ASSOCIATION OF SCIENCE-TECHNOLOGY CENTERS INCORPORATED
NAME AND LOCATION
1.1 Name. The name of this Corporation shall be Association of Science-Technology Centers Incorporated, a nonprofit, non-stock corporation incorporated in the State of Maryland.
1.2 Location. The registered office of the Corporation shall be located in the State of Maryland. The Corporation also may have offices in such other localities, either within or outside of the State of Maryland, as may be determined by the Board of Directors.
PURPOSES AND POLICIES
2.1 Purposes. The purpose for which the Corporation is organized is to further public understanding of science; to improve the operations of science centers and museums serving as community resources for science education; to assist members in achieving the widest participation of all peoples in lifelong science learning, especially those who have been traditionally under-represented in the scientific enterprise; to serve as a vehicle for cooperative projects of mutual interest to its members; and generally to advance the role of science centers and museums in society.
The Corporation is an organization of science centers and museums that are dedicated to furthering the public understanding of science among increasingly diverse audiences. The Corporation encourages excellence and innovation in informal science learning by serving and linking its members worldwide and advancing their common goals.
The Corporation shall have and exercise all powers necessary and convenient to effect the purposes for which the Corporation is organized.
Notwithstanding any other provision of these Bylaws or of the Articles of Incorporation, the purpose or purposes for which the Corporation is organized shall be limited so as to qualify the Corporation as exempt from taxation under Sections 501(a) and 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future United States internal revenue law.
2.2 Policies. The Corporation shall be noncommercial, nonsectarian, and nonpartisan. Neither the name of the Corporation nor the names of any members in their official capacities shall be used in connection with any commercial concern or with any partisan interest or for any purpose not appropriately related to the promotion of the purposes of the Corporation. No substantial part of the activities of the Corporation shall include the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements concerning) any political campaign on behalf of any candidates for public office.
The Corporation has the power and authority to accept gifts and/or contributions by will or otherwise in any form of property or money, provided that the purpose of such gift or contribution, as specified by the donor, is within the purposes of the Corporation.
MEMBERSHIP AND DUES
3.1 Classes of Members. The Corporation shall have three (3) classes of members: Science Center and Museum Members, Sustaining Members, and Governing Members.
3.2 Membership Eligibility.
- 3.2.1 Science Center and Museum Member Eligibility. Science Center and Museum Members shall be not-for-profit museums of any type that share and support the overall mission and purposes of the Corporation.
- 3.2.2 Sustaining Member Eligibility. Sustaining Members shall be not-for-profit or for-profit organizations that share and support the overall mission and purposes of the Corporation but that are not science centers or museums.
- 3.2.3 Governing Member Eligibility. Governing Members shall be science centers that share and support the overall mission and purposes of the Corporation and have an annual operating budget of at least two hundred fifty thousand United States Dollars ($250,000) (or the equivalent in non-U.S. currency). A “science center” is defined as a not-for-profit organization that:
- Identifies itself as a science center/museum;
- Has as its primary mission to increase the public understanding of science;
- Engages in activities meant to increase public understanding of science and technology;
- Provides exhibits, programs, and activities addressing a broad spectrum of scientific disciplines and topics such as physical sciences, natural sciences, mathematics, and technology;
- Operates one (1) or more physical sites that is staffed and open to the public at least one thousand eight hundred (1,800) hours per year and six days per week;
- Uses a broad array of delivery techniques for science learning experiences that include experiential, tactile, and kinesthetic exhibits, participatory programs, hands-on activities, and inquiry-based learning;
- Shows dedication to the use of informal learning methods;
- Serves as a resource for a community’s science education needs.
The Board of Directors may adopt additional criteria for Governing Membership as well as processes for assessing entities’ compliance with any such criteria.
3.3 Member Representatives.
- 3.3.1 Designation of Member Representatives. Each member may designate, in a writing delivered to the President and CEO or the Secretary, one (1) individual to serve as its representative (“Member Representative”). Member Representatives shall be entitled to participate in meetings of the Corporation. Designation as a Member Representative may be changed in a writing delivered to the President and CEO or, if there is none, to the Secretary.
- 3.3.2 Revocation of Member Representatives’ Authority. Representation by any Member Representative shall cease immediately upon revocation of such individual’s authority by the represented member or upon termination of the represented member’s membership in the Corporation.
3.4 Membership List. The President and CEO shall keep a current list of all members of the Corporation. It shall be the duty of members to inform the President and CEO of any change of name or address. If there is no President and CEO, the membership list shall be kept by the Secretary.
3.5 Member Voting Rights. Each Member Representative of a Governing Member shall be entitled to participate in meetings and to cast one (1) vote on behalf of its Governing Member on Corporation matters brought to the membership for a vote. Member Representatives of Science Center and Museum Members and Sustaining Members shall not be entitled to vote on Corporation matters.
3.6 Membership Selection and Termination.
- 3.6.1 Member Selection. All members must be approved for membership by a majority vote of the Board of Directors. Notice of a meeting at which prospective members are to be considered shall include a complete list of prospective members to be voted upon at such meeting.
- 3.6.2 Termination of Membership. Any member may be expelled or suspended from membership by vote of a majority of the Board of Directors, after notice and an appropriate hearing as necessary to ensure due process.
3.7 Resignation. A member may resign at any time by delivering a written resignation to the Corporation. Such resignation shall be effective upon receipt by the Corporation. No member so resigning shall be entitled to any refund of dues or other amounts paid.
3.8 Dues. The Board of Directors shall have the authority to establish the assessment, amount and timing of payment of dues for members.
3.9 Failure to Pay Dues. Any member who fails to pay dues in a timely manner shall be notified by mail of a delinquency by the President and CEO, or if there is no President and CEO, by the Treasurer. If payment is not made within thirty (30) days after receipt of such notice, the member shall be reported to the Board of Directors as in arrears and shall be subject to suspension in accordance with paragraph 3.6.2 hereof.
If the dues or assessments of any member are not paid within six (6) months after notice of delinquency, or within three (3) months after the member has been suspended by the Board of Directors, whichever period is shorter, the member may be expelled from the Corporation in accordance with paragraph 3.6.2 hereof.
3.10 Reinstatement. Any member suspended from the Corporation for nonpayment of dues or assessments but not expelled for this reason may be reinstated at the discretion of the Board of Directors, upon payment of all amounts in arrears. Any member expelled from the Corporation for nonpayment of dues or assessments may be reinstated as a member only upon payment of all amounts in arrears, or such amounts as the Board of Directors deems equitable, and upon approval by the Board of Directors.
MEETINGS AND REPORTS
- 4.1.1 Annual Business Meeting. The Annual Business Meeting of the members shall be held in the month of October of each year or at such a time and at such place as the Board of Directors may designate. Notice of the meeting shall be given in accordance with paragraph 4.1.4 hereof.
A special meeting may be held in lieu of the Annual Business Meeting and any actions taken at a special meeting shall have the same effect as if it had been taken at the Annual Business Meeting, and in such case all references in these Bylaws to the Annual Business Meeting shall be deemed to refer to such special meeting.
- 4.1.2 Special Meetings. Special meetings of members shall be called by the Chair or the Secretary at the request of at least twenty-five percent (25%) of the Governing Member Representatives eligible to vote at such meeting, in accordance with the requirements of the laws of the State of Maryland. Special meetings shall be held at any place within or outside of the State of Maryland. The time and place for holding a special meeting shall be fixed by the Board of Directors.
- 4.1.3 Voting by Governing Member Representatives. Each Governing Member Representative shall be entitled to vote at any regular or special meeting. Governing Member Representatives may vote in person or by written proxy. No proxy shall be valid for a period greater than eleven (11) months, unless otherwise provided in the proxy. A proxy purporting to be executed by or on behalf of a Governing Member shall be deemed valid unless challenged at or prior to its exercise. Voting on all matters, including the election of Directors, may be conducted by mail or facsimile.
- 4.1.4 Notice. Written notice of any meeting of the members stating the place, day and hour of the meeting and, in the case of a special meeting or if notice of the purpose is required by any provision of law or these Bylaws, the purpose or purposes for which the meeting is called, shall be delivered, either personally or by mail, to each Governing Member Representative entitled to vote at such meeting not less than ten (10) or more than ninety (90) days before the date of the meeting. Notice given by mail shall be addressed to a Governing Member at its address as it appears in the Corporation’s records and shall be deemed to be given at the time it is deposited, properly addressed, in the U.S. mail. Notice may also be given by telegram, e-mail, facsimile or overnight mail and shall be deemed given when delivered to or through the appropriate carrier. A waiver of notice of any meeting in writing signed by a representative of the Governing Member entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Participation of a Governing Member Representative in any meeting shall constitute a waver by the Governing Member of notice of such meeting, except if such Governing Member Representative participates for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Whenever a meeting of the members shall be adjourned, it shall not be necessary to give notice of the adjourned meeting or of the business to be transacted thereat, otherwise than by announcement at the meeting at which such adjournment is taken.
- 4.1.5 Quorum. The presence in person or by proxy or ballot of the Governing Member Representatives eligible to cast a majority of the total number of votes entitled to be cast on a particular matter shall constitute a quorum for the purpose of considering any matter, except as otherwise provided by law or the Articles of Incorporation or the Bylaws. If such quorum shall not be present or represented at any meeting, the Governing Member Representatives present in person or represented by proxy shall have the power either to request that the Board of Directors conduct the business of the meeting by mail ballot, or to adjourn the meeting, 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 might have been transacted at the meeting as originally noticed.
- 4.1.6 Additional Meeting. If the number of Governing Member Representatives present at a meeting is insufficient to approve a proposed action, another meeting of the members may be called for the same purpose if: (a) the notice of the meeting stated that the procedure authorized by this provision and by Section 5-206 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended, might be invoked; and (b) by majority vote, the members present in person or by proxy call for the additional meeting. Fifteen (15) days notice of the time, place and purpose of the additional meeting shall be given by advertisement in a newspaper published in the county where the principal office of the Corporation is located. The notice shall state that at the additional meeting (a) the Governing Member Representatives present in person or by proxy constitute a quorum and (b) a majority of the Governing Member Representatives present in person or by proxy may approve or authorize the proposed action at the additional meeting and may take any other action which could have been taken at the original meeting if a sufficient number of Governing Member Representatives had been present.
- 4.1.7 Requisite Vote. The affirmative vote of a majority of the votes entitled to be cast by the Governing Member Representatives present in person or represented by proxy at a meeting at which a quorum is present or by ballot shall decide any questions which properly come before a meeting, unless the question is one upon which these Bylaws, the Articles of Incorporation or law requires a different vote.
4.2 Financial Reports. The Corporation shall distribute to members of the Corporation such financial reports as may be required by law to be prepared and distributed.
4.3 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all of the Governing Member Representatives entitled to vote on the matter consent in writing to the adoption of a resolution setting forth and authorizing the action, and the written resolution and consents are filed with the records of the meetings of members. Each such consent shall be treated for all purposes as a vote at a meeting.
4.4 Record Date. The Board of Directors shall have the authority to set a record date or direct that the membership roster be closed for a stated period for the purpose of making any proper determination with respect to members, including which members are entitled to notice of meeting, to vote at a meeting or to be allotted other rights. Such record date shall not be prior to the close of business on the day the record date is fixed. Except as otherwise provided in this paragraph, the record date shall be not more than ninety (90) days before the date on which the action requiring the determination will be taken. The membership roster may not be closed for a period longer than twenty (20) days. In the case of a meeting of members, the record date or the closing of the membership roster shall be at least ten (10) days before the date of the meeting.
BOARD OF DIRECTORS
5.1 Powers. The business and affairs of the corporation shall be managed under the direction of the Board of Directors, which shall have all powers of the Corporation except such as are required by law or the Articles of Incorporation or these Bylaws to be otherwise exercised. The Board of Directors shall generally direct, control, and manage the activities of the Corporation, including determining the duties, in addition to those prescribed by these Bylaws, of all officers, agents and employees of the Corporation, and interpreting and implementing these Bylaws and all other regulations and policies of the Corporation.
5.2 Number, Qualifications, and Election. The Board of Directors shall consist of not fewer than ten (10) nor more than twenty-four (24) Directors, and the number of Directors comprising the Board of Directors within those limits shall be fixed from time to time by the Board of Directors. The Board of Directors shall be comprised of Governing Member Representatives, the Officers, the Members at Large and the President and CEO. The President and CEO shall serve as an ex-officio member of the Board of Directors with full voting rights.
Directors shall be elected via mail ballot or electronic means by vote of a majority of the Governing Member Representatives, from a list of nominees selected from among the Governing Member Representatives by the Nominating Committee. The ballot must be disseminated to Governing Member Representatives at least sixty (60) days prior to the Annual Business Meeting of the members. Those Governing Member Representatives who serve in the chief executive leadership role of their institution shall be deemed to be authorized by the Governing Member that he or she represents to serve as a member of the Board of Directors.
As used in these Bylaws, the term “entire Board” means the total number of Directors entitled to vote if there are no vacancies. The maximum and minimum number of Directors comprising the Board of Directors may be increased or decreased from time to time by amendment to these Bylaws. No decrease in the number of Directors shall shorten the term of any incumbent Director.
5.3 Classes and Terms. Each Director shall hold office for three (3) years and may serve two (2) consecutive terms. Each Director shall hold office (a) until his or her successor has been elected, (b) until his or her earlier death, resignation, or removal, (c) until the membership of the Governing Member that the Director represents has terminated, which termination shall be deemed to effect the resignation of such Director, or (d) until the termination of the Director’s affiliation with the Governing Member that the Director represents, which shall be deemed to be the resignation of such Director. At the close of the Director’s second term, their service on the Board ends unless they choose to run for an officer position, following the procedures outlined in Article 6.2.
5.4 Resignation and Removal for Cause. Any Director may resign at any time by delivering written notice of such resignation to the Secretary of the Corporation, and such resignation shall become effective upon receipt by the Secretary or on the date specified therein, whichever is later, and acceptance of the resignation by the Board of Directors shall not be necessary to make the resignation effective. Failure to attend three (3) consecutive meetings without the approval of the Chair shall be deemed to be a resignation.
Any or all of the Directors may be removed for cause by the affirmative vote of a majority of Governing Member Representatives present during an election of Directors, provided that any Director who is subject to removal may not be removed before written charges specifying the alleged basis for removal shall have been filed with the Secretary of the Corporation with a copy served on the Director charged, and the Director has been given the opportunity, at a meeting of members, to be heard on the subject of the charges pursuant to processes created by the Board of Directors in advance.
5.5 Newly-Created Directorships and Vacancies. Newly-created directorships resulting from an increase in the number of Directors or from vacancies on the Board of Directors resulting from any other cause shall be filled by the vote of the Board of Directors for the unexpired portion of the term or until the next election of Directors; provided, however, that if at any time the office of Immediate Past Chair is vacant, the Board of Directors shall not fill such vacancy; and provided further that in the event that more than one year remains in the term of the Director whose position is to be filled, the Director to be elected shall be elected to fill the remainder of the term in accordance with the procedures governing the nomination and election of Directors in paragraph 5.2 hereof.
5.6 Annual Meetings. An annual meeting of Directors shall be held each year in conjunction with the Annual Business Meeting of members, or such other day as the Board of Directors shall designate, at such time and place as shall be fixed by the Board of Directors, for the transaction of such business as may properly come before the meeting. Notice shall be given in accordance with paragraph 5.8 hereof.
5.7 Additional Meetings. Additional meetings of the Board of Directors, whether regular or special, may be held at such time and place as may be determined by the Board of Directors or the Chair. A notice of each additional meeting of the Board of Directors shall be sent or delivered not less than ten (10) nor more than ninety (90) days before such meeting. The Board will also convene by teleconference every other month or as otherwise determined by the Chair.
5.8 Notice of Meeting. Notice of a meeting of the Board of Directors may be personal, by telephone, e-mail, or mail and shall be sent to each Director at his or her address appearing on the books of the Corporation for the purpose of notice. Every such notice shall specify the date, place, day and hour of the meeting. A waiver of notice of any meeting in writing signed by the Director entitled to such notice, whether before or after the time stated therein, and filed with the records of the meeting, shall be deemed equivalent to the giving of such notice. Presence of a Director at any meeting shall constitute a waiver by him or her of notice of such meeting, except where such Director participates for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Whenever a meeting of the Board of Directors shall be adjourned, it shall not be necessary to give notice of the adjourned meeting or of the business to be transacted thereat, otherwise than by announcement at the meeting at which such adjournment is taken.
5.9 Location of Meetings. Meetings of the Board of Directors may be held at any place within or outside of the State of Maryland.
5.10 Organization of Board Meetings. At all meetings of the Board of Directors, the Chair, or in the Chair’s absence the Chair-Elect or the Immediate Past Chair, or in the absence of any of these officers, a temporary Chair, chosen by a majority of the Directors present at the meeting, shall act as Chair of such meeting and preside thereat. The Secretary shall act as secretary at all meetings of the Board of Directors. In the absence from any such meeting of the Secretary, the Chair may appoint any person to act as secretary of the meeting. A copy of the minutes of each meeting shall be supplied to each member of the Board.
5.11 Meetings by Telephone Conference Calls; Online Meetings. Directors or members of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting. Directors or members of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by means of the Internet, if permitted by law, even if the participants are not able to hear each other.
5.12 Quorum. At all meetings of the Board of Directors, a quorum shall be a majority of the Directors then in office. A lesser number than a quorum may adjourn any meeting from time to time without further notice other than announcement at the meeting.
5.13 Requisite Vote. At any meeting of the Board of Directors at which a quorum is present, a majority of the Directors present may take action on behalf of the Board of Directors, unless a higher vote is required by law, by the Articles of Incorporation or by these Bylaws.
5.14 Action by Unanimous Written Consent. Any action which properly may be taken at a meeting of the Board of Directors or of a committee of the Board of Directors may be taken without a meeting if all members of the Board of Directors or committee then in office consent in a writing signed by each member to the adoption of a resolution authorizing the action. The resolution and written consents shall be filed with the minutes of the proceedings of the Board or committee.
5.15 Committees. There shall be an Executive Committee, a Nominating Committee, and a Finance and Audit Committee as defined in paragraphs 5.15.1, 5.15.2, and 5.15.3. The Board of Directors may establish and elect, by a majority of the Directors present, such other committees as they may determine. Each other committee shall consist of not fewer than two Directors. The Board of Directors may delegate to committees so elected some or all of their powers to the extent permitted by the laws of the State of Maryland. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors in such rules, its business shall be conducted as nearly as possible in the same manner as in provided by these Bylaws for the Board of Directors. The Board of Directors shall have the power at any time to fill vacancies in any such committee, to change its membership or to discharge the committee. The designation and appointment of any such committee and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him or her by law.
- 5.15.1 Executive Committee. The Executive Committee shall consist of the Chair, Chair-Elect, Immediate Past Chair, Secretary, Treasurer, and up to three (3) Members at Large, provided that such persons are also members of the Board of Directors. Members at Large of the Executive Committee shall be nominated by the Nominating Committee and shall serve a term of one year. The President and CEO shall serve as a voting ex-officio member of the Executive Committee. The Executive Committee shall have all of the authority of the Board of Directors in the management of the business and affairs of the Corporation to the extent permitted by the laws of the State of Maryland. The Executive Committee shall convene by teleconference every month or as determined by the Chair.
- 5.15.2 Nominating Committee. The Board of Directors shall appoint a Nominating Committee consisting of the Chair, Immediate Past Chair, and the representatives of three or more Governing Members, which shall select nominees to serve on the Board of Directors. The Immediate Past Chair shall serve as chair of the Nominating Committee.
- 5.15.3 Finance and Audit Committee. The Board of Directors shall appoint a Finance and Audit Committee consisting of the Treasurer, who shall serve as Chair, and three or more Governing Members, which shall review monthly statements and the annual budget, monitor investments, consult with the President and CEO regarding financial management, and monitor the independence and performance of outside auditors on behalf of the Board.
5.16 Ad Hoc Committees. The Board of Directors may, by a majority vote of the Directors present, establish and elect members to such Ad Hoc Committees as it may determine are necessary in the best interests of the Corporation. Such Ad Hoc Committees may advise the Board or any Committee of the Board, but shall have no power or authority to bind the Board or the Corporation on any matter.
5.17 Compensation. A Director shall receive no compensation for performance of his or her duties as a Director of the Corporation, but may be reimbursed for reasonable expenses of attending meetings.
6.1 Officers. The officers of the Corporation shall be Chair, Chair-Elect, Immediate Past Chair, Secretary, and Treasurer; each of whom shall be a Governing Member Representative. The foregoing officers shall be elected as provided in paragraph 6.2 hereof.
6.2 Election and Term of Office. Individuals shall be nominated to be elected officers of the Corporation from among the Governing Member Representatives by the Nominating Committee. Individuals who are currently serving on the Board of Directors, or whose service on the Board of Directors has ended within the last three years, are eligible to serve as officers of the Corporation and shall be elected by a majority of the Governing Member Representatives voting as outlined in Article 5.2. Each officer shall be elected for a term of two years and until his or her successor shall have been duly chosen and qualified, or until his or her earlier death, resignation, or removal. The individual who has most recently been elected Chair, but is not currently serving as Chair or other elected officer of the Corporation, and has not resigned or been removed from the office of Chair prior to the completion of his or her elected term, shall serve as Immediate Past Chair.
6.3 Resignation and Vacancies. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Chair, Secretary, or to the President and CEO. Any such resignation shall take effect at the time specified therein, and, unless otherwise specified there, the acceptance thereof shall not be necessary to make it effective. An officer shall be deemed to have resigned from any position he or she may hold with the Corporation, in the event of the termination of the officer’s employment or affiliation with the Member which he or she represents as evidenced by a written statement from the Governing Member, or in the event the Governing Member’s membership in the Corporation terminates. In the event the position of any officer becomes vacant by reason of death, resignation, removal or other cause, the Board of Directors may elect an officer to fill the vacancy at any meeting thereof. Unless otherwise determined by the Board of Directors, any officer so elected shall hold office until the next annual election and until a successor has been duly elected and qualified.
6.4 Chair. The Chair shall direct the Board of Directors in execution of activities of the Corporation. The Chair shall preside at all meetings of members, the Board of Directors, and the Executive Committee and shall serve as an ex-officio member of all committees. The Chair shall have general responsibility for the business, affairs and property of the Corporation; shall sign such papers as may be required by the office; shall approve an annual report of the operations of the Corporation to the Board of Directors at its Annual Meeting; shall make such other reports and recommendations to the members at annual or special meetings concerning the work and affairs of the Corporation which are desirable for their information and guidance; shall provide guidance to the President and CEO; and shall perform such duties as are normally incident to the office of Chair.
6.5 Chair-Elect. The Chair-Elect shall perform such duties and shall have such powers as may from time to time be assigned by the Board of Directors or the Chair. The Chair-Elect shall carry out the duties of the Chair in the absence of the Chair, and shall assume the office of Chair at the end of their term.
6.6 Secretary. The Secretary shall (a) attend all meetings of the Board of Directors; (b) give notice of all meetings, when required, in accordance with law and these Bylaws; (c) maintain a list of the Corporation’s membership; (d) be custodian of the seal of the Corporation and affix such seal to all documents, the execution of which is authorized by the Board of Directors or by any officer or agent of the Corporation to whom power to authorize the affixing of such seal shall have been delegated; (e) keep, or cause to be kept, in books provided for the purpose, minutes of the meetings of members, of the Board of Directors and of each committee of the Board of Directors and distribute such minutes to the Directors; (f) see that the books, reports, statements and all other documents and records required by law are properly kept and filed; (g) sign such instruments as require the signature of the Secretary; and (h) in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned.
6.7 Treasurer. The Treasurer shall (a) attend all meetings of the Board of Directors; (b) have charge and custody of and be responsible for all funds of the Corporation and deposit all such funds in such banks, trust companies or other depositories in insured accounts, in accordance with the provisions of these Bylaws; (c) receive and give receipts for monies due and payable to the Corporation from any source whatsoever; (d) arrange for an annual independent audit of the finances of the Corporation; (e) sign such instruments as require the signature of the Treasurer; (f) serve as chair of the Finance and Audit Committee; and (g) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned. The Treasurer shall keep full and accurate records of all financial transactions of the Corporation and provide an annual report to the Board of Directors on all income and expenses of the Corporation, and report to the Board at other times when requested by the Board of Directors.
6.8 Immediate Past Chair. The Immediate Past Chair shall perform such duties and shall have such powers as may from time to time be assigned by the Board of Directors or the Chair. The Immediate Past Chair shall chair the Nominating Committee, and shall carry out the duties of the Chair in the absence of the Chair or Chair-Elect.
6.9 President and CEO. The Board of Directors may select and employ a President and CEO for all matters related to program design and oversight, daily operations, and fiscal matters of the Corporation and provide organizational and managerial assistance to the Board of Directors and/or the Executive Committee. Under the direction of the Board of Directors, the President and CEO shall conduct such activities as may be necessary to further the purposes of the Corporation. The President and CEO shall attend meetings of the committees of the Board and provide planning, management, logistical and technical support for the Board of Directors and/or the Executive Committee and/or other committees. The President and CEO shall have the authority to solicit and to coordinate members’ solicitation of funding for projects and programs of the Corporation, and shall submit an annual report of the operations of the Corporation to the Board of Directors at its Annual Meeting. The President and CEO shall serve at the pleasure of the Board of Directors or under an employment arrangement the Board of Directors deems reasonable.
6.10 Additional Powers. The Board of Directors may at any time impose or confer upon any officer such other duties or powers as in its discretion it deems necessary or appropriate.
DEPOSITORIES, INVESTMENTS AND CHECKS
7.1 The monies, securities and other valuable assets of the Corporation shall be deposited, except for such cash as the appropriate officers shall reasonably consider necessary for immediate requirements, in such depositories as the Board of Directors may from time to time designate. All deposits shall be made in the name of the Corporation. Checks, notes, drafts, bills of exchange, acceptances, undertakings or other instruments or orders for the payment of money shall be signed by any two of the following individuals: the Chair, the Treasurer, the President and CEO or an employee of the Corporation who is a department head and has been designated by the Board of Directors.
7.2 The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in federally insured accounts or as the Board of Directors otherwise in its discretion may deem in the best financial interest of the organization to fulfill its mission.
BOOKS AND RECORDS
The books and records of the Corporation shall be kept at the principal office of the Corporation, or at such place as the Board of Directors may designate. All books and records of the Corporation may be inspected by any Member or its attorney for any purpose at any reasonable time.
The fiscal year of the Corporation shall end on March 31 of each year, or such other date at the Board of Directors shall select.
COMPENSATION AND CONTRACTS
No member, Director, officer or employee of the Corporation, or advisor to the Corporation, or other private person shall receive any part of the net earnings of the Corporation, except that the Corporation is authorized and empowered to pay such persons reasonable compensation for services actually rendered to the Corporation, to reimburse such persons for expenses incurred in the performance of such services and to make payments and distribution in furtherance of the purposes set forth in Article 1 hereof. No member, Director or officer may receive compensation for services in such capacity only.
Any of these Bylaws may be altered, amended or repealed, or a new Bylaw may be adopted, at any meeting of the Board of Directors by the affirmative vote of a majority of the entire Board of Directors; provided that the proper notice of such meeting shall state the substance of the Bylaw to be altered, amended, repealed or adopted.
DISSOLUTION OF THE CORPORATION
The Corporation may be dissolved by the affirmative vote of two-thirds (2/3) of its members. In the event of any dissolution or final liquidation, the remaining assets of the Corporation shall be applied and distributed as follows: All liabilities and obligations of the Corporation shall be paid, satisfied and discharged, or provision therefor shall be made; any assets held on the condition that such assets be returned, transferred or conveyed upon dissolution, shall be disposed of in accordance with such requirement; all remaining assets of every nature and description whatsoever shall be distributed to organizations which qualify as exempt under the provisions of 501(c)(3) of the Internal Revenue Code of 1986, as amended, or its successor provisions, and which are concerned with promoting research, education or the public interest.
Any determination that any provision of these Bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these Bylaws.
Amended October 5, 2001
Approved 04/21/2010, Clearwater Beach, FL board mtg
Approved 8/8/2013, Board of Directors conference call
Approved 7/26/2017, Board of Directors conference call