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BYLAWS
OF THE
IAWP FOUNDATION
(A Georgia Corporation Not for
Profit)
ARTICLE I
The
principal office of IAWP Foundation, hereinafter “Corporation,” shall be
located at the address set forth in the articles of incorporation. The Corporation may have such other offices,
either within or without the state of Georgia, as the Board of Directors may
determine from time to time.
ARTICLE II
MEMBERSHIP
Section
1. Classes of Members. The Corporation shall have only one (1)
class of membership, the Board of Directors, the members of which shall be the
voting members of the Corporation.
ARTICLE III
Section
1. General Powers. The business of the Corporation shall be
managed by the Board of Directors whose members shall have a fiduciary
obligation to the Corporation.
Section
2. Number, Term and
Qualifications. The members of the
Board of Directors of the Corporation shall be those persons who currently
serve, or are subsequently elected and/or appointed to the following offices of
the International Association of Women Police (EIN: 51-0200042), a District of
Columbia nonprofit corporation (“IAWP”) recognized as an Internal Revenue Code
Section 501(c)(6) tax exempt organization by the Internal Revenue Service:
1. President;
2. Immediate Past President;
3. Executive Director;
4. First Vice President;
5. Treasurer;
6. Historian;
7. Recording Secretary;
8. Chaplain;
9. Sgt-at-Arms;
10. Regional Coordinator Representative.
The terms of membership of such directors shall be
concurrent with the terms of such persons’ service in the above-described
offices with IAWP. Such persons shall
assume their positions as directors of the Corporation immediately following
their elections and/or appointments to such specific offices with IAWP, and
their terms of office shall continue only as long as they hold such offices
with IAWP. Any director of the
Corporation may resign as a director by giving notice to the Corporation’s
President. If such resigning director
is also an officer of the Corporation such person’s office with the Corporation
shall be vacated immediately upon the submission of such resignation. In such circumstance a majority of the
remaining directors shall elect a replacement director at the Corporation’s
next regular meeting. Such replacement
director shall serve as a director of the Corporation only for the remaining
term of the resigning director.
Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held each year. The Board of Directors may provide, by resolution or other form of written or electronic notification, the time and place for holding additional regular meetings without other required notice.
Section
4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of a majority of the existing directors.
Section
5. Action without a Meeting. Any action required or permitted to be taken
by a meeting of the directors of the Corporation may be taken without a meeting
by written action signed by a number of the directors equal to the number of
directors that would be required to take the same action at a meeting of the
Board of Directors at which all directors were present, provided that all
members are notified and given the opportunity to respond. The written action is effective when signed
by the required number of directors, unless a different effective time is
provided in the written action. When
written action is taken by less than all of the directors, the Corporation will
immediately notify all directors of the action's text and effective date. Section
6. Signatures. Any director of the Corporation required to
sign or execute minutes, actions, actions to memorialize a meeting taken
without a meeting, or other internal corporate governance matters of the
Corporation may effect such signature by transmitting a signature via
electronic facsimile transmission of the signature or signature page to the
other party or parties, or to the Corporation directly, and the party or
parties, or the Corporation, receiving such transmission may rely upon the
electronic facsimile signature as a signed original of any such document.
Section
7. Notice. Notice of the annual, regular or any special meeting of the Board
of Directors shall be given by oral, written, or electronic notice to each
director. The attendance of a director at any meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
The business to be transacted at the meeting need not be specified in
the notice or waiver of notice of such meeting, unless specifically required by
law or by these bylaws. Receipt of the
notice shall be acknowledged by the director.
Section
8. Quorum. A majority of the Board of Directors shall constitute a quorum
for the transaction of business at any meeting of the Board; but if less than a
majority of the directors is present at any meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice.
Section
9. Board Decisions. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required by law or by these
bylaws.
Section
10. Vacancies, Additions, Elections and
Removal. Any vacancy occurring in the
Board of Directors and any directorship to be filled by reason of an increase
in the number of directors, shall be filled by a two-third (2/3) majority vote
of the Board of Directors.
Section
11. Compensation. Directors, as such, shall not receive any
salaries for their services as directors.
ARTICLE IV
Section 1. Officers. The officers of
the Corporation shall be a President, Secretary and Treasurer, and such offices
shall be filled by the persons who serve such IAWP offices by election and/or
appointment by the IAWP Board of Directors and/or Board of Trustees from
time-to-time. The terms of such offices
shall run concurrently with the terms of the offices of President, Secretary
and Treasurer of IAWP. A majority of the
Corporation’s Board of Directors, in conjunction with the needs and requirements
of the Corporation’s designated officers, may create or appoint other offices
or officers, including one or more assistant secretaries and one or more
assistant treasurers, as it shall be deemed desirable, such officers to have
the authority and perform the duties prescribed, from time-to-time, by the
Board of Directors. Any two or more offices may be held by the same person.
Section 2. Vacancies; Removal. All
vacancies or removals of officers of the Corporation shall be determined or
effected by the method by which any such person or office is vacated, removed,
disqualified or replaced by the Board of Directors of IAWP from such person’s
IAWP office. To the extent any person
serving as an officer of the Corporation resigns, or is removed or disqualified
from such person’s office held with IAWP, such person immediately shall be
deemed to have resigned, been removed or disqualified from such office with the
Corporation, and such person shall be replaced by the person designated and
elected or appointed by the Board of Directors of IAWP to fill the office of
President, Secretary or Treasurer, as appropriate.
Section 3. Resignation; Replacement.
Any officer of the Corporation may resign as an officer by giving notice
to at least two (2) members of the Corporation’s Board of Directors. In such circumstance a majority of the
Corporation’s directors (not including the vote of the resigning officer if
such person continues as a director of the Corporation) shall elect a
replacement officer at the Corporation’s next regular meeting. Such replacement officer shall serve a term
only for the remaining term of the resigning officer.
Section 5. Powers of Officers.
(a) The President: The
President shall be the chief executive officer of the Corporation, shall be a
continuing member of the Board of Directors, and shall have general management
responsibilities of the business of the Corporation and general supervision of
the other officers. The President shall
preside at all meetings of the Board of Directors and see that all orders and
resolutions of the Board are carried into effect. The President shall execute in the name of the Corporation all
deeds, bonds, mortgages, contracts and other documents authorized by the Board
of Directors. The President shall be
ex-officio a member of all standing committees and shall have the general
powers and duties of supervision and management usually vested in the office of
president of a corporation. The
President shall be authorized to delegate attendance and representation to
other officers of the Corporation, as appropriate in the circumstances and in
the event the President cannot attend various meetings or functions which
otherwise may require the presence of the President.
(b) Secretary: The Secretary shall
attend all sessions of the Board and shall act as clerk thereof and record all
votes and the minutes of all proceedings in a book to be kept for that
purpose. The Secretary shall perform
like duties for the executive and standing committees when required and shall
give, or cause to be given, notice of meetings of the Board of Directors when
notice is required to be given under these bylaws or by any resolution of the
board. The Secretary shall keep the
membership rolls of the Corporation, and in general perform the duties usually
incident to the office of Secretary of a corporation, and such further duties
as shall from time to time be prescribed by the Board of Directors or the
President.
(c) Treasurer: The Treasurer
shall keep full and accurate account of the receipts and disbursements of the
Corporation in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such banks and depositories as may be designated by the Board of Directors, but
shall not be personally liable for the safekeeping of any funds or securities
so deposited pursuant to the order of the board. The Treasurer shall disburse the funds of the Corporation as may
be ordered by the board and shall render to the President and directors at the
regular meeting of the board, and whenever they may be required, accounts of
all transactions as Treasurer and of the financial condition of the
Corporation. The Treasurer shall
perform the duties usually incident to the office of the Treasurer and such
other duties as may be prescribed by the Board of Directors or by the
President.
(d) Delegating Powers to Other Officers: In case of the absence of any officer of the Corporation, or for
any other reason that may seem sufficient to the board, the Board of Directors
may delegate such officer’s duties and powers for the time being to any other
officer, or to any director.
ARTICLE V
COMMITTEES AND BOARD OF ADVISORS
Section 1. Committees and Directors.
The Board of Directors, by resolution adopted by a majority of the
directors in office, may designate one or more committees, which committees, to
the extent provided in such resolution, shall have and exercise the authority
of the Board of Directors in the management of the Corporation; but the
designation of such committees and the delegation thereto of authority shall
not operate to relieve the Board of Directors, or any individual director, of
any responsibility imposed on it or such person by law.
Section 2. Other Committees. Other
committees not having and exercising the authority of the Board of Directors in
the management of the Corporation may be designated by a resolution adopted by
a majority of the directors present at a meeting at which a quorum is
present. The President shall appoint
the members thereof. Any member thereof
may be removed by the President whenever in the President’s judgment the best
interest of the Corporation shall be served by such removal.
Section 3. Board of Advisors. A
Board of Advisors may be appointed as set forth below. It shall be the responsibility and privilege
of the Board of Advisors to provide counsel to the President and to the Board
of Directors. Counsel shall be
organizational, financial, legal, or cover other areas wherein the President
determines professional counsel is needed and/or desirable. No minimum or maximum number of members of
the Board of Advisors shall be established and the appointment of the Board of
Advisors and tenure thereon shall be at the pleasure and in the complete
discretion of the President.
CONFLICT OF INTEREST POLICY
Any
director, officer, or key employee of the Corporation who has an interest in a
contract or other transaction, including the consideration of reasonable
compensation, presented to the Board of Directors or a committee thereof for
authorization, approval, or ratification shall make a prompt and full written
disclosure of such interest to the board or committee prior to its acting on
such contract or transaction. Such
disclosure shall include any relevant and material facts known to such person
about the contract or transaction that might reasonably be construed to be
adverse to the Corporation’s interest.
The body
to which such disclosure is made shall thereupon determine, by a vote of
seventy-five percent (75%) of the votes entitled to vote, whether the
disclosure shows that a conflict of interest exists or can reasonably be
construed to exist. If a conflict is
deemed to exist, such person shall not vote on, not use their personal
influence on, nor participate (other than to present factual information or to
respond to questions) in, the discussions or deliberations with respect to such
contract or transaction. Such person may
be counted in determining whether a quorum is present but may not be counted
when the Board of Directors or a committee of
the board takes action on the transaction. The minutes of the meeting shall reflect the disclosure made, the
vote thereon, the abstention from voting and participation, and whether a
quorum was present.
ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS AND
FUNDS
Section
1. Contracts. The Board of Directors may authorize any officer or officers,
agents or agents of the Corporation, in addition to the officers so authorized
by these bylaws, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or may be confined to specific instances.
Section 2. Checks, Drafts or Orders. All checks, drafts or 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 or officers, agent or agents of the
Corporation, and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
In the absence of such determination by the Board of Directors, such
instruments may be signed by the President or Treasurer of the Corporation.
Section
3. Deposits. 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 as the Board of Directors may select.
ARTICLE VIII
BOOKS AND RECORDS
The Corporation shall keep accurate
and complete books and records of account and shall keep all minutes of the
proceedings of the Board of Directors and all committees having and exercising
any of the authority of the Board of Directors, and any other committee, and
shall keep at the principal office a record giving the names and addresses of
the Board of Directors members entitled to vote.
FISCAL YEAR
The fiscal
year of the Corporation shall be from January 1 to December 31 of the
calendar year.
Section 1. Upon
the dissolution of the Corporation, the Board of Directors shall, after the
payment of all the liabilities of the Corporation, dispose of all of the assets
of the Corporation exclusively for the purposes of the Corporation in such manner,
or to such organization or organizations organized and operated exclusively for
charitable or educational purposes as shall qualify as an exempt corporation or
organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended (or of the corresponding provisions of any future United States Revenue
Law) as the Board of Directors shall determine.
Section 2. No
part of the net earnings of the Corporation shall inure to the benefit of, or
be distributed to, its members, officers, directors, or any person except that
the Corporation shall be authorized and empowered to pay reasonable
compensation for services rendered, and to make payments and distributions in
furtherance of the tax exempt purposes of the Corporation. Notwithstanding any other provision of these
bylaws to the contrary, the Corporation shall not carry on any activity not
permitted to be carried on by:
(a)
a corporation exempt from federal income tax under Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended, (or by the corresponding section
of any future Revenue Code of the United States of America) or
(b) a corporation, contributions to
which are deductible under Section 170(c)(2) of the Internal Revenue Code of
1986, as amended (or the corresponding section of any future United States
revenue law).
ARTICLE XI
AMENDMENT OF BYLAWS
The articles of incorporation and
bylaws of the Corporation may be amended by a two-thirds (2/3) majority vote of
the Board of Directors at any regular or special meeting of the Board of
Directors. Notice of proposed
amendments to the articles of incorporation and bylaws must be provided to the
Board of Directors 30 days in advance of such meeting.
ARTICLE XII
COUNTERPART SIGNATURES
These bylaws may be signed in
counterpart and, upon execution, shall constitute a single set of bylaws,
adopted by the Board of Directors of the Corporation, binding and enforceable,
although each separate director is not a signatory to the original or the same counterpart, and, upon
execution, such signed counterparts will be filed with the minutes of the
proceedings of the Board of Directors of the Corporation, constituting the
signature pages of the originally adopted bylaws.
Adopted by the full Board of Directors
this _14_ day of
__April__, 2002.
____________________________ ______________________________
Terrie
Swann, Director Bonnie
Devore, Director
____________________________ ______________________________
Laura
Goodman-Brown, Director Michele
Lish, Director
____________________________ ______________________________
Amy
Ramsay, Director Cande
Ackler, Director
____________________________ ______________________________
Deborah
Montgomery, Director Jeanette
Taylor, Director
____________________________ ____________________________
Jo Ann
Acree, Director Glenda
Baker, Director
