IMCA BYLAWS
Adopted
by the Board of Directors;
August 26, 2005
|
Preamble
Article I. Purposes,
Goals, and Objectives
Section 1. Purposes
Section 2. Philosophy
Section 3. Goals
Article II. Members
Section 1. Membership
A. Regular
Members
B. Honorary
Members
Section 2. Admission
Section 3. Annual Membership
Section 4. Dues and Assessments
Section 5. Limitation of Voting Rights
Section 6. Meetings of Members
A. Annual
Meeting
B. Special
Meetings
Section 7. Place of Meeting
Section 8. Notice of Meetings
Section 9. Record Date
Section 10. Members' Lists
Section 11. Action by Written Ballot
Section 12. Action by Electronic Ballot
Section 13. Quorum
Section 14. Resignation
Section 15. Expulsion or Suspension
A. Expulsion
or Suspension for Cause
B. Expulsion
for Nonpayment of Dues
Section 16. Reinstatement
Section 17. Transfers
Article III.
Board of Directors
Section 1. General Powers
Section 2. Number and Tenure
Section 3. Election of Directors
Section 4. Qualifications of Directors
Section 5. Regular Meetings
Section 6. Special Meetings
Section 7. Notice
Section 8. Quorum
Section 9. Manner of Acting
Section 10. Reports to the Membership
Section 11. Vacancies and Removal
Section 12. Compensation
Section 13. Action Without a Meeting
Section 14. Telephone Meetings
Article IV. Officers
Section 1. Officers
Section 2. Election and Term of Office
Section 3. Vacancies and Removal
Section 4. President
Section 5. Secretary
Section 6 Treasurer
Article V. Committees
Section 1. Standing Committees
Section 2. Limits on Authority of
Committees
Section 3. Term of Office
Section 4. Vacancies
Section 5. Quorum
Section 6. Rules
Section 7. Advisory Committees
Article VI. Shares
of Stock and Dividends Prohibited
Article VII.
Loans to Directors and Officers Prohibited
Article VIII.
Actions Against Officers and Directors
Article IX. Contracts,
Loans, Checks, Deposits
Section 1. Contracts
Section 2. Loans
Section 3. Checks, Drafts, Etc.
Section 4. Deposits
Article X. Books
and Records
Section 1. Books and Records
Section 2. Financial Statements
Article XI. Waiver
of Notice
Article XII.
Amendments of Articles and Bylaws and Code of Ethics
Section 1. Amendment of Articles of
Incorporation
Section 2. Amendment of Bylaws
Section 3. Amendment of Code of Ethics
Article XIll. Choice of Law
and Choice of Forum
Section 1. Choice of Law
Section 2. Choice of Forum
Article XlV.
Robert's Rules of Order Revised
Article XV. Headings
Bylaws
of the International Meteorite Collectors Association Inc.
Adopted by the Board of Directors.
August 26 , 2005.
Preamble
The mission of the International Meteorite Collectors Association Inc.
(IMCA) is to improve conditions in the meteorite sales market. The Association demonstrates its
commitment to excellence by utilizing resources that maintain
accurate and ethical business techniques among it's members.
Article
I. Purposes, Goals, and Objectives
Section
1. Purposes
The purposes for which this Association is organized are:
A.
To encourage and promote 'authenticity' in regards to meteoritic sales by
members, all within the meaning of Section 501(c)(6) of
the Internal Revenue Code;
B. To encourage and promote member 'guarantees'
for authenticity of sales, all within
the meaning of Section 501(c)(6) of the Internal Revenue
Code;
C. To encourage and promote verification, certification,
accurate labeling and histories of specimens
for sale, all within the meaning of Section 501(c)(6)
of the Internal Revenue Code;
D. To promote and establish a Code of Ethics for members,
all within the meaning of Section 501(c)(6) of the Internal
Revenue Code;
E. To engage in any lawful activity for which corporations
may be organized under Nevada Revised Statues Chapter
82 for Nonprofit Corporations, none of which is for
profit, and within the meaning of Section 501(c)(6) of the
Internal Revenue Code of 1986.
Section
2. Philosophy
The philosophy of the Association shall be: 'Authenticity' of specimens
(according to standards of the Nomenclature Committee of the Meteoritical Society)
is a key aspect of meteoritic transactions. Each Association member recognizes his
responsibility for 'authenticity' as well as 'monitoring' the sales of fellow members.
This individual and group commitment not only helps ensure 'authenticity' but also
encourages buyer confidence.
Section
3. Goals
The goals of the Association shall be:
A.
To serve the needs of the membership;
B. To promote a positive image of meteorite collecting;
C. To contribute to the educational aspects of meteorite collecting;
D. To promote verification and classification of newly found meteorites;
E. To establish, and to promote a cooperation and good relations between
private collectors, meteorite dealers, scientists, laboratories, museums,
and all other parties, and institutions involved into meteorites, and meteoritics;
F. To increase the visibility of the Association;
and
G. To actively recruit members and encourage involvement
of all professionals.
ARTICLE
II. MEMBERS
Section
1. Membership
The Association shall have one (1) class of membership.
The designation of this class and the qualifications and
rights of the membership shall be as follows:
A.
Regular Members. There shall be one class of
members who shall be entitled to vote in all matters subject
to vote by the membership. Regular members shall be entitled
to logos and use of membership in sales or advertising.
B. Honorary Members. The one class
of honorary members will be phased out as of Jan 1, 2006.
Honorary members shall have no voting rights and no
use of logos or use of membership in sales or advertising.
Section
2. Admission
The Membership Committee as provided for in these bylaws shall admit members.
An affirmative vote of a majority of the Committee members shall be required for admission.
The board of directors may from time to time prescribe the contents of the member application,
but if not so prescribed, it shall contain the name, address, email address, telephone number (optional),
all Ebay names (if any), and names of two recommending members of the prospective member.
Acceptance of an applicant for membership is made on the condition that the applicant accepts the
terms and conditions of membership, Code of Ethics and agrees to abide by these bylaws.
Recommending members shall bear a measure of responsibility for the endorsee.
Section
3. Continued Membership
The board of directors may from time to time set requirements for continued membership, including,
but not limited to, the payment of periodic dues and/or Code of Ethics compliance. Members are
required to inform the Association of changes in : address, email address, telephone number (optional),
and Ebay name(s) (if any). Any member whose dues remain unpaid for more than 30 days shall
be suspended and no longer a member, and, in addition to the other requirements set forth in
these bylaws, shall not be eligible to serve in any elected or appointed capacity for the Association.
Section
4. Dues and Assessments
The annual dues for Regular members shall be determined
by the board of directors. Payment of dues will be
in advance and shall be a condition precedent to membership
in good standing. The membership year for regular membership
shall begin January 1 and end December 31.
The board of directors shall fix by resolution any assessments,
registration fees, or other special fees for members.
Any changes in dues or assessments shall be posted to all
members via the Mailing List with an effective date of no less than 30 days from
the date of the notice. Posting of the notice in the Association's
web site may fulfill this requirement of notice. The board of directors may waive
dues for members of special circumstances.
Section
5. Limitation of Voting Rights
Each regular member
shall be entitled to one vote on each matter submitted to
a vote of the voting members of the Association, except as
otherwise limited by these bylaws.
Section
6. Meetings of Members
A.
Annual Meeting. The annual
meeting of the Association shall be held in or out of the
state of Nevada on such date as the board may designate,
at a time and place approved by the board of directors for
the purpose of electing directors and for the transaction
of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated
for any annual meeting of the members or at any adjournment
thereof, the board of directors shall cause the election
to be held at a special meeting of the members as soon thereafter
as may be convenient.
B. Special Meetings. Special meetings of the members shall
be called by the Board of Directors, the Chairperson of the Board or
the President of the corporation, or, if different, by the persons specifically
authorized under Nevada Revised Statues Chapter 82 for Nonprofit
Corporations to call special meetings of the members.
Section
7. Place of Meeting
The annual meeting or special meetings of the members may be held at the
principal office of the Association or at such other place in or out the state
of Nevada as the board of directors may from time to time designate. If no
designation is made for any annual or special meeting of the members,
the place of meeting shall be the principal office of the Association.
Section
8. Notice of Meetings
Written or printed notice stating the place, day, and hour of a meeting
of members and, in case of a special meeting of members,
the purpose or purposes for which the meeting is called,
shall be given to each member entitled to vote at such meeting
no fewer than twenty (20) days before such meeting, or,
if the notice is mailed by other than first class or registered mail,
no fewer than 30 days, but in any event, not more than 60 days
before the meeting. This requirement of notice for either the
annual meeting or a special meeting may be fulfilled by printing
of the notice in the Association's mailing List no less than thirty (30) days
prior to the meeting. To the extent allowed by law, notice of either
the annual meeting or a special meeting may be fulfilled by electronic
mail or such other form of computer communication whereby members
either directly or indirectly receive notice of the meeting.
Section
9. Record Date
For purposes of determining members entitled to notice of
a members' meeting, or to vote
at or take any other lawful action at any meeting of members,
or any adjournment thereof, or in order to make a determination
of members for any other proper purpose, the record date shall
be fixed as follows:
A.
For purposes of determining the members entitled to notice
of a members' meeting, the record date shall be the day
before the day on which first notice is mailed or otherwise
transmitted to members, or if such notice is waived, the
day preceding the day on which the meeting is held.
B. For purposes of determining the members entitled
to vote at a members' meeting, the record date shall be
the date of the meeting.
C. For purposes of determining the members entitled
to exercise any rights in respect to any other lawful action,
the record date shall be the date on which the board adopts
the resolution relating thereto, or the 60th day prior to
the date of such other action, whichever is later.
Section
10. Members' Lists
A.
The Association shall prepare a list of the names, member number,
addresses and email addresses of all its members.
The Association shall prepare on a current basis
through the time of the membership meeting a list
of members, if any, who are entitled to vote at the meeting,
but are not part of the main list of members.
B. The Association shall make the list of members available
at the meeting, and any member, the member's agent
or attorney is entitled to inspect the list for any proper
purpose at any time during the meeting or any adjournment.
Member information is also available on the the Association's website.
C. To obtain from the Secretary of the corporation,
upon written demand on, and payment of a
reasonable charge to, the Secretary of the corporation,
a list of the names, addresses and voting rights of those
members entitled to vote for the election of directors as
of the most recent record date for which the list has been
compiled or as of the date specified by the member
subsequent to the date of demand. The demand shall
state the proper purpose for which the list is requested.
The membership list shall be made available within a reasonable
time after the demand is received by the Secretary of the
corporation or after the date specified therein as of which
the list is to be compiled. "Proper purpose" does not include
solicitation or other commercial uses of the members list.
Section
11. Action by Written Ballot
A.
Any action which may be taken at any annual or special meeting
of members may be taken without a meeting,
if so determined by the board of directors,
if the Association delivers a written ballot to
every member entitled to vote on the matter at
such member's last known address as shown
on the Association's record.
B. The written ballot shall set forth each proposed action and
provide an opportunity to vote for or against each proposed action.
C. Approval by written ballot pursuant to this section shall be
valid only when the number of votes cast by ballot
equals or exceeds any quorum required to be
present at a meeting authorizing the action,
and the number of approvals equals or exceeds
the number of votes that would be required to approve
the matter at a meeting at which the total number of votes
cast was the same as the number of votes cast by ballot.
D. All solicitations for votes by written ballot shall: (i) indicate
the number of responses needed to meet the quorum requirements;
(ii) state the percentage of approvals necessary to approve each matter,
other than the election of directors; (iii) contain instructions for marking
and returning of the ballot; and (iv) specify a reasonable time by which
a ballot must be received by the Association in order to be counted.
Section
12. Action by Electronic Ballot
A.
Any action which may be taken at any annual or special meeting of members
may be taken without a meeting, if so determined by the board of directors,
if the Association provides an electronic ballot to every member entitled to vote
on the matter at such member's last known email address as shown on the
Association's record.
B.The electronic ballot shall set forth each proposed action and
provide an opportunity to vote for or against each proposed action.
C. Approval by electronic ballot pursuant to this section shall
be valid only when the number of votes cast by ballot equals or exceeds any
quorum required to be present at a meeting authorizing the action, and the
number of approvals equals or exceeds the number of votes that would be
required to approve the matter at a meeting at which the total number of votes
cast was the same as the number of votes cast by ballot.
D.All solicitations for votes by electronic ballot shall:
(i) indicate the number of responses needed to meet the quorum requirements;
(ii) state the percentage of approvals necessary to approve each matter,
other than the election of directors;
(iii) contain instructions for marking and submitting of the ballot; and
(iv) specify a deadline by which a ballot must be submitted to the Association
in order to be counted.
Section
13. Quorum
A majority of the members present and entitled to vote,
represented in person or by written ballot or by electronic ballot,
shall constitute a quorum at a meeting of the members.
The members present at a duly organized meeting may continue
to transact business until adjournment notwithstanding the
withdrawal of enough members to leave less than a quorum.
Section
14. Resignation
Any member may resign at any time. The resignation of such
member does not relieve such member from any obligations that
such member may have to the Association as the result of obligations
incurred or commitments made prior to resignation.
Section
15. Expulsion or Suspension
A.
Expulsion or Suspension for Cause. Any member may be expelled
or suspended from membership by the board of directors for
cause other than for nonpayment of dues. Causes of such action
may include violation of the Bylaws or the Code of Ethics adopted
by the Association, or commitment of an act which brings discredit to
the profession or the Association. In the event that the board of
directors deems it appropriate to initiate
proceedings to expel or suspend a member, the board shall
give such member notice of the proposed expulsion
or suspension and the reason(s) for such proposed expulsion
or suspension not less than 15 days prior to the date that
such expulsion or suspension is due to take effect. If within
said 15-day period the member requests the opportunity to
be heard, the president shall either set a date for the
member to be heard on the question of such member's expulsion
or suspension or, at the discretion of the president, shall
permit such regular or honorary member to present written
testimony on the issue of such member's expulsion or suspension.
The president shall appoint not less than three (3) board
members to hear or decide the member's appeal. Only those
board members present for oral testimony, or those board
members who personally review the written testimony, shall
be eligible to vote concerning the expulsion or suspension
of such member. A two-thirds vote of such directors is required
to expel or suspend such member. The effective date of any
such expulsion or suspension shall be no sooner than five
days following said oral or written testimony. If electronic mail
is not acknowledged, written notice given pursuant to this section
by mail, must be given by first class, certified mail, return receipt requested,
sent to the last address of such member shown on the Association's
record. Any member who has been expelled or suspended will
continue to be liable to the Association for those dues,
assessments or fees incurred by such member prior to the
expulsion or suspension.
B. Suspension for Nonpayment of Dues. Any member shall
be suspended from membership for the nonpayment of dues after
30 days advance written mail or electronic mail and the failure of the member
to pay the dues.
Section
16. Reinstatement
A.
After the expiration of one year from the date of expulsion
or suspension for cause, other than nonpayment of dues,
and upon written request signed by a former member and filed
with the Association, the board of directors may, by affirmative
vote of a simple majority of the directors, reinstate such
former member upon such terms as the board of directors
deems appropriate.
B. A member expelled for nonpayment of dues may be
readmitted as a member by payment of dues and submission
of a completed application as provided for in these bylaws.
Section
17. Transfers
No member may transfer a membership or any right arising there
from.
Article
III. Board of Directors
Section
1. General Powers
All corporate powers of the Association shall be exercised
by or under the authority of the board of directors and the
affairs of the Association shall be managed under the direction
of the board of directors. Directors need not be residents
of the state of Nevada.
Section
2. Number and Tenure
A.
The board of directors shall be comprised of between five and thirteen members.
B. A director will serve for three years unless appointed under special
circumstance for a period of less than three years.
C. One to four directors will be elected by the membership each year.
The board will determine the number to be elected each year.
D.
The number of directors may be increased or decreased
from time to time by resolution of the board of directors.
No decrease in numbers shall have the effect of shortening
the term of any director. In the event that the number
of directors is increased and new directors are appointed,
the term will extend to the next annual meeting of the
directors.
Section
3. Election of Directors
A.
The president shall appoint a nominations and elections
committee consisting of at least two (2) directors. The
nominations and elections committee shall place in nomination
for directorship the names of at least two nominees for
each directorship for which a vacancy exists and which is
subject to election. Prior to the nomination, the nominations
and elections committee shall have obtained the written
consent of each person to be nominated. The quorum for the
nominations and elections committee shall be two (2) members.
B. Ten (10) voting members may nominate by petition
additional candidates for the election of directors. The
petition shall be signed by not less than ten (10) voting
members and designate the names of the candidates. Such
petition shall be filed with the nominations and elections
committee not less than 45 days prior to the annual meeting
of the members in which the election of directors shall
take place and shall include the written consent of the
nominees. The board of directors of the Association shall
provide by resolution procedures for obtaining the nominees'
consent to nomination not inconsistent with these bylaws.
The nominations and elections committee shall determine
the validity of all petitions and its determination as to
validity shall be final and conclusive.
C. Nominations may also be made from the floor at
any annual meeting at which directors are to be elected.
Prior to a nomination from the floor, written consent of
the person to be nominated must first be submitted to the
president prior to the annual meeting. The board of directors
of the Association shall, from time to time, provide by
resolution procedures for obtaining the nominees' consent
to nomination not inconsistent with these bylaws.
Section
4. Qualifications of Directors
All directors must be individuals who have been active regular
members in good standing of the Association for no less than
two consecutive years. All directors must be at least 18 years of age.
Section
5. Regular Meetings
The regular annual meeting of the board of directors shall
be held in conjunction with the annual meeting of members
or as soon thereafter as conveniently may be. The board of
directors shall hold at least three (3) additional meetings
each year. These meetings shall be deemed regular meetings
of the board of directors.
Section
6. Special Meetings
Special meetings of the board of directors may be called by
or at the request of the president, or a thirty five
percent (35%) of the directors then in office.
The person or persons authorized to call special
meetings of the board may fix any place, either
in or out of the State of Nevada, as the place for
holding any special meeting of the board called by them.
Section
7. Notice
Notice of the time and place of any special meeting
of the board of directors shall be delivered at least fifteen (15)
days previously thereto by written notice delivered personally
or sent by mail to each director at his/her address as
shown by the records of the Association. If mailed, such notice
shall be deemed to be delivered seven days after being deposited
in the United States mail in a postage prepaid, sealed envelope
appropriately addressed to said director. Any director may waive
notice of any meeting. The attendance of a director at any
meeting shall constitute a waiver of notice for such meeting,
except where a director attends a meeting for the express
purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. Neither the
purpose of, or the business to be transacted at, any regular
or special meeting of the board need be specified in the notice
or waiver of notice of such meeting, unless specifically required
by law, by the articles, or by these bylaws.
Section
8. Quorum
A majority of the directors in office immediately before a
meeting begins shall constitute a quorum for the transaction
of business at any meeting of the board. If there is not a
quorum at any said meeting, a majority of the directors present
may adjourn the meeting from time to time without further
notice other than announcement at the meeting, until a quorum
shall be present.
Section
9. Manner of Acting
The act of a majority of the directors present in person at
a meeting at which a quorum is present shall be the act of
the board of directors, unless the act of a greater number
is required by law, by the articles, or by these bylaws.
Section 10. Reports to the Membership
The board of directors shall report the results of actions
taken by the board to the membership in the Association's
regular publication if any, on the Association's Internet website,
or at the annual meeting of members.
Section
11. Vacancies and Removal
A.
A vacancy on the board of directors shall exist upon the
death, resignation or removal of any director. That vacancy
will be filled with a nomination of a member by the president
and confirmation by a majority vote of the board.
B. All or any number of directors may be removed,
with or without cause, at a meeting called expressly for
that purpose by a majority vote of the members present.
Absence of any elected director from two (2) consecutive
meetings of the board of directors without an excuse deemed
valid by the board of directors may be considered as cause
for removal.
C. Any director may resign at any time by giving
written notice to the board of directors, the president
or the secretary of the Association. Except as otherwise
provided by law, any such resignation shall take effect
upon the receipt of such notice or at any later time specified
therein. Unless otherwise specified in the notice, the acceptance
of such resignation shall not be necessary to make it effective.
In the event the resignation of a director is tendered to
take effect at a future time, a successor may be appointed
to take office when the resignation becomes effective.
D. Vacancies on the board of directors and any directorship
to be filled by reason of an increase in the number of directors may
be filled by the members or by a majority of the remaining directors
though less than a quorum, or by a sole remaining director.
Each director so elected shall hold office for the balance of the
unexpired term of his/her predecessor and until his/her qualified
successor is elected and accepts office. In the event that the
action described in the preceding sentence is by a majority of
the remaining directors though less than a quorum or by a sole
relating director, then the appointment of directors to fill vacancies
shall be ratified by the members at either a special or annual meeting;
however, the appointment shall be effective notwithstanding the
expiration of time to either hold a special or annual meeting.
Section
12. Compensation
Directors as such shall not receive any stated salaries for
their services, but by resolution of the board of directors,
each director may be reimbursed for reasonable and necessary
expenses incurred in discharging his or her duties as a director
and in furtherance of the purposes of this Association; but
nothing herein contained shall be construed to preclude any
director from serving the Association in any other capacity
and receiving compensation therefore.
Section
13. Action Without a Meeting
Any action required by law to be taken at a meeting of directors,
or any action which may be taken at a meeting of directors,
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a majority of the directors.
If a vote of different proportions of the directors is required for
an action, then a different proportion of written consents is required.
Section
14. Telephone Meetings
Members of the board of directors, or any committee designated
by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference
telephone or similar communications equipment by means of
which all persons in the meeting can hear each other, and
such participation in a meeting shall constitute presence
in person at the meeting. To the extent allowed by law, a
meeting of the board of directors may be conducted by electronic
mail or such other form of computer communication whereby
all directors may simultaneously communicate with each other.
Article
IV. Officers
Section
1. Officers
The officers of the Association shall be a president, vice president,
secretary, and treasurer. Any two or more offices may
be held by the same person.
Section
2. Election and Term of Office
The board of directors shall elect, by a majority vote, individuals
to serve as the president, vice president, secretary and treasurer
of the Association. New offices may be created and filled at any
meeting of the board of directors. Each officer shall hold office for
one year or until any one of the following occurs: successor shall
have been duly appointed and qualified, or until his/her death, or
until he/she shall resign or shall be removed in the manner hereinafter provided.
Section
3. Vacancies and Removal
A vacancy in any office because of death, resignation, removal,
disqualification or any other cause may be filled by the board
of directors. Any officer, assistant officer or agent appointed
by the board of directors may be removed by the board of directors
at any time, with or without cause; but such removal shall
be without prejudice to the contract rights, if any, of the
person so removed.
Section
4. President
The president shall be the principal officer of the Association and
the chairperson of the board of directors. Subject to the control of the
board of directors, the president shall in general supervise the business
and affairs of the Association. The president shall, when present, preside
at all meetings of the board of directors and, in general, perform all duties
incident to the office of president and such other duties as may be
prescribed by the board of directors from time to time. The president shall
see all taxes, reports, books and certificates required by law are properly kept or filed.
Section
5. Vice President
In the absence of the president or in the event of his or
her death, inability, or refusal to act, the vice president
shall perform the duties of the president and, when so acting,
shall have all the powers of and be subject to all the restrictions
upon the president. The vice president shall also perform
such other duties as from time to time may be assigned to
him or her by the president or the board of directors.
Section
6. Secretary
The secretary shall: (a) prepare the minutes of the board
of directors' meetings and keep them in one or more books
provided for that purpose; (b) authenticate such records
of the Association as shall from time to time be required;
(c) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; (d) Keep a
membership book containing the name, alphabetically arranged,
and address of each and any members, and, in the case
where any membership has been terminated, he or she shall
record such fact in the membership book together with the date
on which such membership ceased; (e) be custodian of the corporate
records and of the seal of the Association, if any, and see that
the seal of the Association, if any, is affixed to all documents
the execution of which on behalf of the Association under its seal
is duly authorized; (f) keep a register of the post office address
of each director; and (g) in general, perform all duties incident
to the office of secretary and such other duties as from time to
time may be assigned to him/her by the president or the board
of directors.
Section
7. Treasurer
If required by the board of directors, the treasurer
shall give a bond for the faithful discharge of his/her duties,
in such sum and with such surety or securities as the board
of directors shall determine. He/she shall: (a) have charge and
custody of and be responsible for all funds and securities
of the Association; receive and give receipts for money due and
payable to the Association from any source whatsoever,
and deposit all such money in the name of the Association
in such banks, trust companies or other depositories as
shall be selected in accordance with the provisions of Article IX
of these bylaws; and (b) in general perform all of the duties incident
to the office of treasurer and such other duties as from time to time
may be assigned to him/her by the president or the board of directors.
(c) The treasurer shall submit an annual bank statement and a
financial report to the Directors.
Article
V. Committees
Section
1. Standing Committees
The president, with the approval of the board of directors,
shall appoint members to standing committees. One or more
members of each standing committee shall be members of the
board of directors. The general purpose of each standing committee
shall be to carry out such functions and responsibilities
as are assigned to it by the board of directors, except those
items prohibited by Section 2 below.
Section
2. Limits on Authority of Committees
No committee may do any of the following:
A.
Authorize distributions that have not been authorized by
the board of directors or the committee's budget;
B. Approve or recommend to members: the dissolution,
merger or sale of the Association or its assets;
C. Elect, appoint or remove directors or fill vacancies
on the board or on any of its committees;
D. Adopt, amend or repeal the articles or bylaws;
or
E. Submit to the members of the Association a report
without submitting the report to the board of directors.
Section
3. Term of Office
Committee members shall serve for a period of one year and
may be reappointed to a committee for successive terms of
office. Each member of a committee shall continue as such
until his/her successor is appointed, unless the committee
shall be sooner terminated, or unless such member be removed
from such committee, or unless such member shall cease to
qualify as a member thereof.
Section
4. Vacancies
Vacancies in the membership of any committee may be filled
by appointments made in the same manner as provided in the
case of the original appointments.
Section
5. Quorum
Unless otherwise provided in the resolution of the board of
directors designating a standing committee and except as provided
in Section 1, a majority of the whole committee shall constitute
a quorum and the act of a majority of the members present
at a meeting at which a quorum is present shall be the act
of the committee. At least two of the committee members present
must then be members of the board of directors.
Section
6. Rules
Each standing committee may adopt rules for its own governance
not inconsistent with these bylaws or with rules adopted by
the board of directors. The provisions of Nevada Revised Statues Chapter 82
for Nonprofit Corporations governing meetings, action without meetings,
notice and waiver of notice, and quorum and voting requirements
of the board of directors, apply to committees and their members
as well.
Section
7. Advisory Committees
Committees not having and exercising the authority of the
board of directors in the management of the Association may
be appointed in such manner as may be designated by a resolution
adopted by a majority of the directors present, and shall
not be subject to the provisions of the of the Nevada Revised Statues
Chapter 82 for Nonprofit Corporations governing meetings, action
without meetings, notice and
waiver of notice, and quorum and voting requirements of the
board of directors. The board of directors may, from time
to time, request such committees to provide the board with
a full and complete report when required.
Article VI. Shares of Stock and Dividends
Prohibited
The Association shall not have or issue shares of stock.
No dividend shall be paid and no part of the income of the
Association shall be distributed to its directors or officers.
Article
VII. Loans to Directors and Officers Prohibited
The Association shall make no loan to its directors or officers.
The directors of the Association who vote for or assent to the
making of a loan to a director or officer of the Association,
and any officer or officers participating in the making of such loan,
shall be jointly and severally liable to the Association for the
amount of such loan as well as ancillary expenses, legal costs,
etc. until the repayment thereof. The directors of the Association
who vote for or assent to the making of a loan to a director or officer
of the Association shall be subject to expulsion, suspension or
removal from the Board.
Article
VIII. Actions Against Officers and Directors
The Association
shall indemnify to the fullest extent permitted by the provisions of
Nevada Revised Statues Chapter 82 for Nonprofit Corporations
any person who has been made, or
is threatened to be made, a party to an action, suit, or proceeding,
whether civil, criminal, administrative, investigative, or
otherwise (including an action, suit, or proceeding by or
in the right of the Association), by reason of the fact that
the person is or was a director or officer of the Association.
Article
IX. Contracts, Loans, Checks, Deposits
Section
1. Contracts
The board of directors may authorize in writing any officer or officers,
agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Association and
such authority may be general or confined to specific instances.
Section
2. Loans
No loans shall be contracted on behalf of the Association
and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the board of directors.
Such authority may be general or confined to specific instances.
Section
3. Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness, issued in the name
of the Association shall be signed by such officer or officers,
agent or agents of the Association and in such manner as shall
from time to time be determined by resolution of the board
of directors.
Section
4. Deposits
All funds of the Association not otherwise employed shall be
deposited by the treasurer from time to time to the credit of the
Association in such banks, trust companies or other depositories
as the board of directors may select.
Article
X. Books and Records
Section
1. Books and Records
The secretary shall keep correct and complete books and
records of account and shall also keep minutes of the
proceedings of its board of directors and committees
having any of the authority of the board of directors, and
shall keep at its registered or principal office a record
giving the names and addresses of the directors entitled to vote.
The outgoing secretary shall transfer all records to the incoming secretary.
All books and records of the Association may be inspected
by any director, or his/her agent or attorney, for any proper
purpose at any reasonable time.
Section
2. Financial Statements
At the close of each taxable year the directors shall engage
an accountant to prepare a financial statement for the Association.
Article
XI. Waiver of Notice
Whenever
any notice is required to be given under the provisions of
Nevada Revised Statues Chapter 82 for Nonprofit Corporations or under the provisions
of the articles of incorporation or the bylaws of the Association,
a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of
such notice.
Article XII. Amendments
of Articles and Bylaws and Code of Ethics
Section
1. Amendment of Articles of Incorporation
The articles of incorporation of the Association may be altered,
amended, or restated by the board of directors and members
in the following manner:
A.
The board of directors shall, at any regular or special
meeting of the board, adopt a resolution setting forth the
proposed alteration, amendment, or restatement and directing
that it be submitted to a vote of the members at an annual
or special meeting of the members.
B. Written notice of the date, time and place of such
regular or special meeting of the directors or annual or special
meeting of the members shall be sent by first class mail to each
director or member entitled to vote not less than thirty (30) days
prior to the scheduled meeting. The requirement of notice may be
fulfilled by printing of the notice in the Association's regular publication.
The notice to directors and members shall include or be accompanied
by a copy or summary of the proposed alteration, amendment, or
restatement, or state the general nature of the change. The notice shall
also direct the directors or members to the Association's website to obtain
a copy or summary of the proposed alteration, amendment, or restatement.
C. The proposed alteration, amendment, or restatement shall
require approval by a majority vote of the board of directors. The proposed
alteration, amendment, or restatement shall be adopted upon receiving approval
by a two-thirds vote of the members present at such annual or special meeting.
Voting by the members may also be conducted by mail ballot or electronic ballot
in accordance with these bylaws.
Section
2. Amendment of Bylaws
The bylaws of the Association may be altered, amended or repealed
and new bylaws may be adopted by the board of directors and members in the following manner:
A.
The board of directors shall, at any regular or special meeting
of the board, adopt a resolution setting forth the proposed alteration,
amendment, or repeal and directing that it be submitted to a vote of
the members at an annual or special meeting of the members.
B.
Prior notice of the date, time and place of such regular or special meeting
of the directors not less than thirty (30) days prior to the scheduled meeting.
The notice to directors shall include or be accompanied by a copy or summary
of the proposed alternation, amendment, or repeal, or state the general nature
of the change. The notice may also direct the directors or members to the Association's
website to obtain a copy or summary of the proposed alteration, amendment, or restatement.
C.
The proposed alteration, amendment, or repeal shall require approval by a
majority vote of the board of directors. The proposed
alteration, amendment, or restatement shall be adopted upon receiving approval
by a two-thirds vote of the members present at such annual or special meeting.
Voting by the members may also be conducted by mail ballot or electronic ballot
in accordance with these bylaws.
Section
3. Amendment of Code of Ethics
The Code of Ethics of the Association may be altered, amended or repealed
and a new Code of Ethics may be adopted by the board of directors and members in the following manner:
A.
The board of directors shall, at any regular or special meeting of the board,
adopt a resolution setting forth the proposed alteration, amendment, or repeal
and directing that it be submitted to a vote of the members at an annual or
special meeting of the members.
B.
Prior notice of the date, time and place of such regular or special meeting of the
directors not less than thirty (30) days prior to the scheduled meeting. The notice
to directors shall include or be accompanied by a copy or summary of the proposed
alternation, amendment, or repeal, or state the general nature of the change.
The notice may also direct the directors or members to the Association's website to
obtain a copy or summary of the proposed alteration, amendment, or restatement.
C.
The proposed alteration, amendment, or repeal shall require approval by a majority
vote of the board of directors. The proposed
alteration, amendment, or restatement shall be adopted upon receiving approval
by a two-thirds vote of the members present at such annual or special meeting.
Voting by the members may also be conducted by mail ballot or electronic ballot
in accordance with these bylaws.
Article
XIll. Choice of Law and Choice of Forum
Section
1. Choice of Law
Disputes shall be referred to an independent mediator agreed upon by the parties.
Where mediation does not resolve the dispute to the satisfaction of both parties,
the dispute shall be referred to an independent arbitrator agreed upon by the parties.
The parties shall share equally the costs of mediation and, should the dispute require
arbitration, the parties shall share the costs of arbitration subject to any award or order
that may be made as a result of arbitration. The validity of these bylaws, and the rights,
obligations, and relations of the parties hereunder, shall be construed and determined
under and in accordance with the substantive laws of the State of Nevada, without
regard to its principles of conflicts of law
Section
2. Choice of Forum
Any action, suit, or proceeding arising from or relating to
these bylaws as to any matter not subject to arbitration or
with respect to any arbitration proceeding or award will not
be commenced except in the appropriate court (state or federal)
in the City of Reno, State of Nevada. The parties expressly
consent to jurisdiction of such court.
Article
XlV. Robert's Rules of Order Revised
Unless otherwise provided by Nevada Revised Statues Chapter 82 for Nonprofit
Corporations or these bylaws, all meetings and proceedings of the Association
and its local chapters shall be governed by, and in accordance with the most
current edition of Robert's Rules of Order Revised.
Article
XV. Headings
The headings
contained in these bylaws are for convenience only and shall
not in any way affect the meaning or interpretation of these
bylaws.
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