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 XV

 

                                              AMENDMENTS TO BY-LAWS

 

The power to alter, amend or repeal the by-laws or adopt new by-laws shall be vested in the National Executive Council.  Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given.  The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the Articles of Incorporation.  At least 60 days prior to a vote by the National Executive Council, the proposed by-laws or amendments shall be mailed to the membership with opportunity for comment.  An amendment to the by-laws shall require a 2/3 majority vote of the National Executive Council in an executive session.

 

                                                             ARTICLE XVI

 

                                             TELEPHONE PARTICIPATION

 

The Council members of the corporation may participate in a meeting of the National Executive Council (including any committee thereof) through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other, and such participation in a meeting shall constitute attendance and presence in person at the meeting of the person or persons participating.

 

 

                                                            ARTICLE XVII

 

       INDEMNIFICATION OF COUNCIL MEMBERS, OFFICERS AND OTHERS

 

1.                  Actions Other Than By Or In The Right Of The Corporation.  The corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or 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 is or was a Council member, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a Council member, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit 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 action or proceeding, had no reasonable cause to believe that such conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful.

 

2.                  Actions By Or In The Right Of The Corporation.  The corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a Council member, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a Council member, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, 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, except that, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

 

3.                  Indemnification Where Party Has Been Successful In Defense Of Action.  To the extent that a Council member, officer, employee or agent of the corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 1 and 2 of this article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

 

4.                  Determination That Standards Of Conduct Have Been Met.  Any indemnification under Sections 1 and 2 of this article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the Council member, officer, employee or agent is proper in the circumstances because such person has met the applicable standards of conduct set forth in Sections 1 and 2 of this article.  Such determination shall be made (a) by the National Executive Council by a majority vote of a quorum consisting of Council members who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Council members so directs, by independent legal counsel in a written opinion.

 

5.                  Payment in Advance Of Final Disposition.&nbs