CODE OF BY-LAWS
OF
INDIANA GERMAN HERITAGE SOCIETY, INC.
OF
INDIANA GERMAN HERITAGE SOCIETY, INC.
ARTICLE 1
Identification, Records, and Fiscal Year
Section 1.01. Name. The name of the Corporation is Indiana German Heritage Society, Inc. ("the Corporation").
Section 1.02. Place of Keeping Corporate Books and Records. The Corporation shall keep at its principal office a copy of (a) its Articles of Incorporation and all amendments thereto currently in effect ("the Articles"); (b) its Code of By-Laws and all amendments thereto currently in effect ("the By-Laws"); (c) resolutions adopted by the Board of Directors ("the Board") with respect to the characteristics, qualifications, rights, limitations and obligations of Members or as class or category of Members; (d) minutes of all meetings of the Members of the Corporation ("the Members") and records of all actions taken by the Members without a meeting (collectively Members Minutes); (e) all written communications by the Corporation to the Members including the financial statements furnished by the Corporation to the Members; (f) a list of the names and business or home addresses of the current directors of the Corporation ("the Directors") and the current officers of the Corporation ("the Officers"); and (g) the most recent Annual Report of the Corporation as filed with the Secretary of State of Indiana. The Corporation shall also keep and maintain at its principal office, or at such other place or places within or without the State of Indiana as may be provided, from time to time, in these By-Laws (a) minutes of all meetings of the Board and of each committee, and records of all actions taken by the Board and by each committee without a meeting; (b) appropriate accounting records of the Corporation; and (c) a record of the Members in a form that permits preparation of a list of the names and addresses of all of the Members, in alphabetical order. All of the records of the Corporation described in this Section shall be maintained in written form or in another form capable of conversion into written form within a reasonable time.
Section 1.03. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January in each year and end at the close of the last day of December of such year.
Section 1.04. Nonprofit Status Statement. The Corporation is a nonprofit organization having qualified under Sec. 501(c)(3) of the Internal Revenue Code.
ARTICLE 2
Membership
Section 2.01. Qualification of Members. The Members shall consist of such natural persons who apply for membership and shall have been elected to membership from time to time by the Board of Directors or a committee thereof. Membership shall be open to all persons interested in the mission of the Corporation. Application for membership shall be in a manner approved by the Board of Directors.
Section 2.02. Rights of Members. The right of a member to vote and all the member's right, title, and interest in or to the Corporation shall cease on the termination of membership. No member shall be entitled to share in the distribution of the corporate assets upon the dissolution of the Corporation.
Section 2.03. Dues and Assessments. Each member shall pay annually to the Corporation dues in an amount determined by the Board of Directors.
Section 2.04. Resignation from Membership. Any member may resign at any time by giving written notice of such resignation to the President or the Secretary of the Corporation. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective. If a member serving as a Director resigns from membership in the Corporation, the member's term as a Director shall terminate at the time such resignation becomes effective.
Section 2.05. Period of Membership. The term of membership of all members shall be one (1) year. The number of terms of membership which a person may serve is not limited.
Section 2.06. Annual Meeting of Members. An annual meeting of the Members shall be held at such place and at such time designated by the Board of Directors and specified in the respective notices or waivers of notice thereof. The agenda for this meeting shall include the election of Directors, an annual report by the President, a year-end financial report, and annual reports of committees.
Section 2.07. Special Meetings. Special meetings of the Members may be called by the President of the Corporation, by a majority of the Board of Directors, or by written petition signed by not less than one-tenth (1/10) of all the Members of the Corporation.
Section 2.08. Notice of Meetings. A written notice stating the place and time of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered or mailed by the Secretary or by the officer or persons calling the meeting to each member of record of the Corporation at such address as appears on the records of the Corporation at least ten (10) days before the date of the meeting. Notice of any meeting of Members may be waived in a writing signed either before or after the meeting by the member and filed with the Secretary or by attendance in person.
Section 2.09. Voting Lists. The Secretary shall prepare a list of the names of the Corporation's Members who are entitled to vote at any meeting of Members.
Section 2.10. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
Section 2.11. Quorum. Five percent (5%) of the persons qualified to vote as members, represented in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the members of the Corporation.
Section 2.12. Voting Rights. Each member present in person or by proxy shall be entitled to cast one (1) vote upon each question voted upon at all meetings of the members.
Section 2.13. Action Without Meeting. Any action required or permitted to be taken at a meeting of the Members of the Corporation may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the Members entitled to vote with respect to the subject matter thereof, and such written consent is filed with the minutes of the proceedings of the Members. Such consent shall have the same effect as a unanimous vote of the Members at a duly held meeting of the Members.
ARTICLE 3
Board of Directors
Section 3.01. Functions. The business, property and affairs of the Corporation shall be managed and controlled by a Board of Directors as from time to time constituted.
Section 3.02. Number. There shall be twenty-five (25) Directors of the Corporation, which number may from time to time be increased or decreased by resolution adopted by not less than a majority of the Board of Directors, subject to the limitation that the Board shall never be reduced to less than three (3) nor increased to more than twenty-five (25) Directors. In the event the number of Directors is increased as provided herein, the election of the additional Director or Directors shall be by a vote of the Members of the Corporation according to a procedure established by resolution of the Board of Directors. Except as otherwise provided in these By-Laws, all members of the Board of Directors shall have and be subject to the same and equal qualifications, rights, privileges, duties, limitations, and restrictions. All Directors shall be Members of the Corporation.
Section 3.03. Election. The Board of Directors shall be elected by the Members of the Corporation at the annual meeting provided in Article 2.06 of these By-Laws.
Section 3.04. Term. Each member of the Board of Directors shall serve for a term of three (3) years or until a successor is elected and qualified, or until the member has resigned or been removed. Incumbent Directors shall be eligible for re-election and the number of years a person may serve as a Director is not limited. Terms shall be staggered, with one-third of the Directors terms expiring each year.
Section 3.05. Vacancies. Any vacancy among the Directors caused by death, resignation, removal or otherwise may be filled by the Members entitled to vote for Directors, the remaining Board of Directors, or if the Directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of the Directors remaining in office. A Director elected to fill a vacancy shall hold office until the expiration of the term of the Director causing the vacancy and until a successor shall be elected and qualified.
Section 3.06. Resignation. Any Director may resign at any time by giving written notice of such resignation to the Board of Directors, the President or the Secretary of the Corporation. A resignation is effective upon delivery unless the notice specifies a later effective date. The acceptance of a resignation shall not be necessary to make it effective.
Section 3.07. Removal. Any Director may be removed, with or without cause, in accordance with the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended ("the Act").
Section 3.08. Meetings. The Board of Directors shall meet each year immediately after the annual meeting of the Members of the Corporation, at the place where such meeting of the Members has been held, for the purpose of organization, election of officers and consideration of any other business that may properly be brought before the meeting. No notice shall be necessary for the holding of this annual meeting. If such meeting is not held as above provided, the election of officers may be held at any subsequent meeting of the Board of Directors specifically called in the manner set forth herein. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolution. Special meetings of the Board of Directors may be called by the President, and shall be called by order thereof upon the written request of at least two Directors, which request shall set forth the business to be conducted at such meeting.
Section 3.09. Notice of Meetings. Notice of all meetings of the Board of Directors, except as herein otherwise provided, shall be given by mailing the same or by telephoning or delivering personally the same at least two (2) days before the meeting to the usual business or residence address of the Directors as shown upon the records of the corporation. Notice of any meeting of the Board of Directors may be waived in a document filed with the Secretary by any Director if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called and the time and place of the meeting. Attendance at any meeting of the Board of Directors shall constitute a waiver of notice of that meeting, unless the Director at the beginning of the meeting or promptly upon the Director's arrival objects to holding the meeting or transacting business at the meeting and does not vote for or assent to action taken at the meeting.
Section 3.10. Quorum. A quorum of the Board of Directors at any annual, regular or special meeting of the Board of Directors shall be a majority of the duly qualified members of the Board of Directors then occupying office, but in no case shall there be less than two (2) Directors present. The act of a majority of the Directors present at a meeting who constitute a quorum shall be the act of the Board of Directors.
Section 3.11. Committees. The Board of Directors, by resolution adopted by a majority of all the Directors then in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation. 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 the meeting at which a quorum is present. The designation of any such committee and the delegation thereof of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed by law.
Section 3.12. Meeting by Telephone, Etc. Any or all the members of the Board or of any committee designated by the Board may participate in a meeting by or through the use of any means of communication by which all persons participating may simultaneously communicate with each other during the meeting. Participation in a meeting using these means constitutes presence in person at the meeting.
Section 3.13. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if the action is taken by all members of the Board of Directors or of such committee. The action must be evidenced by at least one written consent describing the action taken, signed by each member of the Board of Directors or of such committee, and included in the minutes or filed with the corporate records reflecting the action taken.
ARTICLE 4
Officers
Section 4.01. Officers and Agents. The officers of the Corporation shall consist of a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors may, by resolution, designate from time to time. Any two (2) or more offices may be held by the same person, except the President and the Secretary shall not be the same person. The Board of Directors may, by resolution, create, appoint, and define the duties and fix the compensation of such officers and agents as, in its discretion, is deemed necessary, convenient, or expedient for carrying out the purposes for which the Corporation is formed; provided, however, that officers and agents shall be compensated, if at all, only for actual services performed on behalf of the Corporation.
Section 4.02. Election, Term of Office and Qualification. All officers shall be chosen annually by the Board of Directors at the annual meeting of the Board of Directors. Each officer shall hold office (unless the officer resigns, is removed, or dies) until the next annual meeting of the Board of Directors or until a successor is chosen and qualified.
Section 4.03. Vacancies. In the event an office of the Corporation becomes vacant by death, resignation, retirement, disqualification or any other cause, the Board of Directors shall elect a person to fill such vacancy, and the person so elected shall hold office and serve until the next annual meeting of the Board of Directors or until a successor is elected and qualified, or until the officer's death, resignation or removal.
Section 4.04. President. The President shall preside at all meetings of the Board of Directors and members, if present; shall appoint the chairmen and members of all standing and temporary committees, subject to the review of the Board of Directors, shall be the chief executive officer of the Corporation, shall have and exercise general charge and supervision of the affairs of the Corporation, and shall do and perform such other duties as these By-Laws provide or as may be assigned by the Board of Directors.
Section 4.05. Vice-President. The Vice-Presidents, in the order designated by the President or the Board, shall exercise and perform all powers of, and perform duties incumbent upon the President during the absence or disability of the President and shall exercise and perform such other powers and duties as these By-Laws, the Board, or the President may prescribe.
Section 4.06. Secretary. The Secretary shall have the custody and care of the corporate records and the minute book of the Corporation. The Secretary shall attend all the meetings of the Board of Directors and shall keep, or cause to be kept in a book provided for the purpose, a true and complete record of the proceedings of such meetings, and shall perform a like duty for all standing committees of the Board of Directors when required. The Secretary shall attend to the giving and serving of all notices of the Corporation, shall file and take care of all papers and documents belonging to the Corporation, shall authenticate records of the Corporation as necessary, and shall perform such other duties as may be required by these By-Laws or as may be prescribed by the Board of Directors or the President.
Section 4.07. Treasurer. The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. The Treasurer shall be the legal custodian of all monies, notes, securities and other valuables which may from time to time come into the possession of the Corporation. All funds of the Corporation coming into the Treasurer's hands shall be immediately deposited in some reliable bank or other depository to be designated by the Board of Directors, which shall keep such bank account in the name of the Corporation. The Treasurer shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Corporation and shall perform such other duties as may be required by these By-Laws or as may be prescribed by the Board of Directors or the President.
Section 4.08. Assistant Officers. The Board of Directors may from time to time designate assistant officers who shall exercise and perform such powers and duties as the officers whom they are elected to assist shall specify and delegate to them, and such other powers and duties as may be prescribed by these By-Laws, the Board of Directors or the President.
Section 4.09. Removal. Any officer may be removed from office, with or without cause, by the Board of Directors. A two-thirds (2/3) vote of the directors present is required for removal.
Section 4.10. Resignations. Any officer may resign at any time by delivering notice to the Board of Directors, the President, or the Secretary. A resignation is effective upon delivery unless the notice specifies a later effective date.
ARTICLE 5
Loans to Officers and Directors
The Corporation shall not lend money to or guarantee the obligations of any officer or Director of the Corporation.
ARTICLE 6
Financial Affairs
Section 6.01. Contracts. The Board of Directors may authorize any officer or agent 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 confined to a specific instance; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit or render it liable pecuniarily for any purpose or to any amount.
Section 6.02. Checks, Etc. All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money and other evidences of indebtedness in an amount greater than five hundred dollars ($500.00) shall, unless otherwise directed by the Board of Directors or required by law, be signed by any two (2) of the following officers who are different persons: President, Vice President, Treasurer. The Board of Directors may, however, designate officers or employees of the Corporation, other than those named above, who may, in the name of the Corporation, execute drafts, checks, and orders for the payment of money in its behalf.
Section 6.03. Investments. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors.
ARTICLE 7
Corporate Indemnification
To the extent not inconsistent with the laws of the State of Indiana, every person (and the heirs, estate, executors, administrators and personal representatives of such person) who is or was a Director or officer of the Corporation shall be indemnified by the Corporation as provided in the Act.
ARTICLE 8
Prohibited Activities
Notwithstanding any other provision of these By-Laws, no Director, officer, employee or agent of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization described in Section 501(c)(3) of the Internal Revenue Code of 1954, as amended ("the Code") and the regulations promulgated thereunder ("the Regulations") or the corresponding provisions of any subsequent Federal tax laws.
ARTICLE 9
Amendments
The power to make, alter, amend or repeal these By-Laws is vested in the Board of Directors, which power shall be exercised by affirmative vote of a two-thirds (2/3) majority of the duly-elected Directors; provided, however, that the proposed amendment shall be included in the notice of such meeting. If notice of a proposed amendment to these By-Laws is included in the notice of any meeting of the Board of Directors, it shall be in order to consider and adopt at that meeting any amendment to these By-Laws dealing with the subject matter with which the proposed amendment is concerned.
Identification, Records, and Fiscal Year
Section 1.01. Name. The name of the Corporation is Indiana German Heritage Society, Inc. ("the Corporation").
Section 1.02. Place of Keeping Corporate Books and Records. The Corporation shall keep at its principal office a copy of (a) its Articles of Incorporation and all amendments thereto currently in effect ("the Articles"); (b) its Code of By-Laws and all amendments thereto currently in effect ("the By-Laws"); (c) resolutions adopted by the Board of Directors ("the Board") with respect to the characteristics, qualifications, rights, limitations and obligations of Members or as class or category of Members; (d) minutes of all meetings of the Members of the Corporation ("the Members") and records of all actions taken by the Members without a meeting (collectively Members Minutes); (e) all written communications by the Corporation to the Members including the financial statements furnished by the Corporation to the Members; (f) a list of the names and business or home addresses of the current directors of the Corporation ("the Directors") and the current officers of the Corporation ("the Officers"); and (g) the most recent Annual Report of the Corporation as filed with the Secretary of State of Indiana. The Corporation shall also keep and maintain at its principal office, or at such other place or places within or without the State of Indiana as may be provided, from time to time, in these By-Laws (a) minutes of all meetings of the Board and of each committee, and records of all actions taken by the Board and by each committee without a meeting; (b) appropriate accounting records of the Corporation; and (c) a record of the Members in a form that permits preparation of a list of the names and addresses of all of the Members, in alphabetical order. All of the records of the Corporation described in this Section shall be maintained in written form or in another form capable of conversion into written form within a reasonable time.
Section 1.03. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January in each year and end at the close of the last day of December of such year.
Section 1.04. Nonprofit Status Statement. The Corporation is a nonprofit organization having qualified under Sec. 501(c)(3) of the Internal Revenue Code.
ARTICLE 2
Membership
Section 2.01. Qualification of Members. The Members shall consist of such natural persons who apply for membership and shall have been elected to membership from time to time by the Board of Directors or a committee thereof. Membership shall be open to all persons interested in the mission of the Corporation. Application for membership shall be in a manner approved by the Board of Directors.
Section 2.02. Rights of Members. The right of a member to vote and all the member's right, title, and interest in or to the Corporation shall cease on the termination of membership. No member shall be entitled to share in the distribution of the corporate assets upon the dissolution of the Corporation.
Section 2.03. Dues and Assessments. Each member shall pay annually to the Corporation dues in an amount determined by the Board of Directors.
Section 2.04. Resignation from Membership. Any member may resign at any time by giving written notice of such resignation to the President or the Secretary of the Corporation. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective. If a member serving as a Director resigns from membership in the Corporation, the member's term as a Director shall terminate at the time such resignation becomes effective.
Section 2.05. Period of Membership. The term of membership of all members shall be one (1) year. The number of terms of membership which a person may serve is not limited.
Section 2.06. Annual Meeting of Members. An annual meeting of the Members shall be held at such place and at such time designated by the Board of Directors and specified in the respective notices or waivers of notice thereof. The agenda for this meeting shall include the election of Directors, an annual report by the President, a year-end financial report, and annual reports of committees.
Section 2.07. Special Meetings. Special meetings of the Members may be called by the President of the Corporation, by a majority of the Board of Directors, or by written petition signed by not less than one-tenth (1/10) of all the Members of the Corporation.
Section 2.08. Notice of Meetings. A written notice stating the place and time of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered or mailed by the Secretary or by the officer or persons calling the meeting to each member of record of the Corporation at such address as appears on the records of the Corporation at least ten (10) days before the date of the meeting. Notice of any meeting of Members may be waived in a writing signed either before or after the meeting by the member and filed with the Secretary or by attendance in person.
Section 2.09. Voting Lists. The Secretary shall prepare a list of the names of the Corporation's Members who are entitled to vote at any meeting of Members.
Section 2.10. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
Section 2.11. Quorum. Five percent (5%) of the persons qualified to vote as members, represented in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the members of the Corporation.
Section 2.12. Voting Rights. Each member present in person or by proxy shall be entitled to cast one (1) vote upon each question voted upon at all meetings of the members.
Section 2.13. Action Without Meeting. Any action required or permitted to be taken at a meeting of the Members of the Corporation may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the Members entitled to vote with respect to the subject matter thereof, and such written consent is filed with the minutes of the proceedings of the Members. Such consent shall have the same effect as a unanimous vote of the Members at a duly held meeting of the Members.
ARTICLE 3
Board of Directors
Section 3.01. Functions. The business, property and affairs of the Corporation shall be managed and controlled by a Board of Directors as from time to time constituted.
Section 3.02. Number. There shall be twenty-five (25) Directors of the Corporation, which number may from time to time be increased or decreased by resolution adopted by not less than a majority of the Board of Directors, subject to the limitation that the Board shall never be reduced to less than three (3) nor increased to more than twenty-five (25) Directors. In the event the number of Directors is increased as provided herein, the election of the additional Director or Directors shall be by a vote of the Members of the Corporation according to a procedure established by resolution of the Board of Directors. Except as otherwise provided in these By-Laws, all members of the Board of Directors shall have and be subject to the same and equal qualifications, rights, privileges, duties, limitations, and restrictions. All Directors shall be Members of the Corporation.
Section 3.03. Election. The Board of Directors shall be elected by the Members of the Corporation at the annual meeting provided in Article 2.06 of these By-Laws.
Section 3.04. Term. Each member of the Board of Directors shall serve for a term of three (3) years or until a successor is elected and qualified, or until the member has resigned or been removed. Incumbent Directors shall be eligible for re-election and the number of years a person may serve as a Director is not limited. Terms shall be staggered, with one-third of the Directors terms expiring each year.
Section 3.05. Vacancies. Any vacancy among the Directors caused by death, resignation, removal or otherwise may be filled by the Members entitled to vote for Directors, the remaining Board of Directors, or if the Directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of the Directors remaining in office. A Director elected to fill a vacancy shall hold office until the expiration of the term of the Director causing the vacancy and until a successor shall be elected and qualified.
Section 3.06. Resignation. Any Director may resign at any time by giving written notice of such resignation to the Board of Directors, the President or the Secretary of the Corporation. A resignation is effective upon delivery unless the notice specifies a later effective date. The acceptance of a resignation shall not be necessary to make it effective.
Section 3.07. Removal. Any Director may be removed, with or without cause, in accordance with the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended ("the Act").
Section 3.08. Meetings. The Board of Directors shall meet each year immediately after the annual meeting of the Members of the Corporation, at the place where such meeting of the Members has been held, for the purpose of organization, election of officers and consideration of any other business that may properly be brought before the meeting. No notice shall be necessary for the holding of this annual meeting. If such meeting is not held as above provided, the election of officers may be held at any subsequent meeting of the Board of Directors specifically called in the manner set forth herein. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolution. Special meetings of the Board of Directors may be called by the President, and shall be called by order thereof upon the written request of at least two Directors, which request shall set forth the business to be conducted at such meeting.
Section 3.09. Notice of Meetings. Notice of all meetings of the Board of Directors, except as herein otherwise provided, shall be given by mailing the same or by telephoning or delivering personally the same at least two (2) days before the meeting to the usual business or residence address of the Directors as shown upon the records of the corporation. Notice of any meeting of the Board of Directors may be waived in a document filed with the Secretary by any Director if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called and the time and place of the meeting. Attendance at any meeting of the Board of Directors shall constitute a waiver of notice of that meeting, unless the Director at the beginning of the meeting or promptly upon the Director's arrival objects to holding the meeting or transacting business at the meeting and does not vote for or assent to action taken at the meeting.
Section 3.10. Quorum. A quorum of the Board of Directors at any annual, regular or special meeting of the Board of Directors shall be a majority of the duly qualified members of the Board of Directors then occupying office, but in no case shall there be less than two (2) Directors present. The act of a majority of the Directors present at a meeting who constitute a quorum shall be the act of the Board of Directors.
Section 3.11. Committees. The Board of Directors, by resolution adopted by a majority of all the Directors then in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation. 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 the meeting at which a quorum is present. The designation of any such committee and the delegation thereof of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed by law.
Section 3.12. Meeting by Telephone, Etc. Any or all the members of the Board or of any committee designated by the Board may participate in a meeting by or through the use of any means of communication by which all persons participating may simultaneously communicate with each other during the meeting. Participation in a meeting using these means constitutes presence in person at the meeting.
Section 3.13. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if the action is taken by all members of the Board of Directors or of such committee. The action must be evidenced by at least one written consent describing the action taken, signed by each member of the Board of Directors or of such committee, and included in the minutes or filed with the corporate records reflecting the action taken.
ARTICLE 4
Officers
Section 4.01. Officers and Agents. The officers of the Corporation shall consist of a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors may, by resolution, designate from time to time. Any two (2) or more offices may be held by the same person, except the President and the Secretary shall not be the same person. The Board of Directors may, by resolution, create, appoint, and define the duties and fix the compensation of such officers and agents as, in its discretion, is deemed necessary, convenient, or expedient for carrying out the purposes for which the Corporation is formed; provided, however, that officers and agents shall be compensated, if at all, only for actual services performed on behalf of the Corporation.
Section 4.02. Election, Term of Office and Qualification. All officers shall be chosen annually by the Board of Directors at the annual meeting of the Board of Directors. Each officer shall hold office (unless the officer resigns, is removed, or dies) until the next annual meeting of the Board of Directors or until a successor is chosen and qualified.
Section 4.03. Vacancies. In the event an office of the Corporation becomes vacant by death, resignation, retirement, disqualification or any other cause, the Board of Directors shall elect a person to fill such vacancy, and the person so elected shall hold office and serve until the next annual meeting of the Board of Directors or until a successor is elected and qualified, or until the officer's death, resignation or removal.
Section 4.04. President. The President shall preside at all meetings of the Board of Directors and members, if present; shall appoint the chairmen and members of all standing and temporary committees, subject to the review of the Board of Directors, shall be the chief executive officer of the Corporation, shall have and exercise general charge and supervision of the affairs of the Corporation, and shall do and perform such other duties as these By-Laws provide or as may be assigned by the Board of Directors.
Section 4.05. Vice-President. The Vice-Presidents, in the order designated by the President or the Board, shall exercise and perform all powers of, and perform duties incumbent upon the President during the absence or disability of the President and shall exercise and perform such other powers and duties as these By-Laws, the Board, or the President may prescribe.
Section 4.06. Secretary. The Secretary shall have the custody and care of the corporate records and the minute book of the Corporation. The Secretary shall attend all the meetings of the Board of Directors and shall keep, or cause to be kept in a book provided for the purpose, a true and complete record of the proceedings of such meetings, and shall perform a like duty for all standing committees of the Board of Directors when required. The Secretary shall attend to the giving and serving of all notices of the Corporation, shall file and take care of all papers and documents belonging to the Corporation, shall authenticate records of the Corporation as necessary, and shall perform such other duties as may be required by these By-Laws or as may be prescribed by the Board of Directors or the President.
Section 4.07. Treasurer. The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. The Treasurer shall be the legal custodian of all monies, notes, securities and other valuables which may from time to time come into the possession of the Corporation. All funds of the Corporation coming into the Treasurer's hands shall be immediately deposited in some reliable bank or other depository to be designated by the Board of Directors, which shall keep such bank account in the name of the Corporation. The Treasurer shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Corporation and shall perform such other duties as may be required by these By-Laws or as may be prescribed by the Board of Directors or the President.
Section 4.08. Assistant Officers. The Board of Directors may from time to time designate assistant officers who shall exercise and perform such powers and duties as the officers whom they are elected to assist shall specify and delegate to them, and such other powers and duties as may be prescribed by these By-Laws, the Board of Directors or the President.
Section 4.09. Removal. Any officer may be removed from office, with or without cause, by the Board of Directors. A two-thirds (2/3) vote of the directors present is required for removal.
Section 4.10. Resignations. Any officer may resign at any time by delivering notice to the Board of Directors, the President, or the Secretary. A resignation is effective upon delivery unless the notice specifies a later effective date.
ARTICLE 5
Loans to Officers and Directors
The Corporation shall not lend money to or guarantee the obligations of any officer or Director of the Corporation.
ARTICLE 6
Financial Affairs
Section 6.01. Contracts. The Board of Directors may authorize any officer or agent 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 confined to a specific instance; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit or render it liable pecuniarily for any purpose or to any amount.
Section 6.02. Checks, Etc. All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money and other evidences of indebtedness in an amount greater than five hundred dollars ($500.00) shall, unless otherwise directed by the Board of Directors or required by law, be signed by any two (2) of the following officers who are different persons: President, Vice President, Treasurer. The Board of Directors may, however, designate officers or employees of the Corporation, other than those named above, who may, in the name of the Corporation, execute drafts, checks, and orders for the payment of money in its behalf.
Section 6.03. Investments. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors.
ARTICLE 7
Corporate Indemnification
To the extent not inconsistent with the laws of the State of Indiana, every person (and the heirs, estate, executors, administrators and personal representatives of such person) who is or was a Director or officer of the Corporation shall be indemnified by the Corporation as provided in the Act.
ARTICLE 8
Prohibited Activities
Notwithstanding any other provision of these By-Laws, no Director, officer, employee or agent of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization described in Section 501(c)(3) of the Internal Revenue Code of 1954, as amended ("the Code") and the regulations promulgated thereunder ("the Regulations") or the corresponding provisions of any subsequent Federal tax laws.
ARTICLE 9
Amendments
The power to make, alter, amend or repeal these By-Laws is vested in the Board of Directors, which power shall be exercised by affirmative vote of a two-thirds (2/3) majority of the duly-elected Directors; provided, however, that the proposed amendment shall be included in the notice of such meeting. If notice of a proposed amendment to these By-Laws is included in the notice of any meeting of the Board of Directors, it shall be in order to consider and adopt at that meeting any amendment to these By-Laws dealing with the subject matter with which the proposed amendment is concerned.