Board. Special meetings of the board of directors may be called at the discretion of the President of the Corporation at any time by means of any written or telephone notice stating the time and place thereof to each director as the President of the Corporation shall deem sufficient. Action taken at any such meeting shall not be invalidated for want of notice if such notice shall be waived as hereinafter provided. The purpose of such special meeting need not be stated.
For the purposes of this Section, telephone notice shall include, but not be limited to, electronic mail, provided further that all members of the board of directors have the capability to receive electronic notices.
Section 4. Means of Communication. The Board of Directors may (a) permit a director to participate in a regular or special meeting by, or, (b) permit a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by such means shall be considered present in person at the meeting.
Section 5. Waiver of Notice. Notice of the time, place and purpose of any meeting of the Board of Directors, may be waived by telegram, electronic mail, or other writing either before or after such meeting has been held.
Section 6. Action by Written Consent. Any action required or directed to be taken at any meeting of the Board of Directors, or any committee hereof, may be taken without a meeting if a written consent describing such action is signed by each director or all committee members, as the case may be, and such written consent is included in the minutes or filed with the corporate records reflecting the action taken. Action taken by written consent shall be effective when the last director or committee member signs the consent, unless the consent specifies a prior or subsequent effective date. A consent signed as described in this Section 6 shall have the effect of a meeting vote and may be described as such in any meeting document.
a. Written Consent may also be given by electronic mail (e-mail) providing the board of directors, by resolution, has previously authorized such means of consent communication and all members of the board of directors are capable of participating in such electronic communication, and providing further, that complete copies of such electronic consent are included and recorded in the Minute Book of Records of this Corporation by the Secretary of the Corporation.
ARTICLE VI Officers
The terms of office of all officers of the Corporation shall be as set forth in the Articles of Incorporation for Directors.
Section 1. President. The President shall be elected by the voting membership of the corporation at an annual meeting. The President shall be the chief executive officer of the Corporation and shall have the general supervision of the affairs of the Corporation. The President shall preside over all meetings of the members and the board of directors, and shall have general and active management of the business of the corporation. The President shall see that all orders and resolutions of the board are carried into effect. The President shall be an ex-officio member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall be bonded at the option of the board of directors.
Section 2. Vice President. The Vice President shall be elected by the voting membership of the corporation at an annual meeting. The Vice President shall serve in the capacity of the President at all regularly called or special meetings in the absence of the President. In the event the President is incapacitated or unable to carry out the duties of President then the Vice President shall assume the duties of President. The Vice President shall be bonded at the option of the board of directors.
Section 2. Secretary. The Secretary shall be elected by the voting membership of the corporation at an annual meeting. The Secretary shall be the custodian of all official papers, books, and records of the Corporation, including the Official Minute Book, other than books of account and financial. The Secretary shall maintain an accurate and correct Official Record of Members. The Secretary shall attend all meetings of the members and of the board of directors and shall record, prepare, enter and preserve in books of the corporation true minutes of the proceedings of all such meetings. The Secretary shall give all notices required by statute, by-law, or resolution. The Secretary shall authenticate records of the Corporation as necessary. The Secretary shall perform such other duties as the President or Board of Directors may prescribe.
Electronic Records. The official record and books of the corporation shall be the written record. Nothing contained herein shall prohibit the Secretary from preparing official written records and books utilizing electronic media, providing that the written record shall prevail over electronic media.
Section 3. Treasurer. The Treasurer shall be elected by the voting membership of the corporation at an annual meeting. The Treasurer shall prepare and maintain complete and accurate records of account showing accurately the financial condition of the Corporation utilizing generally accepted accounting practices (GAAP). All notes, securities, and other assets coming into the possession of the Corporation shall be received, accounted for, and placed in safekeeping as the Treasurer may from time to time prescribe. The Treasurer shall furnish, whenever requested by the Board of Directors or the President or any member of the Board of Directors, a statement of the financial condition of the Corporation and shall perform the duties usual to such position and such other duties as the Board of Directors or President may prescribe. The Treasurer shall be bonded or insured against loss at the option of the board of directors.
Electronic Records. The official financial records of the Corporation may be maintained by electronic (computerized) means, provided, in the event of electronic financial record keeping, such records shall be in such form or forms as may be directed by the Board of Directors. 1. Security. In the event of electronic records, the Treasurer shall maintain duplicate electronic (back-up) copies of all records in a format permitting ease of audit and review as may from time-to-time be required by the Board of Directors. 2. Electronic Reports. The Treasurer shall prepare printed reports of electronic financial records at intervals and in a form usual and customary in financial record keeping, or as may be requested by the President or the Board of Directors.
Section 4. The Past President shall be an executive officer of the corporation for one (1) year following the completion of his or her term as President unless the President succeeds him or herself as President.
ARTICLE VII Committees
Section 1. Executive Committees. The Executive Committee of the Corporation shall consist of the President, Vice President, Secretary, Treasurer, and Past President. The Executive Committee shall have and exercise all of the authority of the Board of Directors in the management of the Corporation’s affairs during intervals between the meetings of the Board of Directors. The Executive Committee shall be subject to the authority and supervision of the Board of Directors.
Section 2. Other Committees. The Board of Directors may establish other committees, in addition to the Executive Committee, to accomplish the goals and perform the programs of the Corporation. Such committees shall have such responsibilities and powers as the Board of Directors shall specify. Members of such committees may, but need not, be members of the Board of Directors. A committee member appointed by the Board of Directors may be removed at any time by a majority vote of the Board of Directors with or without cause.
ARTICLE VIII Members and Dues
Section 1. Amount of Dues. The dues for various classes of members shall be established or altered by the board of directors, subject to ratification by the members at any annual or special membership meeting, at any time.
Section 2. Default in Dues. Any member in default in payment of dues and if, after notice, such default is not cured within a period of 30 days, the membership and all rights and privileges thereof of such member shall automatically cease and terminate.
Section 3. Removal from Membership. Any member may be removed from membership by a majority vote of the members present at any annual meeting or at any special meeting of the members, for conduct deemed prejudicial to this Corporation, provided, that such member shall have first been served with written notice of all accusations, shall have been given an opportunity to produce his witnesses, if any, and to be heard, at the meeting at which such vote is taken.
a. A member shall be deemed “served” within this Section 3 if the notice to the member has been placed in the United States Mail, addressed to the member’s last known official address of record on the books of the Secretary of this Corporation, not less than 15 days prior to the time of the meeting at which action is to be taken. Failure of member to receive said mailed notice shall not be sufficient to invalidate any action taken by the membership at such meeting.
ARTICLE IX Contracts, Checks, Loans Deposits and Gifts
Section 1. Contracts. The President, or other board member designated by the President, shall execute all contracts and other instruments, which shall have been first approved by the board of directors. Unless so authorized by the Board of Directors, no officer, agent, or employee shall have the power to bind the Corporation or to render it liable for any purpose or amount.
Section 2. Checks. All checks, drafts, or other orders for payment of money by the Corporation shall be signed by such person or persons as the Board of Directors may from time to time designate by resolution provided all such persons are bonded.
Section 3. Loans. Unless authorized by the Board of Directors by resolution, no loan shall be made by or contracted for on behalf of the Corporation and no evidence of indebtedness shall be issued in its name.
Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any gift, bequest, devise or other contribution for the purposes of the Corporation on such terms and conditions as the Board of Directors shall determine.
ARTICLE X Amendments
Section 1. These By-Laws may be amended by a majority vote of the membership at any Annual or Special meeting of the membership upon not less than sixty (60) days written notice containing the entire text of the proposed amendment.
ARTICLE XI Miscellaneous
Section 1. Unless the context otherwise requires, words of the masculine gender mean and include correlative words of the feminine and neuter genders and words imparting the singular number mean and include the plural number and vice versa.
Section 2. The term “board of directors” as used herein shall mean both officers and directors inclusively and collectively.
Section 3. Notices and Mailing. Unless otherwise provided, all written notices required to be given by any provision of these By-Laws shall state the authority pursuant to which they are issued (as “by order of the president”, or, “by order of the board of directors” as the case may be). Every mail notice shall be deemed duly served when the same has been deposited in the United States mail, with postage fully prepaid, plainly addressed to the addressee at his/her, or its last address appearing upon the Official Membership Record of this Corporation.
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