ARTICLE 1.
OFFICES
Section 1.1 – Principal Office
The principal office of the International Butterfly Breeders Association, Inc. (hereinafter “Corporation”) for the transaction of its business will be at the office of the Secretary of the Corporation.
Section 1.2 – Change of Principal Office
The location of the Corporation’s principal office can be changed only by amendment of these Bylaws and not otherwise.
Section 1.3 – Other Offices
The Corporation may also have offices at such other places where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.
ARTICLE 2.
PURPOSES
This Corporation is a non-stock trade association and is not organized for the private gain of any person. It is organized under the General Corporation Law of Delaware. The Certificate of Incorporation was signed by its sole incorporator on September 30, 1998 and was filed in the office of the Secretary of State of the State of Delaware on October 5, 1998. A certified copy of the Certificate of Incorporation can be found in the Minutes Book of the Corporation.
This Corporation is organized exclusively for trade association purposes within the meaning of Section 501 (c) (6) of the Internal Revenue Code. As such it is an association of persons having some common business interest, the purpose of which is to promote that common interest and not to engage in a regular business of any kind ordinarily carried on for profit.
The specific purpose of the IBBA is to support the growth and development of the commercial butterfly farming industry through a variety of means including research, grower education, market development, habitat conservation, and voluntary adherence to a code of ethics proscribing compassion, conservancy and integrity.
As a 501 (c) (6) organization, the Corporation may work for the enactment of laws to advance the common business interests of the organization’s Members.
ARTICLE 3.
MEMBERS
Section 3.1 – Classes of Membership and Eligibility
(This section modified by member vote December 2001, January 2003, January 2008)
3.1.1 Full Membership
Those individuals or entities that have paid a required membership fee as set forth by the Board of Directors of the Corporation will be considered eligible for Membership.
3.1.2 Corporate Membership Bylaws addition January 2009 – as agreed at Jan 2009 Annual Meeting. Subsequent para numbers incremented accordingly.
Corporate Membership covers all of the employees of that corporation. Corporate members have the same rights as Full members subject to the provisions of these Bylaws, with the exception that each Corporation will be limited to one vote or one Board seat at any time. Membership benefits, privileges, restrictions and dues will be set by the Board of Directors and are subject to annual review and modification.
3.1.3 Associate Membership
This class of membership is intended for interested parties who do not derive any income from the industry. These individuals, subject to the provisions of these Bylaws, will receive certain benefits of Membership in the Association with the exception of voting rights. Since Associate Members have no voting rights, they are ineligible to run for the Board of Directors or others offices in the Corporation. Membership benefits, privileges, restrictions and dues will be set by the Board of Directors and are subject to annual review and modification.
3.1.4 Student Membership
This class of membership is intended for interested students enrolled in an academic institution. Eligible students must derive no income from this industry. Upon proof of student status, these individuals, subject to the provisions of these Bylaws, will receive certain benefits of Membership in the Association with the exception of voting rights. Since Students have no voting rights, they are ineligible to run for the Board of Directors or other offices in the Corporation. Membership benefits, privileges, restrictions and dues will be set by the Board of Directors and are subject to annual review and modification.
3.1.5 Honorary Membership
From time-to-time the Board may bestow Honorary Membership to certain individuals. These individuals, subject to the provisions of these Bylaws, will receive all benefits of membership in the Association with the exception of voting rights. Since Honorary Members have no voting rights, they are ineligible to run for the Board of Directors or other offices in the Corporation. Honorary Membership status will be subject to annual Board review.
3.1.6 Sponsor Membership Bylaws addition January 2009 – as agreed at Jan 2008 Annual Meeting
This class of membership is intended for interested parties who derive income (although possibly indirectly) from the industry. These individuals, subject to the provisions of these Bylaws, will receive certain benefits of Membership in the Association with the exception of voting rights. Since Sponsor Members have no voting rights, they are ineligible to run for the Board of Directors or others offices in the Corporation. Membership benefits, privileges, restrictions and dues will be set by the Board of Directors and are subject to annual review and modification.
Section 3.2 – Non-refundable Dues
Non-refundable Annual dues as set forth by the Board of Directors of the Corporation will be due and payable by January 1 of each year. The membership term will be from January 1 to December 31.
Section 3.3 – Voting Rights
Members, subject to the provisions of Article III, Section 5, shall be entitled to full participation, the right to make motions, to speak in debate on them and to vote, in person or by proxy, at the Annual Meeting of the Corporation. Members shall also be entitled to full participation, the right to make motions, to speak in debate on them and to vote at special meetings of the Corporation which may be called by the President or Executive Committee or Board of Directors and subject to the provision of Article III, Section 5.
Section 3.4 – Annual Meeting of Membership
(This section modified by vote of the members December 2001)
The regular Annual Meeting of the Corporation will be held in the month of December or as soon as practical thereafter, but in no case more than 15 months from the prior Annual Meeting. The Annual Meeting of the Corporation shall be for the purpose of accepting the results of the election of the Board of Directors for the term(s) beginning January 1 and for any other business that may be brought before the meeting. One fourth (1/4) of the Voting Members shall constitute a quorum at a meeting of the Members. The Annual Meeting of the Corporation may be held via electronic mail, computer connection, telephonic conferencing or in any other manner acceptable to the Board of Directors.
Section 3.5 – Other Meetings
Members may request to attend any meeting and the right to do so will be at the discretion of the Chair. Subject to the provisions of Section 9 of this Article, attendance under this Section will not include the right to address the Board or to participate in the discussion. No Members will be allowed to attend meetings convened into ‘executive’ or ‘closed session’.
Section 3.6 – Conflict of Interest
No Member of the Corporation should vote on a question in which he/she has a direct personal or pecuniary interest not common to other Members of the Corporation. The rule on abstaining from voting on a question of direct personal interest does not mean that a Member is prevented from voting for himself/herself for an office or other position to which Members generally are eligible, nor from voting when other Members are included with him/her in a motion. The Board may declare a Member in conflict of interest where it believes a conflict exists.
Section 3.7 – Right of Abstention
A Member cannot be compelled to vote and may declare himself/herself in abstention.
Section 3.8 – Disciplinary Procedures and Termination of Membership
The Corporation, as an organization, has the ultimate right to require that its Members refrain from conduct injurious to the organization or its purpose. When speaking on behalf of the Association, Members will conduct themselves in a professional and respectful manner. Disciplinary procedures will be determined by vote of the Board of Directors.
Section 3.9 – Request to Address the Directors
Every Member has the right to request an opportunity to address the Board of Directors or to have an item of business or other interest brought before the Board; the right and limitations thereof, to address the Board or bring business before the Board will be at the discretion of the Chair.
Section 3.10 – Members’ Inspection Rights
Any Member, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s list of Members and its other books and records and to make copies of extracts therefrom. A proper purpose shall mean a purpose reasonable related to such person’s interest as a Member. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney, or such other writing which authorized the attorney or other agent to so act on behalf of the Member. The demand under oath shall be directed to the Corporation at its registered office in the State of Delaware or at its principal place of business.
ARTICLE 4.
DIRECTORS
Section 4.1 – Number
The Corporation shall have between five (5) and eleven (11) Directors, the exact number to be fixed from time-to-time by the Board and collectively they shall be known as the Board of Directors (The “Board”). At no time will the Board of Directors lower the initial fixed number (nine) of Directors if there are qualified members willing to serve as such. Newly created Directorships (over the initial fixed number) shall be filled at the next annual election of Directors.
Section 4.2 – Powers
Subject to the provisions of the General Corporation Law of Delaware and any limitations in the Certificate of Incorporation as well as these Bylaws relating to action required or permitted to be taken or approved by the Members, if any, of this Corporation, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
Section 4.3 – Duties
It shall be the duty of the Directors to:
a. Perform any and all duties imposed on them collectively or individually by law, by the Certificate of Incorporation of this Corporation, or by these Bylaws. b. Appoint, and remove, employ and discharge, and, except, as otherwise provided in these Bylaws, proscribe the duties and fix the compensation, if any, of all officers, employees and agents of the Corporation. c. Supervise all Officers, and agents and employees of the Corporation to assure that their duties are performed properly. d. Fix the hour and place of meetings subject to the requirements of these Bylaws. e. Register their addresses and e-mail if applicable, with the Secretary of the Corporation; notice of meetings, announcements and other information shall be deemed given when issued to any of these registered addresses.
Section 4.4 – Terms of Office
Each Director shall hold office for a two-year term and until his or her successor is elected and qualified by the Members of the Corporation. Two-year terms will be staggered. Class 1 Directors’ terms shall expire at the first Annual meeting after classification. Class 2 Directors’ terms shall expire 1 year thereafter. At each annual election held after such classification and election, Directors shall be chosen for a full two-year term to succeed those whose terms expire.
To allow for a reasonable rotation in office, no Board Member shall be eligible to serve for more than 4 consecutive terms. A Board Member who has served more than half a term is considered to have served a full term. There will be no limit to number of times one may serve as a Director.
Section 4.5 – Election of Directors
Directors shall be nominated and elected by Members of the Corporation for openings created by expiration of a Board Member’s term. Elections shall take place prior to expiration of the Directors’ terms.
A nominating ballot will provide the Members of the Corporation with an indication of the nominations made. Since each Member has the opportunity to nominate a candidate by his/her nominating ballot, no nominations will be taken from the floor, unless the assembly by a majority vote authorizes such nominations. Self nominations are acceptable. Under no circumstances will the nominating ballot be considered the voting ballot. The initial nominating ballot will be distributed 3 weeks prior to the regular election for the Board of Directors. All individuals nominated are required to accept their nomination in writing to the Board at least one week prior to preparation of the final ballot. The nominating ballot would become a slate only if the number of nominations is less than or equal to the number of positions open for election. In the case of a slate, Members of the Corporation will be asked for a vote of confidence on the slate.
In the case of no slate, voting will then be made by ballot. Ballots may be cast by paper, electronically, or in any other way deemed appropriate by the Board of Directors; the ability to vote via paper ballots will be available to those who request it. The format of the ballot will be determined by the Chair and will be presented in such a manner as to ensure confidentiality. Cumulative voting for the election of Directors shall not be permitted. The Chair will appoint at least (two) 2 tellers to distribute, collect and count the ballots and to report the vote. Directors shall be elected by a plurality of the votes of the Members. In the event of a tie, a run-off election will be held between the tied candidates.
The tellers will not have a direct personal involvement in the result of the vote. It will be the responsibility of the Chair to close the polls and to announce the results. The teller(s)’ report shall consist of the number of votes cast in total as well as the results of the election. The teller(s)’ report will be entered in full in the minutes, becoming a part of the official records of the organization.
Section 4.6 – Removal from Office
Subject to any other Article in these Bylaws, any regularly elected Officer or Board Member of the Corporation can be removed from office because of misconduct or neglect of duty in office, by a 2/3 majority vote of the Board of Directors.
Section 4.7 – Compensation
Directors shall serve without compensation except that the Board may authorize reimbursement of reasonable expenses incurred by Board Members in connection with attendance at Board meetings. In addition, the Board may authorize a reasonable advance or reimbursement to Directors for expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the Corporation in any other capacity unless such reasonable compensation is permitted under Section 4.8 of these Bylaws.
Section 4.8 – Interested Persons as Directors
Notwithstanding any other provision of these Bylaws, not more than twenty-five percent (25%) of the persons serving on the Board may be interested persons. For purposes of this Section, “interested persons” means either:
a. any person currently being compensated by the Corporation for services rendered it within the previous twelve (12) months; such service may include compensation as a full or part-time Officer, employee, independent contractor, or otherwise, but shall exclude any reasonable compensation paid to a Director; or b. any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
Section 4.9 – Regular, Annual and Special Meetings
a. Regular meetings shall be held at least quarterly and shall be called by the President, or any two Directors, on such date, time and place as the Board shall determine. Regular meetings may be held in person, via electronic mail, computer connection or telephonic conferencing or in any other manner acceptable to the Board of Directors. b. The Annual Meeting of the Board shall be held following the Annual Meeting of the Corporators on such date, time and place as the Board shall determine. The Annual Meeting may be held via electronic mail, computer connection, telephonic conferencing or in any other manner acceptable to the Board of Directors. c. Special Meetings of the Board may be called by the President, the Vice President, the Secretary, or by any two Directors, and such meetings may be held at the place within or without the State of Delaware, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the Corporation or via electronic mail, computer connection or telephonic conferencing or in any other manner acceptable to the Board of Directors.
Section 4.10 – Notice of Meetings
a. Adequate notice of regular meetings of the Board shall be given to the Directors. b. Notice of the Annual Meeting shall be given to the Directors not more than 30 days nor less than 10 days prior to the meeting. c. Special meetings require 48 hours notice. d. Notice of the time and place of holding a subsequent meeting (hereafter “adjourned meeting” for the purpose of finishing the business at hand, need not be given to Directors in attendance at the meeting adjourned if the time and place of the adjourned meeting are fixed at the original meeting if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to Directors absent from the original meeting.
Section 4.11 – Contents of Notice
Notice of meetings not herein described shall specify the place, day and hour of the meeting. The purpose of any Board meeting need not be specified in the notice.
Section 4.12 – Waiver of Notice and Consent to Holding Meetings
The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present, and provided further that either before or after the meeting, each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals, shall be filed with the Corporate records or made a part of the minutes of the meeting.
Section 4.13 – Quorum for Meetings
a. A quorum shall consist of a majority of Directors. b. Except as otherwise provided in these Bylaws or in the Certificate of Incorporation of this Corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. A majority of the Directors present at such a meeting should fix the time for an ‘adjourned meeting’ and then adjourn. c. When the Chair has called a meeting to order after finding that a quorum is present, the continued presence of a quorum is presumed unless the Chair or a Member of the Board notices that a quorum is no longer present, at which time it is the Chair’s duty to declare that fact and adjourn the meeting; the remaining Directors present may fix the time for an ‘adjourned meeting’ if necessary. d. When a meeting is adjourned for lack of a quorum, the provisions of Article IV, Section 10 will be followed.
Section 4.14 – Majority Action as Board Action
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board, unless the Certificate of Incorporation or Bylaws of this Corporation, or provisions of the General Corporation Law of Delaware, particularly those provisions relating to appointment of committees, approval of contracts or transactions in which a Director has a material financial interest and indemnification of Directors, require a greater percentage or different voting rules for approval of a matter by the Board.
Section 4.15 – Board Action Requiring 2/3 Majority Vote
Items requiring a 2/3 majority vote, subject to the Certificate of Incorporation or provisions of the General Corporation Law of Delaware will include: action to purchase or sell real estate, adoption of a motion that amends or rescinds something previously adopted; action to discharge a committee appointed by the Board before the committee is ready to report; action to expel from membership, action to remove from office, action to convene a meeting into executive or closed session and action to amend the Certificate of Incorporation.
Previous notice, at least briefly describing the substance, of any action requiring 2/3 majority vote must be given at the preceding meeting, or must be included in the ‘call’ for the meeting at which it is to be considered.
Section 4.16 – Conduct of Meetings
Meetings of the Board shall be presided over by the Chairperson of the Board (hereinafter “Chair”), usually the President of the Corporation, or in his or her absence, by the Vice-President of the Corporation, or in the absence of each of these persons by a Chair chosen by a majority of the Directors present at the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Board, provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.
Section 4.17 – Action by Unanimous Written Consent Without Meeting
Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. For the purposes of this section only, “all members of the Board” shall not include any “interested Director”. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board without a meeting and that the Bylaws of this Corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority. Written consent shall be deemed valid if given via electronic mail or facsimilie. The Secretary will have the right to verify written consent if given electronically, by requesting verbal or more extensive written verification of any or all of the Director’s actions.
Section 4.18 – Mid-Term Vacancies
a. Mid-Term Vacancies on the Board may exist on the death, resignation or removal of any Director. The expiration of a Director’s term shall not constitute a mid-term vacancy. b. The Board may declare vacant the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Delaware Corporation Law. c. Directors may be removed with or without cause by a 2/3 majority vote of the Directors then in office. d. Any Director may resign upon giving written notice to the Chairperson and/or President of the Corporation, the Secretary or the Board of Directors. Such resignation becomes effective the date therein unless the notice specifies otherwise. A Director may not resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General of the State of Delaware. e. Mid-term vacancies on the Board may be filled by approval of the Board or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office, (2) the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining Director. If this Corporation has Members, however, vacancies created by the removal of a Director may be filled only by the approval of the Members. The Members, if any, of this Corporation may elect a Director at any time to fill any mid-term vacancy not filled by the Directors.
f. A person elected to fill a vacancy as provided in this Section shall hold office for the remainder of that unexpired term or until the next regular election of the Board of Directors or until his or her death, resignation or removal from office.
Section 4.19 – Non-Liability of Directors
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
Section 4.20 – Indemnification by Corporation of Directors, Officer, Employees and Other Agents.
a. To the extent that a person, who is, or was, a Director, Officer, employee or other agent of this Corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the Corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. b. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this Corporation but only to the extent allowed by, and in accordance with the requirements of Delaware Corporation Law.
Section 4.21 – Insurance for Corporate Agents
The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a Director, Officer, employee or other agent of the Corporation) against any liability other than for violating provisions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of Delaware Corporation Law.
ARTICLE 5.
OFFICERS
Section 5.1 – Number of Officers
The Officers of this Corporation shall be a President, a Secretary and a chief financial officer who shall be designated the Treasurer. The Corporation may also have, as determined by the Board, a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairperson of the Board.
Section 5.2 – Qualification, Election, and Term of Office
Any Member in good standing may serve as Officer of this Corporation. Nominations for Officers may be made by Board Members. Officers shall be elected by ballot by majority vote of the Directors. Ballots may be cast by paper, electronically, or in any other way deemed appropriate by the Board. Two tellers will be appointed to receive and report on the balloting. Elections will take place as soon as possible after annual election of the new Board. Mid-term vacancies will be filled by majority vote of the Directors. Each Officer shall hold office from the end of the meeting at which the Officer is installed for one (1) year, or until his or her successor shall have been duly elected and shall have qualified, or until his or her death or until he or she shall resign or shall have been removed from the office or is otherwise disqualified to serve, whichever occurs first.
Section 5.3 – Subordinate Officers
The Board may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board.
Section 5.4 – Removal and Resignation.
Any Officer may be removed, with or without cause, by the Board, at any time. Any Officer may resign at any time by giving written notice to the Board or to the President or Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board relating to the employment of any officer of the Corporation. Election of an Officer shall not of itself create contract rights.
Section 5.5 – Mid-Term Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise of any Officer shall be filled by vote of the Board for the unexpired term of that office. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of Officers appointed at the discretion of the Board may or may not be filled as the Board shall determine
Section 5.6 – Duties of President
The President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board, supervise and control the affairs of the Corporation and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Certificate of Incorporation of this Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board. Unless another person is specifically appointed as Chairperson of the Board, he or she shall preside at all meetings of the Board. If applicable, the President shall preside at all meetings of the Members. In order to ensure against loss, the President shall keep duplicate copies of minutes and other documents as sent to him/her from the Secretary. Except as otherwise expressly provided by law, by the Certificate of Incorporation, or by these Bylaws, he or she shall, in the name of the Corporation execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board.
Section 5.7 Duties of Vice President
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice-President shall have other powers and perform such other duties as may be prescribed by law, by the Certificate of Incorporation, or by these Bylaws, or as may be prescribed by the Board.
Section 5.8 – Duties of Secretary.
The Secretary shall:
a. Certify and keep at the principal office and send to the office of the President of the Corporation and/or at such other place as the Board may determine the original, or a copy, of these Bylaws as amended or otherwise altered to date. b. Keep at the principal office with one additional copy sent to the President of the Corporation and/or at such other place as the Board may determine, a book of minutes of all meetings of the Directors and all meetings of the Members and, if applicable, meetings of Committees of Directors, recording therein the time and place of holding, whether regular or special, how convened, that is in person or by telephone conferencing or electronically, the names of those present or represented at the meeting, and the proceedings thereof. c. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. d. Be custodian of the records and of the seal of the Corporation and see that the seal is affixed to all duly executed documentation on behalf of the Corporation as authorized by law or these Bylaws. e. Exhibit at all reasonable times to any Director of the Corporation, or to his or her agent or attorney, upon request, the Bylaws, the Certificate of Organization, and the minutes of the proceedings of the Directors or of the Members of the Corporation.
f. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Certificate of Incorporation of this Corporation, or by these Bylaws, or which may be assigned to him or her from time-to-time by the Board of Directors.
Section 5.9 – Duties of Treasurer
Subject to the provisions of Article 7 of these Bylaws relating to the “Execution of Instruments, Deposits and Funds”, the Treasurer shall:
a. Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit, in a timely manner, all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. b. Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever. c. Disburse or cause to be disbursed the funds of the Corporation as may be directed by the Board and maintain proper documentation, such as invoices. d. Keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its assets, liabilities, income, expenses, gains and losses. e. Exhibit the books of account and financial records to any Director of the Corporation, or to his or her agent or attorney, upon reasonable request.
f. Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation.
g. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
h. Prepare, or cause to be prepared, annual reports and/or Corporate tax returns and/or supplemental reports as required by federal, state and/or local governmental authorities.
i. Disclose, on an annual basis, the amount of Members’ dues used, if any, by the organization for lobbying or political activities.
j. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be assigned to him/her or her from time-to-time by the Board.
Section 5.10 – Compensation
The salaries of the Officers, if any, shall be fixed from time-to-time by resolution of the Board of Directors, and no Officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the Corporation, and subject to Section 4.8 of these Bylaws. In all cases, any salaries received by Officers of this Corporation shall be reasonable and given in return for services actually rendered the Corporation which relate to the performance of the non-profit purposes of this Corporation.
ARTICLE 6.
STANDING COMMITTEES AND TASK TEAMS
Section 6.1 – Standing Committees
Standing Committees may be appointed by the President at or following the annual installation of Officers and will serve for one year or until their successors are appointed. Such Committees may consist of persons who are not also members of the Board. Standing Committees shall act in an advisory capacity to the Board.
Section 6.2 – Task Teams
Task Teams may be created by resolution passed by a majority of the Board. These Task Teams may be formed from time-to-time as deemed necessary or advisable pursuant to resolution of the Board. Such teams may consist of persons who are not also members of the Corporation.
Section 6.3 – Conduct of Committee Meetings
The Board may adopt rules and regulations pertaining to the conduct of meetings of Task Teams and Standing committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE 7.
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
Section 7.1 – Execution of Instruments
The Board, except as otherwise provided for in these Bylaws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or 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. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract, or engagement or to pledge its credit, or to render it liable monetarily for any purpose or in any amount.
Section 7.2 – Checks and Notes
Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the Corporation shall be signed by the Treasurer.
Section 7.3 – Deposits
All funds of the Corporation shall be deposited in a timely manner to the credit of the Corporation in the banks, trust companies, or other depositories as the Board may select.
Section 7.4 – Gifts
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the trade association purposes of this Corporation.
ARTICLE 8.
CORPORATE RECORDS, REPORTS AND SEAL
Section 8.1 – Maintenance of Corporate Records
In order to ensure preservation of the records of the Corporation against damage or loss, the Corporation shall keep at its principal office and the Office of the President and/or at such other place as the Board shall determine:
a. Minutes of all Directors’ meetings, Members’ meetings and Committee meetings, indicating the place of holding of such meeting, whether regular or special, the names of those present and the proceedings thereof. b. Records of accounts receivable and accounts payable and financial statements which will include the Balance Sheet and Revenue and Expense Statements for each year; c. A record of its Members, if any, indicating their names and addresses and, if applicable, the class of membership held by each Member and the termination date of any membership; d. A copy of the Corporation’s Certificate of Incorporation and Bylaws as amended to date, which shall be open to inspection by Members of the Corporation at all reasonable times during office hours.
Section 8.2 – Corporate Seal
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the Corporation or at such other place as the Board shall determine. Failure to affix the seal to Corporate instruments, however, shall not affect the validity of any such instrument.
Section 8.3 – Annual Report
The Board shall cause an annual report to be furnished not later than one hundred twenty (120) days after the close of the Corporation’s fiscal year to all Directors of the Corporation and to Members who request it in writing. The Annual Report will contain the year-end Financial Statements as described in Article V, Section 9. The Annual report shall be accompanied by any audits of independent accountants, or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.
Section 8.4 – Annual Statement of Specific Transactions and Indemnifications
This Corporation shall mail or deliver to all Directors and any Members making a request in writing, as part of the Annual Report, or as a separate document, a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:
a. Any transaction in which the Corporation, or its parent or its subsidiary was a party, and which involves a direct or indirect material financial interest with: · any Director or Officer of the Corporation, its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or · any holder of more than ten percent (10%) of the voting power of the Corporation, its parent or its subsidiary. b. The above statement must be provided with respect to the following: · a transaction during the previous fiscal year involving more than TWO THOUSAND DOLLARS ($2,000) or which was one of a number of transactions with the same person that totaled more than TWO THOUSAND DOLLARS ($2,000);
· indemnifications or advances totaling more than TWO THOUSAND DOLLARS ($2,000) paid during the previous fiscal year to any Director or Officer. Such statement need not be made if such indemnification was approved by the Members.
Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person’s relationship to the Corporation, the nature of such person’s interest in the transaction and, where practical, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.
ARTICLE 9.
FISCAL YEAR
The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.
ARTICLE 10.
AMENDMENT OF BYLAWS
As mandated in the Delaware General Corporation Law, the power to adopt, amend or repeal the Bylaws shall be with the Corporation’s Members entitled to vote.
ARTICLE 11.
AMENDMENT OF CERTIFICATE OF INCORPORATION
Amendment of the Certificate of Incorporation of the Corporation dated the 30th day of September, 1998 and filed on the 5th day of October, 1998 in the Division of Corporations, State of Delaware may be adopted by 2/3 majority approval of the Board. However, this Corporation shall not amend its Certificate of Incorporation to alter any statement which appears in the original Certificate of Incorporation regarding the name and address of the first Incorporator of this Corporation nor the name and address of its initial agent, (except to correct an error in such statement) or to delete such statements after the Corporation has filed such information with the Secretary of the State of Delaware.
ARTICLE 12.
PROHIBITION AGAINST SHARING
No Member, if any, Director, Officer, employee, or other person connected with this Corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation. However this provision shall not prevent payment to any such person or reasonable compensation for services performed for the Corporation in effecting any of its trade association purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the Corporate assets on dissolution of the Corporation. All Members, if any, of the Corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board shall be distributed among the entities listed under the Wings of Hope Project.
ARTICLE 13.
PARLIAMENTARY AUTHORITY
The rules contained in the latest edition of Roberts Rules of Orders shall serve as a guideline for the Corporation in cases where clarification is warranted and to such extent that they are not inconsistent with the Bylaws or the special rules of order of this Corporation.
ARTICLE 14.
ANTI-TRUST POLICY
Section 14.1
It is the undeviating policy of the Corporation to comply strictly with the letter and spirit of all federal, state and applicable internal trade regulaitons and antitrust laws. Any activities of the Corporation or Corporation-related actions of its staff, officers, Directors or Members which violate these regulations and laws are detrimental to the interests of the Corporation and are unequivocally contrary to policy.
Section 14.2
Implementation of Antitrust Compliance Policy.
Implementation of the antitrust compliance policy of the Corporation shall include, but shall not be limited to the following:
a. All Corporation activities or discussions shall be avoided which might be construed as tending to: (1) raise, lower, or stabilize prices, monopolization, or in any way violate federal, state or applicable international trade regulations and antitrust laws. b. No Officer, Director or Member of the Association shall make any representation in public or private, orally or in writing, which states, or appears to state, an official policy or position without the prior approval of the Board of Directors. If any Officer, Director or Member makes such a statement without approval and the Board determines said statement to be contrary to the Corporation’s antitrust compliance policy, that Officer, Director or Member shall be subject to disciplinary measure up to, and including, termination.
(Adopted 3/20/00. Amended 12/01, 01/03, 01/08, 01/09, 01/21.)
End of Bylaws