BY-LAWS
EPISCOPAL
PEACE FELLOWSHIP
ARTICLE
I
NAME
OF CORPORATION
The
name of the corporation shall be Episcopal Peace Fellowship (hereafter referred
to as the “corporation” or the “Fellowship”).
ARTICLE
II
PURPOSES
1.
Not For Profit. The corporation is organized under and shall
operate as an Illinois not‑for‑profit corporation, and shall have such powers
as are now or as may hereafter be granted by the Illinois General Not For
Profit Corporation Act of 1986 (the "Act").
2.
Purpose. The purpose for which the corporation is
organized is to operate for the exempt purposes set forth in Article 4 of the
Articles of Incorporation.
ARTICLE
III
REGISTERED
OFFICE, AGENT AND SEAL
1.
Registered Office And Agent. The corporation shall have and continuously
maintain in the State of Illinois a registered office and a registered agent
whose office shall be identical with such registered office, and may have such
other offices within or without the State of Illinois and such other registered
agents as the National Executive Council may from time to time determine.
2.
Seal. The National Executive Council shall provide
a corporate seal which shall be in the form of a circle and shall have inscribed
thereon the name of the corporation and the words "Corporate Seal,
Illinois." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced, provided that the affixing of the corporate seal to an
instrument shall not give the instrument additional force or effect, or change
the construction thereof, and the use of the corporate seal is not mandatory.
ARTICLE
IV
MEMBERS
1.
Classes Of Members. The corporation shall have one class of
members.
2.
Qualification
Of Members. To be eligible to
become a member of the Fellowship, the candidate must pay the annual dues then
in effect and must affirm the following statement of commitment:
“In
loyalty to the person, teachings and Lordship of Jesus Christ, my conscience
commits me to His way of redemptive love; to pray, study and work for
reconciliation and peace, and to renounce, so far as is possible, participation
in war, militarism and all other forms of violence.
In
fellowship with others of like mind, I will work to discover and practice
alternatives to violence in the resolution of conflicts.
As
a member of the Holy Catholic Church, I urge the Episcopal Church, in
accordance with our baptismal vows, “to renounce the evil powers of this world
which corrupt and destroy the creatures of God” and to wage peace across all
boundaries, calling upon people everywhere to repent, to forgive, and to love.”
Membership
in the Fellowship shall be open to Episcopalians and others. The amount of the annual dues that must be
paid as a prerequisite to membership in the Fellowship, and the date for
payment of such annual dues, shall be
set by the National Executive Council.
3.
Admission
Of Members. All persons who are
members in good standing of the unincorporated association known as the
Episcopal Peace Fellowship are hereby admitted as members of the corporation as
of the date of incorporation of the corporation. All other applications for membership,
along with payment of the annual membership dues, shall be submitted for
approval to the National Office of the corporation. The Executive Committee of the National
Executive Council may approve new applications for membership or may designate
one or more of its members or the Executive Director to consider and approve
membership applications.
4.
Voting Rights. Each member shall be entitled to one vote for each vacancy in the
annual election of National Executive Council members of the Fellowship and
shall have no other vote in the governance of the corporation. Each member may vote in person, by ballot as
provided in Section 9 of Article V, or by proxy as provided in Section 8 of
Article V.
5.
Resignation. A member may resign at any time by giving
written notice to the Chair or Secretary of the corporation. Such resignation shall take effect at the
time specified therein; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
6.
Failure To Pay Dues. Members who fail to pay their dues within
sixty (60) days from the date they become due, without further notice and
without a hearing, shall be dropped from the membership rolls and forfeit all
rights and privileges of membership.
Notwithstanding the preceding sentence, the National Executive Council
may, by rule, prescribe procedures for extending the time for payment of dues
and continuation of membership privileges upon the request of a member and for
good cause shown.
7.
Termination
Of Membership. The National
Executive Council by affirmative vote of two‑thirds of all of the Council
members may suspend or expel a member for cause after an appropriate
hearing. Sufficient cause for such
discipline shall include a violation of these by-laws or any lawful rule or
practice duly adopted by the corporation, or any other conduct prejudicial to
the interests of the corporation. At
least 30 days before the National Executive Council acts upon charges brought
against a member, a statement of the charges shall be delivered by certified
mail, hand delivery, or other method of delivery to the member at his or her
last recorded address. The statement of
charges shall be accompanied by a notice of the time and place of the meeting
of the National Executive Council at which the charges shall be considered, and
the member shall have the opportunity to appear in person or by the member’s
legal representative before action is taken.
8.
Transferability
Of Membership. No membership
hereunder shall be transferable or assignable by the holder thereof.
9.
Liabilities
Of The Member. No member shall
be liable for the debts or obligations of the corporation.
10.
No Membership Certificates. No membership certificates of the corporation
shall be required.
ARTICLE
V
MEETING
OF MEMBERS
1.
Annual
Meeting. An annual meeting of
the members shall be held at 9:30 a.m. on the second Friday in January in each
year, beginning in the year 2004, or at such other time as the Council members
may determine, for the purpose of electing members of the National Executive
Council. If the day fixed for the annual
meeting shall be a Saturday, Sunday or a legal holiday in the State of
Illinois, such meeting shall be held at the same hour on the next succeeding business
day. If the election of Council members
shall not be held on the day designated herein for any annual meeting, or at
any adjournment thereof, the members shall cause the election to be held at a
special meeting of the members called as soon thereafter as conveniently may
be.
2.
Special
Meeting. Special meetings of the
members may be called by the Chair or by the National Executive Council.
3.
Place
Of Meeting. The National
Executive Council may designate any place, either within or without the State
of Illinois, as the place of meeting for any annual meeting or for any special
meeting called by the National Executive Council. If no designation is made or if a special
meeting be otherwise called, the place of meeting shall be the registered
office of the corporation in the State of Illinois; provided, however, that if
all the members shall meet at any time and place, either within or without the
State of Illinois, and consent to the holding of a meeting, such meeting shall
be valid without call or notice, and at such meeting any corporate action may
be taken.
4.
Notice
Of Meetings. No notice shall be
required for the annual meeting of the members.
Written notice of a special meeting of the members stating the place,
day and hour of the meeting and the purpose or purposes for which the meeting is
called shall be delivered to the members not less than five (5) nor more than
sixty (60) days, or in the case of the removal of one or more Council members,
a merger, consolidation, dissolution or sale, lease or exchange of assets not
less than twenty (20) days nor more than sixty (60) days, before the date of
such meeting, either personally or by mail, by or at the direction of the
person or persons calling such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail, addressed to the member at his or her address as it
appears on the records of the corporation, with first class postage thereon
prepaid. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment
occurs.
5.
Informal
Action By Members. Any action
required to be taken at a meeting of the members of the corporation, or any
other action which may be taken at a meeting of members, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed either (a) by all the members entitled to vote with respect to the
subject matter thereof, or (b) by the members having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all members entitled to vote thereon were present and
voting. If such consent is signed by
less than all of the members entitled to vote, then such consent shall become
effective only: (a) if, at least five
(5) days prior to the effective date of such consent, a notice in writing of
the proposed action is delivered to all of the members entitled to vote with
respect to the subject matter thereof, and (b) if, after the effective date of
such consent, prompt notice in writing of the taking of the corporate action
without a meeting is delivered to those members entitled to vote who have not
consented in writing.
6.
Quorum. The holders of 1/10 of the votes entitled to
be cast on a matter, present in person or represented by proxy or ballot, shall
constitute a quorum for the transaction of business at all meetings of the
members. If, however, such quorum shall
not be present or represented at any meeting of the members, the members
entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which could have
been transacted at the meeting as originally notified. Withdrawal of members from any meeting shall
not cause failure of a duly constituted quorum at that meeting.
7.
Fixing
Of Record Date. For the purpose
of determining the members entitled to notice of or to vote at any meeting of
members, or in order to make a determination of members for any other proper
purpose, the National Executive Council of the corporation may fix in advance a
date as the record date for any such determination of members, such date in any
case to be no more than sixty (60) days and, for a meeting of members, not less
than five (5) days, or in the case of a merger, consolidation, dissolution or
sale, lease or exchange of assets, not less than twenty (20) days before the
date of such meeting. If no record date
is fixed for the determination of members entitled to notice of or to vote at a
meeting of members, the date on which notice of the meeting is delivered shall
be the record date for such determination of members. When the determination of members entitled to
vote at any meeting of members has been made, such determination shall apply to
any adjournment of the meeting.
8.
Proxies. In lieu of attending the annual meeting of
members, each member entitled to vote at a meeting of members or to express
consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him or her by proxy, but no such
proxy shall be voted or acted upon after eleven (11) months from its date,
unless the proxy provides for a longer period.
9.
Election Of Council Members By Ballot. In lieu of attending the annual meeting of
members or appointing a proxy, each member entitled to vote on the election of
members to the National Executive Council may mail his or her ballot to the
National Office. The Chair shall cause a
ballot to be prepared for the election of members to the National Executive
Council and mailed to all members entitled to vote as of the record date. The ballot shall be mailed no later than 5
weeks prior to the annual meeting. The
date of the annual meeting, which is the cutoff for voting in the annual
election, shall be stated in the election mailing. Nominations to the National Executive Council
shall be made in the manner provided below.
10.
Vote
Required For Adoption Of Matter.
When a quorum is present at any meeting of the members, in person or
represented by proxy, the vote of the majority of the such members is required
for the adoption of any matter which is submitted to a vote of the members.
11.
Voting
By Ballot. Voting on any
question or in any election may be by voice unless the chair of the meeting
shall order or any member shall demand that voting be by ballot. Ballots submitted by mail by members shall be
counted prior to the meeting and shall be included as part of the vote count.
ARTICLE
VI
NATIONAL
EXECUTIVE COUNCIL
1.
General Powers. The property, business and affairs of the
corporation shall be managed by or under the direction of the National
Executive Council. Without limiting the
generality of the foregoing, the National Executive Council may exercise all
such powers of the corporation as are provided by the Act, the Articles of
Incorporation and these by-laws, as in effect from time to time.
2.
Number. The corporation shall have a National
Executive Council consisting of not less than fifteen (15) persons, each
elected to a three (3) year term. There
shall be no maximum number of Council members.
3.
Qualifications. Council members need not be residents of the
State of Illinois.
4.
Nominations. For all elections in 2004 and later years,
nominations for election to the National Executive Council shall be made as
follows: (a) by a Nominating Committee
appointed by the National Executive Council; (b) by petition of at least three
(3) active members of the corporation; or (c) by any member of the National
Executive Council. The Nominating
Committee shall consider diversity in age, race, gender, sexual orientation,
geography, and interest in issues of concern to the Fellowship in making
nominations. Nominees must provide the
National Office with a written biographical summary on the form approved for
that purpose by the National Executive Council.
Such written submission must be made on or before the deadline
established by the Executive Committee.
5.
Election And Term. The members shall elect Council members by
attending the annual meeting of the members or by mailing in ballots by the
election deadline. If the election of
Council members is not held at such meeting, or any adjournment thereof, such
election shall be held as soon thereafter as is convenient. Each Council member shall serve until his or
her successor is elected and qualified or until his or her earlier death,
resignation or removal.
6.
Officers And Executive Director Are
Members Of National Executive Council.
In addition to those members of the Council who are elected by the
members of the Fellowship, upon his or
her election to office by the Council, each of the Chair, Vice Chair,
Treasurer, Secretary, and Executive Director of the Fellowship shall be
appointed to the National Executive Council, and shall serve for a three (3)
year term coinciding with his or her term of office, or until his or her
earlier death, resignation or removal.
7.
Initial National Executive Council. There shall be twenty (20) initial Council
members of the corporation. The initial
Council members and the dates that their terms expire are as follows:
|
Name
|
Term Expires
|
|
The Rev. Gary L. Commins
|
April 2004
|
|
The
Rt. Rev. Sanford Z.K. Hampton
|
April
2004
|
|
Geoffrey
Mackey
|
April
2004
|
|
David
A. Mycoff
|
April
2004
|
|
Madeleine
Trichel
|
April
2004
|
|
The Rev. T. Scott Allen
|
April 2005
|
|
The
Rev. Robert Davidson
|
April
2005
|
|
Richard
E. Kerner
|
April
2005
|
|
Jane
Macarthy
|
April
2005
|
|
Donna
Margerum
|
April
2005
|
|
Llewellyn W. Bell
|
April 2006
|
|
The
Rev. William Exner
|
April
2006
|
|
Judith
Thomas
|
April
2006
|
|
The
Rev. Daniel J. Webster
|
April
2006
|
|
Karen
Melissa Vuto
|
April
2006
|
|
The Rev. David Selzer, Chair
|
January 2004
|
|
Janet
G. Chisholm, Vice Chair
|
January
2004
|
|
The
Rev. Barbara K. Armstrong, Secretary
|
January
2004
|
|
Christopher
Pottle, Treasurer
|
January
2004
|
|
The
Rev. Jacqueline G. Lynn, Executive Director
|
January
2004
|
8.
Term Limitations. Council members who are elected by the
members of the Fellowship and who have served two consecutive elected
three-year terms may not be nominated to run for another consecutive term. These term limitations do not apply to the
Chair, Vice Chair, Treasurer, Secretary, and Executive Director.
9.
Vacancies. Any vacancy which may occur on the National
Executive Council, or any membership to be filled by reason of an increase of
Council members, shall be filled by the National Executive Council. A Council member appointed to fill a vacancy
shall be appointed for the unexpired term of his or her predecessor in office.
10.
Meetings. The annual meeting of the National Executive
Council shall be held at 10:00 a.m. on fourth Thursday of April in each year,
beginning with the year 2004, or on such other date as the National Executive
Council may determine. If the day fixed
for the annual meeting shall be a Saturday, Sunday or legal holiday in the State
of Illinois, such meeting shall be held at the same hour on the next succeeding
business day. Unless the National
Executive Council directs otherwise, the place of the annual meeting of the
National Executive Council shall be the principal office of the
corporation. Additional regular meetings
of the National Executive Council shall be held on the second Thursday of October in each year, beginning with the
year 2004, and additional meetings may also be held at such time and place as
may be fixed by the National Executive Council.
Special meetings of the National Executive Council may be called by the
Chair, by any five Council members, or
by one-third of the Chapters of the Fellowship, and shall be held at such time
and place as may be designated in the notice of such meeting.
11.
Notices. No notice shall be required for regular
meetings of the National Executive Council.
Written notice of special meetings of the National Executive Council
stating the place, date and hour of the meeting shall be given to each Council
member at least one (1) day prior to the date of such meeting, if such notice
is given personally or by the telephone, otherwise such notice shall be given
at least five (5) days prior to the date of such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the Council
member at his or her address as it appears on the records of the corporation,
with first-class postage thereon prepaid.
Attendance of a Council member at any meeting shall constitute a waiver
of notice of such meeting except where a Council member 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 business to be transacted at, nor the purposes of, any
regular or special meeting of the National Executive Council need be specified
in the notice of such meeting; except that, no special meeting of the Council
members may remove a Council member unless written notice of the proposed
removal is delivered to all Council members at least twenty (20) days prior to
such meeting.
12.
Quorum. A majority of the National Executive Council
shall constitute a quorum for the transaction of business at any meeting of the
Council, provided, that if less than all of the Council members are present at
said meeting, a majority of the Council members present may adjourn the meeting
from time to time without further notice.
13.
Voting. Each member of the National Executive Council
shall have one vote on every matter brought before the National Executive
Council, except that the Executive Director is precluded from voting and
participating in discussions on matters relating to the Executive Director’s
compensation.
14.
Manner Of Acting. The act of the majority in number of the
Council members present at a meeting of the National Executive Council at which
a quorum is present shall be the act of the National Executive Council. No Council member may act by proxy on any
matter.
15.
Presumption Of Assent. A Council member of the corporation who is
present at a meeting of the National Executive Council at which action on any
corporate matter is taken shall be conclusively presumed to have assented to
the action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless he or she shall file his or her written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered or certified
mail to the Secretary of the corporation immediately after the adjournment of
the meeting. Such right to dissent shall
not apply to a Council member who voted in favor of such action.
16.
Informal Action By Council Members. Any action which is required to be taken, or
which may be taken, at a meeting of the National Executive Council may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the Council members entitled to vote with respect to
the subject matter thereof. Such consent
shall have the same force and effect as a unanimous vote of the National
Executive Council.
17.
Compensation. Council members shall not be compensated for their service to the
corporation as a Council member. The National
Executive Council, by the affirmative vote of all of the Council members then
in office, and irrespective of any personal interest of any of its members,
shall have authority to establish reasonable compensation of all Council
members for services to the corporation in any capacity other than as an
officer or Council member notwithstanding any Council member conflict of
interest. By resolution of the National
Executive Council, the Council members may be paid their expenses, if any, of
attendance at each meeting of the board.
18.
Resignations. Any Council member may resign at any time by
giving written notice to the Chair or Secretary of the corporation. Such resignation shall take effect at the
time specified therein, if any, otherwise it shall take effect upon
receipt. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
19.
Removal Of Council Members. Any Council member may be removed at any
time, with or without cause, by the vote of two-thirds of the Council members
then in office. Absence from two
consecutive regularly scheduled National Executive Council meetings shall be
considered grounds for removal.
20.
Executive Session Meetings. The National Executive Council may convene
executive session meetings, which shall be limited to elected members of the
National Executive Council, Officers and the Executive Director for the
following purposes: (a) to elect new
officers and to fill vacancies among the officers or Council members; (b) to
amend the by-laws; (c) to interpret or rule on the by-laws; and (d) to appoint
or terminate staff members.
ARTICLE
VII
COMMITTEES
1.
Committees Of Council Members. The National Executive Council, by resolution
adopted by all of the Council members in office, may designate one or more
committees, each of which shall consist of two (2) or more Council members and
such other persons as the National Executive Council shall appoint, provided
that, a majority of the members of each committee must be Council members. The National Executive Council may designate
one or more Council members as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. To the extent provided in such resolution,
each committee shall have and may exercise the powers of the National Executive
Council in the management and affairs of the corporation, except as otherwise
limited by statute; provided that, the creation of such committee and the delegation
of authority thereto shall not operate to relieve the National Executive
Council, or any individual Council member, of any responsibility imposed upon
them by law. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the National Executive Council. Any member of a committee may be removed, at
any time, with or without cause, by a vote of two-thirds of the Council members
then in office. Unless a committee
member dies, resigns or is removed, he or she shall serve on the committee to
which he or she was appointed until his or her successor is appointed or the
committee is terminated.
2.
Executive Committee. The Executive Committee shall consist of the
Chair, Vice Chair, Treasurer, Secretary and Executive Director of the
corporation. The Executive Committee may
approve membership applications, convene hearings on termination of
memberships, and take such other actions as it is charged by the National
Executive Council.
3.
Other Committees. Other committees not having and exercising
the authority of the National Executive Council in the management of the
corporation may be designated by a resolution adopted by all of the Council
members present at a meeting at which a quorum is present. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the National Executive Council. Except
as otherwise provided in such resolution, members of each such committee shall
be Council members of the corporation, and the Chair of the corporation shall
appoint the members thereof. Any member
thereof may be removed by the Council
whenever in their judgment the best interests of the corporation shall
be served by such removal. Unless a committee
member dies, resigns or is removed, he or she shall serve on the committee to
which he or she was appointed until his or her successor is appointed or the
committee is terminated.
4.
Quorum. Unless otherwise provided in the resolution
of the National Executive Council creating the committee, a majority of the
members of the committee shall constitute a quorum and the act of a majority of
the members present at a committee meeting where a quorum is present shall be
the act of the committee.
5.
Chairman. One member of each committee shall be
appointed chairman.
6.
Operation. Each committee may adopt rules for its own
governance not inconsistent with these by-laws or the resolutions of the
National Executive Council. Each
committee shall keep regular minutes of its meetings and report the same to the
Council members when required.
7.
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.
ARTICLE
VIII
CHAPTERS
AND INTEREST GROUPS
1.
Formation. Five or more members may organize themselves
as a Chapter or Interest Group of the Fellowship by making a written request to
the National Office. The written request
shall include the names and addresses of each member, a statement of the
geographical area or subject matter to which the Chapter or Interest Group will
devote itself, and such other information as the Executive Director or
Executive Committee shall request. When
the number of members in any Chapter or Interest Group falls below five, it
shall be listed as inactive by the National Office.
2.
Organization And Structure. Each Chapter and Interest Group shall be
responsible for its own organization and structure, provided that it remains in
accordance with the principles of the Fellowship. In the event that a Chapter or Interest Group
deviates from the principles of the Fellowship, the National Office may disband
such Chapter or Interest Group and may seek to revoke the membership of the
members of such Chapter or Interest Group in accordance with these By-laws.
3.
Presentation Of Issues To The National
Executive Council. Any Chapter,
Interest Group or member may present a written position, policy or program to
the National Office for consideration and adoption to the National Executive
Council. The National Executive Council
will consider such position, policy or program at its next meeting.
4.
Representatives For Council Meetings. Active Chapters and Interest Groups may elect
one representative to attend the next Council meeting. At least two weeks prior to the start of the
next Council meeting, the Chapter or Interest Group must provide written notice
to the National Office that it has elected a representative who will attend the
next meeting. Failure to provide such
written notice will result in the representative being denied voice and vote at
such meeting. Provided that proper
notification is made, such representative may attend one Council meeting, and
is not a permanent member of the Council.
Such representative will have voice and vote on issues discussed at the
Council meeting, except for matters that are subject to executive session of
the Council.
ARTICLE
IX
OFFICERS
1.
Officers. The officers of the corporation shall consist
of a Chair, one or more Vice Chairs, a Secretary, a Treasurer and such
Assistant Officers as the National Executive Council shall determine. Any two (2) or more offices may be held by
the same person.
2.
Election And Term. The officers shall be elected triennially by
the National Executive Council from among the membership of the Fellowship and
shall take office at the beginning of the calendar year following General
Convention of the Episcopal Church in America.
The election shall be on the agenda of the last meeting of the National
Executive Council of a year when there is a General Convention. If the election of officers is not held at
such meeting, or any adjournment thereof, such election shall be held as soon
thereafter as is convenient. Each
officer shall serve until his or her successor is elected and qualified or
until his or her earlier death, resignation or removal.
3.
Appointment To National Executive Council. The Chair, Vice Chair, Treasurer and
Secretary are elected by the National Executive Council and upon their election
to office, shall be appointed as members of the National Executive Council for
a term on the Council equivalent to their term of office, with voice and vote
on all matters.
4.
Chair. The Chair shall be the chief executive
officer and chief operating officer of the corporation, and shall preside at
all meetings of the National Executive Council.
Subject to the direction and control of the National Executive Council,
the Chair shall supervise and control all of the business and affairs of the
corporation, including formulating corporate objectives and policies. The Chair shall see that the resolutions and
directives of the National Executive Council are carried into effect except in
those instances in which that responsibility is assigned to some other person
by the National Executive Council. In
general, the Chair shall discharge all of the duties incident to the office of
chair and such other duties as may be prescribed by the National Executive
Council. The Chair shall have general
superintendence of all officers of the corporation and shall see that their
duties are properly performed. The Chair
shall preside at all meetings of the National Executive Council. Except in those instances in which the
authority to execute is expressly delegated to another officer or agent of the
corporation or a different mode of execution is expressly prescribed by the
National Executive Council or these by-laws, the Chair may execute for the
corporation any contracts, deeds, mortgages, bonds or other instruments which
the National Executive Council has authorized to be executed, and the Chair may
accomplish such execution either under or without the seal of the corporation
and either individually or with the Secretary, any Assistant Secretary or any
other officer thereunto authorized by the National Executive Council, according
to the form of the instrument. The Chair
may vote all securities which the corporation is entitled to vote except as and
to the extent such authority shall be vested in a different officer or agent of
the corporation by the National Executive Council. The Chair shall perform such other duties as
may be prescribed by the National Executive Council from time to time.
5.
Vice Chair. The Vice Chair (or in the event there be more
than one Vice Chair, each of the Vice Chairs) shall assist the Chair in the
discharge of his or her duties as the Chair may direct and shall perform such
other duties as from time to time may be assigned to him or her by the Chair or
the National Executive Council. In the
absence of the Chair or in the event of his or her inability or refusal to act,
the Vice Chair (or in the event there be more than one Vice Chair, the Vice
Chairs, in the order designated by the National Executive Council, or by the
Chair if the National Executive Council has not made such a designation, or in
the absence of any designation, then in the order of their seniority of tenure)
shall perform the duties of the Chair and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chair. Except in those instances in which the
authority to execute is expressly delegated to another officer or agent of the
corporation or a different mode of execution is expressly prescribed by the
National Executive Council or these by-laws, the Vice Chair (or any of them if
there are more than one) may execute for the corporation any contracts, deeds,
mortgages, bonds or other instruments which the National Executive Council has
authorized to be executed, and he or she may accomplish such execution either
under or without the seal of the corporation and either individually or with
the Secretary, any Assistant Secretary, or any other officer thereunto
authorized by the National Executive Council, according to the requirements of
the form of the instrument.
6.
Treasurer. The Treasurer shall be the principal
accounting and financial officer of the corporation. He or she shall: (a) have charge of and be responsible for the
maintenance of adequate books of account for the corporation; (b) have charge
and custody of all funds and securities of the corporation, and be responsible
therefor, and for the receipt and disbursement thereof; (c) receive and give
receipts for monies due and payable to the corporation from any sources
whatsoever, and deposit all such monies in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of these by-laws; (d) invest the funds of the corporation
for the account of the corporation in such manner as the National Executive
Council shall determine; (e) dispose of, or direct agents authorized by the
National Executive Council to dispose of, funds of the corporation as may be ordered
by the National Executive Council, taking proper vouchers for such
disbursements, and shall render to the Chair and the National Executive
Council, whenever they may so require, an account of all the transactions
conducted as Treasurer and of the financial condition of the corporation; and
(f) perform all the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him or her by the Chair or by
the National Executive Council. If
required by the National Executive Council, the Treasurer shall give a bond for
the faithful discharge of his or her duties in such sum and with such surety or
sureties as the National Executive Council shall determine.
7.
Secretary. The Secretary shall: (a) record the minutes of the meetings of the
National Executive Council in one or more books provided for that purpose; (b)
see that all notices are duly given in accordance with the provisions of these
by-laws or as required by law; (c) be a custodian of the corporate records and
of the seal of the corporation and see that the seal of the corporation is
affixed to all documents, the execution of which on behalf of the corporation
under its seal is duly authorized in accordance with the provisions of these
by-laws; (d) keep a register of the post office address of each board member
which shall be furnished to the Secretary by such member; and (e) perform all
duties incident to the office of Secretary and such other duties as from time
to time may be assigned to him or her by the Chair or by the National Executive
Council.
8.
Assistant Treasurers And Assistant
Secretaries. The Assistant
Treasurers and Assistant Secretaries shall perform such duties as shall be
assigned to them by the Treasurer or the Secretary, respectively, or by the
Chair or the National Executive Council.
If required by the National Executive Council, the Assistant Treasurers
shall give bonds for the faithful discharge of their duties in such sums and
with such sureties as the National Executive Council shall determine.
9.
Salaries. The corporation may pay reasonable
compensation to its officers for services rendered. Such compensation shall be determined by the
National Executive Council. No officer
shall be prevented from receiving such salary by reason of the fact that he or
she is also a Council member of the corporation. An officer who is a voting member of the
National Executive Council is precluded from voting on matters pertaining to
such individual’s compensation.
10.
Resignations. Any officer may resign at any time by giving
written notice to the National Executive Council or to the Chair or the
Secretary of the corporation. Any such
resignation shall take effect at the time specified therein, if any, otherwise
it shall be effective upon receipt.
Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
11.
Removal. Any officer may be removed by the National
Executive Council whenever in its judgment the best interests of the
corporation will be served thereby. The
removal of an officer shall be without prejudice to the contract rights, if
any, of the officer so removed.
12.
Vacancies. Any vacancy among the officers shall be
filled, or new offices created and filled, by the National Executive Council. In its discretion, the National Executive
Council may choose not to fill any office (other than the offices of Chair,
Treasurer and Secretary) for any period of time as it may deem advisable. An officer elected to fill a vacancy shall be
elected for the unexpired term of his or her predecessor in office.
ARTICLE
X
STAFF
1.
Executive Director. The Executive Director shall be the senior
staff official who works in the National Office of the corporation. The duties of the Executive Director shall be
enumerated in a written contract, letter of agreement, position description, or
other mutually negotiated documents and agreements. Such agreement will be negotiated by the
officers of the corporation, subject to review and revision of the National
Executive Council. The Executive
Director shall work under the guidance of the officers of the corporation.
2.
Additional Staff Positions. When the National Executive Council so
decides, there shall be additional staff positions, which may include, but are
not limited to, the following: (a) an
Editor, responsible for such publications as the National Executive Council
decides; (b) a Membership Secretary, responsible for assisting in membership
and chapter development; (c) a Development Coordinator, responsible for
assisting in the financial development of the Fellowship; and (d)
administrative and bookkeeping assistants.
3.
Ex Officio Status. In its discretion, the National Executive
Council may grant staff members (other than the Executive Director) ex
officio status and may allow such staff members to attend meetings of the
National Executive Council and to participate in such meetings. Such staff members may not vote on matters
before the Council unless they are also elected as Council members. These voting limitations do not apply to the
Executive Director, who is a full member of the National Executive Council.
ARTICLE
XI
CONTRACTS,
CHECKS, DEPOSITS AND FUNDS
1.
Contracts. The National Executive Council may authorize
any officer(s) or agent(s) of the corporation, in addition to the officers so
authorized by these by-laws, to enter into any contract or to 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.
2.
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 corporation shall be signed by such officer(s) or agent(s) of the
corporation, and in such manner, as shall from time to time be determined by
resolution of the National Executive Council.
In the absence of such determination by the National Executive Council,
such instruments shall be signed by the Treasurer or an Assistant Treasurer and
countersigned by the Chairman of the National Executive Council of the
corporation. If a Chairman of the
National Executive Council is not serving, such instruments shall be
countersigned by the Chair or a Vice Chair of the corporation; provided that,
the Chair or Vice Chair must be a different person than the Treasurer or
Assistant Treasurer signing such instrument.
3.
Deposits And Investments. All funds of the corporation shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories, or invested for the account of the
corporation, as the National Executive Council may determine from time to time.
4.
Gifts. The National Executive Council or the Chair
shall have the power to accept on behalf of the corporation any donation,
contribution, gift, devise or bequest made to the corporation for its general
purposes or for any special purpose, and to give receipts and acquittances
therefor.
5.
Loans. No officer or Council member shall be
authorized to obtain loans on behalf of the corporation without the approval of
the National Executive Council.
ARTICLE
XII
BOOKS
AND RECORDS
The
corporation shall keep correct and complete books and records of account and
shall also keep minutes of the proceedings of its National Executive Council
and committees, and shall keep at its registered or principal office a record
setting forth the names and addresses of the Council members entitled to vote. All books and records of the corporation may
be inspected by any Council member, or his or her agent or attorney, for any
proper purpose at any reasonable time.
ARTICLE
XIII
FISCAL
YEAR
The
fiscal year of the corporation shall be determined by the National Executive
Council.
ARTICLE
XIV
WAIVER
OF NOTICE
Whenever
any notice whatsoever is required to be given under the provisions of the Act,
the Articles of Incorporation or these by-laws, a written waiver thereof signed
by the person or persons entitled to receive such notice, whether signed before
or after the time such notice is required to be given, shall be deemed
equivalent to the giving of such notice.
ARTICLE
