of International Ms. Leather (IMsL) Foundation
Updated April 2016
International Ms. Leather Foundation (IMsL Foundation) supports the titleholders of the International Ms. Leather and International Ms. Bootblack competition, people throughout the Kink, Leather and BDSM communities, and organizations serving Lesbian, Gay. Bisexual, Transgender, Queer (LGBTQ) and ally communities. We provide support, education, advocacy, and information resources for people interested in Leather and BDSM issues.
IMsL Foundation values:
- Increasing personal and public awareness and celebration of Kink, Leather, BDSM and alternative sexuality through education and outreach.
- Building a climate of freedom, learning, love, equality and wisdom.
- Actively pursuing personal development and organizational changes in order to provide outreach to underserved communities, especially women.
- Supporting and providing research into the issues related to Kink, Leather, BDSM, and alternative sexuality embracing an eclectic approach rather than a focus on any particular etiology, theory, or counseling method.
- Actively embracing and promoting non-discrimination basis of race, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, age, national origin or disability.
ARTICLE 1 – DEFINITIONS
SECTION 1.1 _ Definitions.
The following terms used in these Bylaws shall have the meanings set forth below.
- “Act” means the California Nonprofit Corporation Law, as amended.
- “Advisory Board” means the Advisory Board of the Corporation.
- “Board” means the Board of Directors of the Corporation.
- “Corporation” means International Ms. Leather Foundation (IMsL Foundation).
- “Director” means an individual serving on the Board.
- “Officer” means an individual serving as the President, Treasurer or Secretary.
SECTION 1.2 Name.
The Name of the Corporation that these Bylaws govern shall be International Ms. Leather Foundation (IMsL Foundation), a State of California nonprofit corporation.
ARTICLE 2 – PURPOSES
SECTION 2.1 _ Purposes. IRC Section 501(c)(3) Purposes
Said corporation is organized exclusively for charitable purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, Officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Three. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future Federal tax code. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
SECTION 2.2 _ Specific Objectives and Purposes
The specific objectives and purposes of this corporation shall be set forth in the Mission and Value Statements as approved by the Board of Directors. The Corporation is entirely secular in nature and shall not be controlled or directed by any religious group, individual or agenda.
SECTION 2.3 Non-Discrimination
The Corporation shall be in compliance with all city, county, state, and Federal laws regarding discrimination and shall not discriminate against individuals on the basis of race, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, age, national origin or disability.
ARTICLE 3 – OFFICES
SECTION 3.1 _ Principal Office
The principal office of the corporation is located in San Leandro, State of California.
SECTION 3.2 _ Change of Address
The designation of the county or state of the corporation’s principal office may be changed by Amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:
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ARTICLE 4 – SEAL
SECTION 4.1 _ Seal Not Required.
Except as otherwise required by statute, the affixation of the Seal shall not be necessary to the valid execution, assignment, or endorsement by the Corporation of any instrument in writing.
ARTICLE 5 – MEMBERSHIP
SECTION 5.1 No Members.
The Corporation shall have no “members” within the meaning of the California Nonprofit Corporation Law.
ARTICLE 6 – BOARD OF DIRECTORS
SECTION 6.1 _ Board of Directors.
The business and affairs of the Corporation shall be managed under the direction of the Board. The powers of the Corporation shall be exercised by, or under the authority of, the Board, except as otherwise provided by statute, these Bylaws, or a resolution of the Board.
SECTION 6.2 _ Qualification of Directors.
- Each Director shall be a natural person of full age (21) who need not be a resident of the State of California.
- Directors shall have the following qualities:
- Respect for the Policies, Bylaws, Mission, and Values of the Corporation;
- Explicit assurance of time, energy, and attention for the affairs of the Corporation; and
- Appropriate respect for due process and the opinions of other Directors.
- A minimum of 2 Directors shall be past titleholders. At least one former IMsL or IMsBB will serve on the Board at all times. The stepping down titleholders will be offered a one year term on the Board after their step down weekend.
- Directors will not be eligible to run for IMsL/IMsBB titles until two (2) years after their term is complete.
SECTION 6.3 _ Number and Election of Directors.
- The Board shall consist of not fewer than three (3) and not more than fifteen (15) Directors.
- The Initial Board of Directors shall serve for a period of not less than 12 months (1 year) or longer than 6 years. The Directors on the initial Board of Directors shall be:
- Pat Baillie, President
- Beckie Bowen, Treasurer
- Julie Spanks, Secretary
- Deb Starnes, Development
- Tony Mayes, Education
- Jay Dahm
- Spencer Bergstadt
- Stepping down IMsL (1 year term)
- Stepping down IMsBB (1 year term)
A Director shall be elected by two-thirds of the then sitting Board of Directors where a Quorum is present. Elections will occur in January unless needed to fill un-expired terms.
SECTION 6.4 _ Term of Office.
- Each Director shall, after initial election, serve a Term of 3 years. The Director will remain in the position until their successor has been elected and qualified or the Director’s death, resignation, or removal. The exception to this Term is for the stepping down IMsL/IMsBB who will serve one (1) year Terms after they successfully complete their title year and are invited to join the Board.
- A Director may be re-elected for a second term of 3 years, before a required stepping down.
- The Board of Directors terms will be staggered so no more than 1/3 of the Board is elected each year after the initial election. For the initial board, terms will be staggered at one year (1), two (2) year and three (3) year terms to achieve this.
- Terms will begin at the annual meeting in April.
- The Board of Directors shall make an effort to find and elect new Directors, such that extended service on the Board shall not be a burden to existing Directors and such that the Board shall remain invigorated.
SECTION 6.5 Procedure for Nomination of Candidates for Directors.
- No person shall be eligible for election as a Director at a meeting of the Board unless he or she has been duly nominated in accordance with the procedures specified in paragraph 2 of this Section.
- The President shall announce at the meeting of the Board the number of Directors to be elected at the meeting, shall declare the nominations of candidates for election as Director are open and shall call for nominations from the floor. Nominations may be made by any Director who is entitled to vote at the meeting. Nominations need not be seconded. After nominations have been made, the President shall, on motion, declare the nominations closed, and thereafter no further nominations may be made.
SECTION 6.6 _ Vacancies.
Vacancies in the Board, including vacancies resulting from an increase in the number of Directors, shall be filled by a majority of the remaining Directors though less than a quorum. Each person so elected shall be a Director to serve for the balance of the unexpired term.
SECTION 6.7 _ Removal of Directors.
Any Director may be removed from office without assigning any cause by a two/thirds (2/3) vote of a quorum of the Board at any meeting of the Board provided that the removal has been proposed in a written or electronic notice at least two weeks prior to the time the vote is to take place.
SECTION 6.8 _ Resignations.
Any Director may resign at any time by giving written notice to the Corporation. The resignation shall be effective upon receipt by the Corporation or at such subsequent time as may be specified in the notice of resignation.
SECTION 6.9 Leave of Absence.
- The Board of Directors may grant a Director Leave of Absence for a stated period of time.
- A Director granted Leave of Absence shall have no vote and shall be relieved of all obligations other than those that the Director shall elect to continue.
- A Director granted Leave of Absence and who is an Officer may not continue in that Office.
- A Director on Leave of Absence shall not be counted for the purpose of number of Directors or for a Quorum.
- The Leave of Absence shall not extend the Director’s Term.
SECTION 6.10 Compensation of Directors.
The Board shall have the authority to fix the compensation, including reimbursement of expenses, of Directors for their services as such.
SECTION 6.11 Voting Rights.
Every Director shall be entitled to one vote in person or by proxy.
SECTION 6.12 Voting by Proxy.
Any absent Director entitled to vote at any meeting of the Board may be represented and may vote at such meeting by a proxy authorized in writing. Such written authorization must specify the matter with respect to which the proxy is granted, must be signed and dated by the Director granting the proxy, and must be filed with the Secretary of the Corporation
SECTION 6.13 Duties of Directors
The duties of the directors shall be to:
- Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
- Appoint and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
- Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
- Meet at such time and places as required by these Bylaws;
- Register their mailing and email addresses with the Secretary of the corporation, and notices of meetings mailed or transmitted to them at such address (es) shall be valid notices thereof.
- Establishing and maintaining the Mission and Values of the Corporation;
- Managing the affairs of the Corporation;
- Developing and maintaining necessary resources;
- Creating and operating under goals, plans and budgets for each Fiscal Year;
- Form contracts as required to execute the mission of the corporation;
- Evaluate the organizational structure, needs, programs and activities;
- Elect Officers and ratifying Committee chairs; and
- Recruiting new Directors to maintain the health and growth of the Corporation
SECTION 6.14 Non-Liability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 6.15 Paid Staff.
The Board of Directors may hire such paid staff as they deem proper and necessary for the operations of the Corporation. The powers and duties of the paid staff shall be as assigned or as delegated by the Board.
ARTICLE 7 – MEETINGS OF DIRECTORS
SECTION 7.1 _ Place of Meetings.
Meetings of the Board may be held at such place within or without the State of California as the Board may appoint or as may be designated in the notice of the meeting. Meetings can be conducted in person, by telephone or online.
SECTION 7.2 _ Annual Meeting.
Unless the Board provides by resolution for a different time and date, the annual meeting of the board, for the election of Directors, the election of Officers, or the transaction of any other business which may be brought before the meeting, shall be held during the IMsL/IMsBB Contest weekend. Directors are encouraged to attend in person but may call in or meet online for this meeting as well. If such a day is a legal holiday under the laws of the State of California, the annual meeting shall be held on the next succeeding business day which is not a legal holiday under the laws of the State of California.
Immediately after each election of Directors, the newly constituted Board shall meet without prior notice at the place where such election of Directors was held, or at any other place and time designated in a notice given as provided in section 11.1, for the purposes of the election of Officers or the transaction of any other business.
SECTION 7.3 _ Regular Meetings.
Regular meetings of the Board may be held quarterly at such place and time as shall be designated by standing resolution of the Board. If the date fixed for any such meeting is a legal holiday under the laws of the State of California, the annual meeting shall be held on the next succeeding business day which is not a legal holiday under the laws of the State of California or at such other time as may be determined by resolution of the Board. At such meetings, the Directors shall transact such business as may properly be brought before the meeting. Notice of the regular meetings need not be given and can be done by telephone or online.
SECTION 7.4 _ Special Meetings of the Board.
Special meetings of the Board may be called by the President or by any Director and shall be held at such time and place as shall be designated in the call for the meeting. Five days’ notice of any special meeting shall be given to each Director pursuant to Section 12.1 by email or by telephone. Such notice shall state the time and place of such special meeting but need not state the purpose of the special meeting and can be conducted by telephone or online.
SECTION 8.5 _ Quorum.
A majority of the Directors or Committee members shall constitute a quorum for the transaction of business. The acts of a majority of the Directors or a Committee present at a meeting at which a quorum is present shall be the acts of the Board or Committee.
SECTION 7.6 _ Participation in Meetings.
One or more Directors may participate in a meeting of the Board or a committee thereof by means of conference telephone, interactive computer network, or similar communications equipment by means of which all persons participating in the meeting can communicate with each other.
SECTION 7.7 _ Organization.
Every meeting of the Board shall be presided over by the President or, in the absence of the President, a chairman chosen by the President. The Secretary or, in the absence of the Secretary, a person appointed by the President, shall act as Secretary. The Treasurer or, in the absence of the Treasurer, a person appointed by the President, shall act as Treasurer.
SECTION 7.8 _ Consent of Directors in Lieu of Meeting.
Any action which may be taken at a meeting of the Directors may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all Directors and filed with the Secretary of the Corporation. Actions can also be completed by email string with all Directors voting on the action as needed.
SECTION 7.9 Majority Action as Board Action
- Every act or decision done or made by a majority of the directors present in person, on the phone or online at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage of different voting rules for approval of a mater by the board. The President does not vote unless there is a tie.
- On any issue where there is a deadlock in the vote, the President will cast a vote which shall then be made on the motion.
SECTION 7.10 Conduct of Meetings.
- Meetings of the Board of Directors shall be presided over by the President of the corporation or, in their absence, by the President-Elect, or, in the absence of each of these persons, by a chairperson 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 their absence, the presiding Officer shall appoint another person to act as Secretary of the meeting.
- Meetings shall be governed by Robert’s Rules of Orders, insofar as such rules are consistent with or not in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.
SECTION 7.11 Participation in Meeting by Conference Telephone or Online.
Members of the Board may participate in a meeting through use of conference telephone or online , so long as members participating in such meeting can hear one another.
ARTICLE 8 – OFFICERS
SECTION 8.1 Number.
The officers of the Corporation shall include a President, a Secretary, and a Treasurer. The officers may include such other officers as the Board may determine by resolution. The same person cannot hold the President and Treasurer position at the same time. Any other number of offices may be held by the same person.
SECTION 8.2 _ Qualification of Officers.
- The Officers shall be natural persons.
- The Officers must be Directors of the Corporation.
- Officers, in addition to that required of Directors, shall be held to a higher standard including the following qualities:
- Fair and impartial in performance of the Office;
- Requisite business and organizational skills and knowledge for the job or commitment to the additional time and to acquire the necessary knowledge;
- Deliberate effort to recruit and prepare an appropriate successor to the Office; and
- Explicit assurance of time, energy, and attention for the requirements of the Office.
SECTION 8.3 _ Election and Term of Office.
- The Officers of the Corporation shall be elected by the Board of Directors at regular meetings of the Board, or, in the case of vacancies, as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors.
- Terms of office may be established by the Board of Directors, but shall not exceed three (3) years. Officers shall hold office until a successor is duly elected and qualified. Officers shall be eligible for reelection for a second three (3) year term.
SECTION 8.4 _ Removal of Officers.
Any Officer may be removed from office without assigning any cause, by a two/thirds (2/3) vote of a quorum of the Board at any meeting of the Board provided that the removal has been proposed in a written or electronic notice at least two weeks prior to the time the vote is to take place..
SECTION 9.5 _ Resignations.
Any Officer may resign at any time by giving written notice to the Corporation. The resignation shall be effective upon receipt by the Corporation or at such subsequent time as may be specified in the notice of resignation.
SECTION 8.6 _ The President.
The President shall be the chief executive Officer of the Corporation and shall have general supervision over the business and operations of the Corporation, subject to the control of the Board. The President shall execute, in the name of the Corporation, deeds, mortgages, bonds, contracts, and other instruments authorized by the Board, except in cases where the execution thereof shall be expressly delegated by the Board to some other Officer or agent of the Corporation. In general, the President shall perform all duties incident to the office of President and such other duties as may be assigned by the Board.
SECTION 8.7 _ The Secretary.
The Secretary shall attend all meetings of the Board. The Secretary shall:
- Certify and keep at the principal office of the corporation, or a copy, of these Bylaws as amended or otherwise altered to date.
- Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors, recording therein the time and place of holding, whether regular or special, how notified, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
- See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
- Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.
- Keep at the principal office of the corporation a book containing the name and address of each and every Director and Officer, and, in the case where any Director has been terminated, they shall record such facts in the book together with the date on which such term ceased.
- Exhibit at all reasonable times to any director of the corporation, of to their agent or attorney, or request therefor, any records of the corporation.
- In general, perform all duties incident to the office of Secretary and such other duties as maybe required byl aw, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to them from time to time by the Board of Directors.
SECTION 8.8 _ The Treasurer.
- The Treasurer shall have custody of corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation.
- The Treasurer shall have full authority to receive and give receipts for all money due and payable to the Corporation, and to endorse checks, drafts, and warrants in its name and on its behalf and to give full discharge for the same.
- The Treasurer shall deposit all funds of the Corporation, except such as may be required for the current use, in such banks or other places of deposit as the Board may designate
- The Treasurer shall:
a. Provide financial reports for every Regular Meetings of the Board of Directors, with appropriate explanations, in detail, and with supporting documents. Supporting documents shall include bank statements and original contracts or other financial commitment papers.
b. At least twice each fiscal year the Treasurer will lead the Board through a full review of all financial dealings.
i. Maintain all financial, tax, and incorporation records, including meeting deadlines for payments or filings;
ii. Reconcile all statements regarding funds of the Corporation;
iii. Prepare the initial draft of the Budget for consideration by the Board of Directors;
iv. Perform these tasks in a timely manner assigned by the Board of Directors;
v. Sign all documents as required by law for the position.
ARTICLE 9 – ADVISORY BOARD
SECTION 9.1 _ Advisory Board.
The Board may appoint an Advisory Board to counsel the Board with respect to matters relating to the mission of the corporation, including but not limited to, development of educational materials, editorial policies of publications of the Corporation, historical programs, leadership development and publication of ancillary materials, and any other matters as may be determined by the Board.
SECTION 9.2 _ Election and Term of Office.
The members of the Advisory Board shall be elected by the Board at any meeting of the Board and each shall serve at the pleasure of the Board.
SECTION 9.3 _ Removal of Members of the Advisory Board.
Any member of the Advisory Board may be removed from office without assigning any cause, by a majority vote of the Board at any meeting of the Board with the quorum established.
SECTION 9.4 _ Resignations.
Any member of the Advisory Board may resign at any time by giving written notice to the Corporation. The resignation shall be effective upon receipt by the Corporation or at such subsequent time as may be specified in the notice of resignation.
ARTICLE 10 – COMMITTEES
SECTION 10.1 _ Establishment and Powers.
The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees of the Board composed of at least two (2) persons which, except for an Executive Committee, may include non-Board members. The Board may make such provisions for appointment of the chair of such committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, activities of the Corporation, except that no committee shall have any power or authority as to the following:
- The filling of vacancies in the Board.
- The adoption, amendment, or repeal of the Bylaws.
- The amendment or repeal of any resolution of the Board.
- Action on matters committed by the Bylaws or by resolution of the Board to another committee of the Board.
SECTION 10.2 _ Term.
Each committee of the Board shall serve at the pleasure of the Board.
SECTION 10.3 _ Committee Organization.
Each committee shall keep regular minutes of its proceedings and report the same to the Board at each regular meeting. Each committee shall determine its own organization and times and places of meetings unless the Board otherwise directs.
SECTION 10.4 Authorization to disburse funds.
The disbursement of funds by Committees shall be subject to budgets approved by the Board of Directors and at the direction of the Board.
SECTION 10.5 Authorization to form and sign contracts.
- Contracts shall be signed only by the President or an additional designated Officer of the Board. The Committee chair will submit contracts to the Board for review, vote and signature as needed. Routine or committee related contracts that do not have funds associated with them can be delegated by the Board to the Committee Chair. Copies of the all contracts will be sent to the President and Secretary.
- Other members of the Committees, who need not be Directors, shall the chosen by the Director of each Committee, with the informed approval of the Board of Directors.
- Each Committee shall establish the time, place, advance notice requirements, size, quorum, and procedures for its meetings and processes, unless otherwise specifically directed by the Board of Directors. Advance notice shall provide reasonable notice for all Committee members and the agenda for the meeting.
- Action taken by Committees, other than an Executive Committee, may be taken by the majority of those present and voting at the meeting, unless a higher requirement is set by the Committee, or by law, and only with the prior approval of the Board of Directors.
- Each Committee shall draft and present policies pertaining to its specific duties and goals for ratification by the Board of Directors.
- The Director of each Committee shall provide written reports for the Board of Directors as requested by the Board of Directors. Reports shall include Committee membership, actions with dates and needs with timelines/deadlines where necessary.
SECTION 10.6 Standing Committees.
- The Board of Directors shall create Standing Committees and assign duties to them in response to Corporate Policy or Continuing needs of the Corporation.
- The Board of Directors may create an Executive Committee as a Standing Committee.
- An Executive Committee may be given the authority to make urgent decisions, in lieu of Meetings of the Board of Directors, in the management of the property, business, and affairs of the Corporation during the intervals between Meetings of the Board of Directors.
- No action may be taken by an Executive Committee unless by unanimous consent of the entire Committee.
SECTION 10.7 Ad Hoc Committees.
The President or President-Elect shall create Ad-Hoc Committees of limited duration, subject to ratification by the Board of Directors, in response to current needs of the Corporation.
ARTICLE 11 – NOTICE
SECTION 11.1 _ Written Notice.
The primary means of communication for the Board will be via email or phone. A notice of meeting shall specify the place, day, and hour of meeting and any other information required by the Act. Except as otherwise provided by the Act or these Bylaws, when a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting, or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.
If no other means of contact is available, written notice can be used. It may be given to such person, either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), Telex, or TWX (with answer back received), or courier service, charges prepaid, or by facsimile transmission, to their address (or to their Telex, TWX, or facsimile number) appearing on the book of the Corporation or, in the case of Directors, supplied to him or the Corporation for the purpose of notice. If the notice sent by mail, telegraph, or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail, or with a telegraph office or courier service for delivery to that person or, in the case of Telex or TWX, when dispatched.
SECTION 11.2 _ Waiver by Writing.
Whenever any written notice is required to be given, a waiver thereof, in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of notice. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting.
SECTION 11.3 _ Waiver by Attendance.
Attendance of a person at any meeting shall constitute a waiver of notice of the meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
ARTICLE 12 – CONFLICTS OF INTEREST
SECTION 12.1 _ Interested Directors and Officers.
For purposes of this provision, the term “interest” shall include personal interest, interest as Director, Officer, stockholder, shareholder, partner, manager, trustee or beneficiary of any concern and having an immediate family member who holds such an interest in any concern. The term “concern” shall mean any corporation, association, trust, partnership, limited liability entity, firm, person or other entity other than the organization.
No Director or Officer of the organization shall be disqualified from holding any office in the organization by reason of any interest in any concern. A Director or Officer of the organization shall not be disqualified from dealing, either as vendor, purchaser or otherwise, or contracting or entering into any other transaction with the organization or with any entity of which the organization is an affiliate. No transaction of the organization shall be voidable by reason of the fact that any Director or Officer of the organization has an interest in the concern with which such transaction is entered into, provided:
- The interest of such Officer or Director is fully disclosed to the Board of Directors.
- Such transaction is duly approved by the Board of Directors not so interested or connected as being in the best interests of the organization.
- Payments to the interested Officer or Director are reasonable and do not exceed fair market value.
- No interested Officer or Director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.
The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
ARTICLE 13 – INDEMNIFICATION
SECTION 13.1 _ Indemnification.
The Corporation shall indemnify any Director or Officer of the Corporation who was or is a party or is threatened to be made a party to any proceeding [which shall include for the purposes of this Article any threatened, pending, or completed action, or other proceeding whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation)] by reason of the fact that such person was or is an authorized representative of the Corporation, against expenses (which shall include for purposes of this Article attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
SECTION 13.2 _ Advancement of Expenses.
The Corporation shall consider paying the expenses (including attorneys’ fees and disbursements) actually and reasonably incurred in defending a proceeding on behalf of any person entitled to indemnification under Section 13.1 in advance of the final disposition of such proceeding upon receipt of an undertaking by, or on behalf of, such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article. The financial ability to make such repayment shall not be prerequisite to the making of an advance.
SECTION 13.3 _ Security for Indemnification Obligations.
To further affect, satisfy, or secure the indemnification obligations provided herein or otherwise, the Corporation may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral, or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon other terms and conditions as the Board shall deem appropriate.
SECTION 13.4 _ Reliance upon Provisions.
Each person who shall act as a Director or Officer of the Corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.
SECTION 13.5 _ Amendment or Repeal.
All rights of indemnification under this Article shall be deemed a contract between the Corporation and the person entitled to indemnification under this Article pursuant to which the Corporation and each such person intend to be legally bound. Any repeal, amendment, or modification hereof shall be prospective only and shall not limit, but may expand, any rights or obligations in respect of any proceeding whether commenced prior to or after such change to the extent such proceeding pertains to actions or failures to act occurring prior to such change.
SECTION 13.6 _ Scope of Article.
The indemnification, as authorized by this Article, shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in an official capacity and as to action in any other capacity while holding such office. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall continue as to a person who has ceased to be a Director or an Officer of the Corporation in respect of the proceedings pertaining to actions or failures to act occurring prior to such time, and shall inure to the benefits of the heirs, executors, and administrators of such person.
SECTION 13.7 INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors 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 liabilities 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 Articles of Incorporation, these Bylaws, or provisions of law.
ARTICLE 14 – ANNUAL REPORT
SECTION 14.1 _ Annual Report.
The President and Treasurer shall present the Board at its annual meeting a report, verified by the President and Treasurer or by a majority of the Board, showing in appropriate detail the following:
- A summary of the major programmatic work that has been accomplished during the preceding year.
- The assets and liabilities, including trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the report.
- The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report.
- The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.
- The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.
The annual report of the Board shall be filed with the minutes of the annual meetings of the Board and posted on the IMsL Foundation website.
ARTICLE 15 – FINANCIAL ADMINISTRATION
SECTION 15.1 _ Real Property.
The Corporation shall make no purchase of real property nor sell, mortgage, lease away, or otherwise dispose of its real property, unless authorized by the vote of two-thirds (2/3) of the Board. If the real property is subject to a trust, the conveyance away shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance.
SECTION 15.2 _ Negotiable Instruments.
All checks or demands for money and notes of the Corporation shall be signed by such Officer or Officers as the Board may designate.
SECTION 15.3 _ Fiscal Year.
The fiscal year of the Corporation shall be January 1 – December 31 but may be changed by resolution of the Board of Directors.
SECTION 15.4 _ Checks, Drafts, Etc.
All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates, shall be signed or endorsed by such Officer or Officers, or agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.
SECTION 15.5 Deposits and Accounts.
All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors, or any committee to which such authority has been delegated by the Board, may select, or as may be selected by the President or by any other Officer or Officers, or agent or agents, of the Corporation, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any Officer or agent of the Corporation.
SECTION 15.6 Investments.
The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stocks, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE 16 – CORPORATE RECORDS
SECTION 16.1 _ Corporate Records.
The Corporation shall keep at its registered office or at its principal place of business (a) an original or duplicate record of the proceedings of the Board, (b) the original or a copy of its Bylaws, including all amendments thereto to date, and (c) appropriate, complete, and accurate books or records of account.
ARTICLE 17 – IRC 501 (c)(3) TAX EXEMPTION PROVISIONS
SECTION 17.1 LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501 (h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidates for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code.
SECTION 17.2 PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its Directors or trustees, Officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
SECTION 17.3 _ DISTRIBUTION OF ASSETS
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes with the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the Federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
ARTICLE 18 – AMENDMENTS
SECTION 18.1 _ Amendments.
These Bylaws may be amended by the vote of two-thirds (2/3) of the Board of Directors, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting. The bylaw changes shall take effect immediately upon receiving Board approval, or at such time as may be specified.
ARTICLE 19 – MISCELLANEOUS
SECTION 19.1 _ Number.
The singular when used in these Bylaws shall also refer to the plural, and vice versa, as appropriate.
SECTION 19.2 _ Headings.
In interpreting these Bylaws, the headings of articles shall not be controlling.
SECTION 19.3 Construction and Terms
- If there is any conflict between the provisions of the Bylaws, and the Articles of Incorporation of this corporation, the provision of the Articles of Incorporation shall govern.
- Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
- All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
- All references in the Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future Federal tax code.
SECTION 19.4 Confidentiality
All rosters, lists, documents and written materials from the IMsL Foundation that contain Director personal information or contacts are to be considered confidential unless otherwise designated in the corporate records.