BY-LAWS OF ABATE OF NORTH
IDAHO, INC.
A NON-PROFIT CORPORATION
PRELIMINARY APPROVED
JANUARY 1993
FINAL APPROVAL
FEBRUARY 1996
AMENDED 2008
TABLE OF CONTENTS
ARTICLE I ABATE OF NORTH IDAHO OFFICE
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ARTICLE II MEMBERS..............................................................................4
2.1 Eligibility for Membership
2.1.1 Acceptance by Corporation
2.1.2 No Discrimination
2.2 Classification of Membership
2.2.1 Regular Members
2.2.2 Lifetime Members
2.2.3 Charter Members
2.2.4 Multiple Chapter Membership
2.2.5 Honorary Membership
2.3 Membership Rights
2.3.1 Blood/Blood Credit
2.4 Membership Responsibilities
2.4.1 Dues
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2.4.2 NSF Checks
2.5 Membership Cards
2.6 Holding State Office
2.6.1 Termination of State Office
2.7 Termination of State Membership
2.7.1 Nonpayment of Dues
2.7.2 Member Request
2.7.3 Action of the Board of Directors
ARTICLE III - BOARD OF DIRECTORS..............................................................5
3.1 Structure
3.1.1 State Officers on Board of Directors
3.2 Board Meeting
3.2.1 Regular Meetings
3.2.2 Special Meetings
3.2.3 Notice of Meetings
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3.2.4 Agenda
3.2.5 Attendance
3.2.6 Quorum and Transaction of Business
3.2.7 Voting
3.2.8 Rules of Order
3.2.8.1 Selection of Parliamentarian
3.2.9 Place of Meeting
3.2.10 Secret Meetings
3.3 Vacancies
3.4 Policy Authority
3.5 Personal Liability
ARTICLE IV CHAPTERS
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4.1 The Charter Process
4.1.1 Required Initial Members
4.1.2 Chapter By-Laws
4.1.3 Operation of Proposed Chapter
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4.1.4 Charter Application
4.1.5 Compliance with State By-Laws and Resolutions
4.1.6 Termination of Chapter Membership
4.2 Chapter Officers
4.2.1 Number of Officers
4.2.1.1 Chapter Coordinator
4.2.1.2 Chapter Deputy Coordinator
4.2.1.3 Chapter Secretary
4.2.1.4 Chapter Treasurer
4.2.1.5 Combination or Separation of Chapter Officer Positions
4.2.1.6 Chapter Membership Secretary
4.2.2 Election of Officers
4.2.2.1 Date of Elections
4.2.2.2 Chapter Coordinator Vacancy
4.2.2.3 Vacancy in other Chapter Offices
4.2.2.4 Notice to State Secretary
4.3 Chapter Meetings
4.3.1 Monthly Chapter Business Meetings
4.3.2 Location of Chapter Business Meetings
4.3.3 No Secret Chapter Meetings
4.4 Use of Corporation Name and Logo
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4.5 Financial Provision
4.5.1 Quarterly Financial Reports
4.5.2 Chapter Bank Accounts
4.5.3 Review or Audit of Chapter Accounts
4.6 Violation of State By-Laws
4.7 Protection of Members Representation Rights
4.7.1 Representation Protection
4.7.2 Representatives Attendance
4.7.3 Member Advisory
4.7.4 Chapter Suspension
4.7.5 Chapter Reinstatement
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9
4.7.6 Recording
ARTICLE V - OFFICERS OF THE CORPORATION
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5.1 Executive Officers
5.2 Election and Term of Office
5.3 Executive Officer Qualifications/Eligibility
5.3.1 State Coordinator
5.3.2 State Deputy Coordinator
5.3.3 State Secretary
5.3.4 State Treasurer
5.3.5 State Membership Secretary
5.3.6 State Ambassador-At-Large
5.4 Duties of Executive Officers
5.4.1 State Coordinator
5.4.2 State Deputy Coordinator
5.4.3 State Secretary
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5.4.4 State Treasurer
5.4.5 State Membership Secretary
5.4.6 State Ambassador-At-Large
5.5 Other Executive Officers
5.6 Vacancies of Executive Officers
5.6.1 State Coordinator
5.6.2 Other State Officers
5.6.3 Both State Coordinator and State Deputy Coordinator
5.7 Transfer of Documents, Records, and Property to Incoming Officers
5.8 Prohibition of Personal Use of Corporate Accounts
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11
5.9 Salary
5.10 Reimbursement of Expenses
5.11 Entrance into State Sponsored Events
5.12 Removal from Office
ARTICLE VI - ELECTION OF STATE OFFICERS
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.11
6.1 Nominations
6.2 Statement of Qualifications
6.3 Running Unopposed
6.4 Ballots
6.4.1 Ballot Form
6.5 Teller Committee
6.6 Review of Voting Eligibility
6.6.1 Ballot Validity
6.7 Election Results
6.8 Transition Period
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12
ARTICLE VII COMMITTEES
.................................................................................12
7.1 Standing and Special Committees
7.2 Financial Reports
ARTICLE VIII - DISCIPLINARY, SUSPENSION AND EXPULSION PROCEDURES
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8.1 Charges
8.2 Show Cause
8.3 Hearing Committee Investigation
8.4 Hearing Committee Report
8.5 Standard of Proof
8.6 Penalties
8.6.1 Censure
8.6.2 Suspension of Membership
8.6.3 Termination of Membership
8.7 Reconsideration Procedures
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13
8.8 Selection of Hearing Committee
ARTICLE IX - STATE CORPORATION FINANCIAL PROVISIONS
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9.1 Fiscal Year
9.2 Bi-Annual Review
9.3 Checks, Drafts, ETC
9.4 Deposits
9.5 Disbursements
9.6 Contracts
9.7 Loans
ARTICLE X - SPECIAL RULES/REGULATIONS FOR STATE SPONSORED EVENTS
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10.1 Ticket Sales
10.2 Recognition of Other ABATE Organizations
ARTICLE XI - ANNUAL REPORT......................................................................................13
ARTICLE XII - PUBLIC RELATIONS..................................................................................13
ARTICLE XIII - SEAL.......................................................................................................13
ARTICLE XIV - WAIVER OF NOTICE..................................................................................14
ARTICLE XV - AMENDMENTS AND EFFECTIVE DATE...........................................................14
15.1 Effective Date
15.2 Amendments
15.2.1 Notice
15.2.2 Written
BY-LAWS OF ABATE OF NORTH IDAHO, INC.
A NON-PROFIT CORPORATION
"He" used in the following articles is not used in reference
to gender.
ARTICLE I - OFFICE
ABATE of North Idaho, Inc. shall have and continuously maintain
a principal office within the State of Idaho as the Board of Directors
may designate or as the business of the Corporation may require
from time to time.
ARTICLE II - MEMBERS
2.1 Eligibility for Membership
in ABATE of North Idaho shall be open to all persons sixteen (16)
years of age or older who have in their possession a valid driver's
license and who have applied for membership and paid their required
dues. An individual shall be considered to be a member in good standing
of this non-profit Corporation upon the date of their enrollment
by the State Membership Secretary or agent.
2.1.1 Acceptance by Corporation Membership shall be open and no
formal acceptance is required before an individual can become a
member. However, for good cause shown, the Board of Directors may
refuse acceptance of a member.
2.1.2 No Discrimination ABATE of North Idaho does not discriminate
against any person on the basis of sex, race, motorcycle choice,
or religious preference.
2.2 Classification of Membership Members shall be defined by the
following:
2.2.1 Regular Members Any person who is a member and who is not
otherwise classified below is deemed to be a regular member.
2.2.2 Lifetime Members The Board of Directors shall be authorized
to grant a lifetime membership to any member deemed worthy due to
their contribution to the Corporation. Such lifetime member shall
be exempt from payment of state membership dues and shall receive
a lifetime membership card and shall have all rights and benefits
warranted regular members. The Board of Directors shall have the
right to revoke a lifetime membership pursuant to disciplinary,
suspension or expulsion procedures.
2.2.3 Charter Members The initial members of any chapter chartered
by the Board of Directors and any person who may become a member
of said chapter within ninety (90) days after the chapter is granted
its charter shall be deemed to be a Charter Member.
2.2.4 Multiple Chapter Membership Members may have memberships in
more than one chapter, but they may only cast one vote for elections
of State Officers or for voting on any other statewide issue with
that vote to be exercised within the chapter that is shown on the
state records as the member's "home chapter".
2.2.5 Honorary Membership The Board of Directors by vote may grant
honorary membership to any non-ABATE member deemed worthy by their
special assistance to ABATE of North Idaho. Any such person shall
be exempt from paying state dues and shall have no vote in the affairs
of the state or chapter. Any such person shall not be exempt from
paying state dues should they apply for membership.
2.3 Membership Rights Members shall have the right to vote, to hold
office in the Corporation, to remain non-chapter affiliated, to
join the chapter of their choice, to form a chapter, to speak during
the chapter meetings and to take part in all activities of the Corporation
in accordance with these By-Laws and their respective local chapter
By-Laws.
2.3.1 Blood/Blood Credit Members in good standing and their immediate
family, relative or persons deemed eligible for blood/blood credit
through any ABATE of North Idaho established account. Applications
for such credit should be made through their local chapter. Reimbursement
of blood/blood credit is recommended.
2.4 Membership Responsibilities Members are required to comply with
the By-Laws and with resolutions properly deemed and approved by
the Board of Directors which become a rule or regulation of this
Corporation.
2.4.1.Dues The Board of Directors by
resolution shall establish or modify the annual membership dues
and such shall be due and payable to the Corporation during the
the month of March each year. There shall be a 70 day grace period
to renew individual membership. After the first full weekend in
June and until state dues are paid, all rights, privileges and benefits
of the member are revoked. Membership is not assignable and non-transferable
and not subject to devise or bequest.
Furthermore: New members joining ABATE of North Idaho by paying
state dues within the immediate 90 days prior to the month of March
(Dec., Jan., Feb.) shall not be required to again pay membership
dues until the next calendar year.
2.4.2 NSF Checks Individuals will be charged the prevailing bank
fee for each NSF check received by the State Treasurer.
2.5 Membership Cards The Board of Directors shall design and approve
any membership card to be used. Each card shall state the period
for which it is valid and shall have printed on its face in clear
type that the Corporation is non-profit. The form, size, additional
content, terms and conditions for issuing replacement cards shall
be established by resolution of the Board of Directors.
2.6 Holding State Office In order for a member to hold a State Office,
such member must be elected or have their position appointed by
the State Coordinator and approved by the Board of Directors and
must be a member in good standing.
2.6.1 Termination of State Office Upon lapse or termination of membership
as provided by these By-Laws a member's current holding of State
Office or appointed position automatically terminates therewith.
Furthermore, should said officers' termination due to lapse of payment
of dues, subsequent payment of unpaid dues does not reinstate that
member's State Office position.
2.7 Termination of State Membership Termination of State ABATE of
North Idaho membership shall occur as follows:
2.7.1 Nonpayment of dues as specified above.
2.7.2 Upon written request by such member for their own termination
delivered to a member of the Board of Directors or the State Membership
Secretary either personally or by deposit in the U.S. Mail.
2.7.3 Upon action of the Board of Directors provided under the disciplinary,
suspension and expulsion procedures contained in these By-Laws.
ARTICLE III - BOARD OF DIRECTORS
3.1 Structure The affairs of
the Corporation shall be governed by the Board of Directors. The
Board of Directors shall consist of the elected State Officers and
two members of each Chapter and otherwise as provided in these By-Laws.
Said Chapter Representative shall be the Chapter Coordinator and
a Chapter Deputy Coordinator or designees appointed by said Chapter
for the purpose of attending said meeting. Said designees must present
a written notice of such designations signed by two elected Chapter
Officers.
3.1.1 State Officers on Board of Directors The following State Officers
shall hold Board of Director membership positions: The State Coordinator,
State Deputy Coordinator, State Secretary, State Treasurer, State
Membership Secretary and State Ambassador-At-Large.
3.2 Board Meeting
3.2.1 Regular Meetings Regular meetings of the Board of Directors
shall be held during the months of January, April, July and October
of each year. The exact meeting dates and locations shall be established
by the Board of Directors at each July meeting.
3.2.2 Special Meetings of the Board of Directors may be called by
the State Coordinator or by any three members of the Board. Such
meeting shall be held at the principal office of the Corporation
or any other place so designated. The call for the special meeting
shall state the nature of the business to be considered and the
place, date and hour of said meeting. Notice of such special meeting
shall be by registered mail to each Director at least seven (7)
days before said meeting. Business considered and acted upon shall
be limited to that stated in the special call for said meeting.
3.2.3 Notice of Meetings Written notice of the regular meetings,
which shall include the proposed agenda, shall be mailed at least
four (4) weeks prior to said meeting. Said notice shall include
the time, place and date of said meeting.
3.2.4 Agenda The State Coordinator, in conjunction with the Executive
Board shall propose a written agenda which shall be sent to each
member of the Board of Directors with the notice of meeting. Board
members may propose new matters other than By-Law amendments and
disciplinary procedures to be placed upon the agenda. Agenda items
by the Board of Directors members shall be submitted 6 weeks prior
to the next meeting. Late agenda items submitted at the meeting
must receive a majority vote for acceptance to the agenda for that
meeting by the Board of Directors.
3.2.5 Attendance Meetings of the Board of Directors shall be open
to all members. Participation by persons other than Directors shall
be at the discretion of the Board of Directors. If both of a Chapters
representatives fail to attend two consecutive meetings, one of
the following actions should take place; the Chapter that has committed
the offense loses voting privileges until next elections or the
Chapter may choose to elect new officers continuing with their voting
privileges in tact. (Rev 07/08)
3.2.6 Quorum and Transaction of Business Two-thirds (2/3) of the
membership of the Board of Directors shall constitute a quorum for
the transaction of business. A simple majority shall constitute
approval or routine business not otherwise in conflict with these
By-Laws.
3.2.7 Voting The State Coordinator, State Deputy Coordinator, State
Secretary, State Treasurer, State Membership Secretary, State Ambassador-At-Large
and each Chapter Representatives shall have voting powers at all
Board of Directors meetings. Vote by proxy will be recognized with
a properly written authorization statement. (Rev 07/08)
3.2.8 Rules of Order "Robert's Rules of Order, as Revised"
shall be the parliamentary authority in all meetings of the Board
of Directors.
3.2.8.1 Selection of Parliamentarian The Board of Directors, by
appointment, at each October Board meeting, shall select a member
to serve as Parliamentarian for the succeeding year. Said member
shall be a member of the current Board of Directors.
3.2.9 Place of Meeting A board meeting may not be held in a liquor
establishment and no alcoholic beverages shall be served or consumed
during said business meeting.
3.2.10 Secret Meetings The Board of Directors and the Executive
Board shall not be authorized to convene a meeting that is closed
to the general membership.
3.3 Vacancies on the Board of Directors shall be deemed to exist
upon the death, resignation or the removal of any Director or upon
the failure of any Director to attend regular Board of Director
meetings on two consecutive occasions unless excused by action of
the Board.
3.4 Policy Authority The Board of Directors has the exclusive authority
to establish policy regarding legislation and the implementation
of lobbying efforts or publicity campaigns as deemed appropriate.
3.5 Personal Liability No Director or member of this Corporation
shall be personally liable for the debts, liabilities or obligations
of the Corporation provided there has not been a breach of fiduciary
duty.
ARTICLE IV - CHAPTERS
4.1 The Charter Process The
members of the Board with voting privileges shall be elected officers.
4.1.1 Required Initial Members A Chapter may be chartered by action
of the Board of Directors in any area of the state where there are
ten (10) or more named members who request in writing that the Board
of Directors grant a Charter.
4.1.2 Chapter By-Laws Each Chapter shall operate as a non-profit
Corporation using the Chapter By-Laws which have been submitted
to and accepted by the State Board of Directors. Chapter By-Law
amendments must be approved by the Board of Directors before they
become effective.
4.1.3. Operation of Proposed Chapter A proposed Chapter may not
operate as an official ABATE Chapter or use the name of ABATE of
North Idaho until approved by the Board of Directors. The State
Coordinator may, after reviewing the initial application packet,
grant certain authority to operate until the Board takes formal
action upon a request for Charter.
4.1.4 Charter Application The Charter application and information
packet must be completed and submitted for approval at a regularly
scheduled State Board of Directors meeting.
4.1.5 Compliance With State By-Laws and Resolutions Each Chapter
must abide by the State By-Laws and Corporate Resolutions both of
which will be available to the members.
4.1.6 Termination of Chapter Membership Chapter membership shall
be terminated according to the By-Laws of the respective Chapter
which is not otherwise in conflict with the State By-Laws.
4.2 Chapter Officer
4.2.1 Number of Officers of each Chapter shall be left to the individual
Chapter. However, each Chapter shall elect and have a minimum of
the following officers:
4.2.1.1 Chapter Coordinator The Chapter Coordinator shall be elected
and it shall be his responsibility to keep the State Coordinator
and the Board of Directors informed as to the state of his Chapter.
The Chapter Coordinator must represent his Chapter and vote according
to the Chapters direction at State Board meetings.
4.2.1.2 Chapter Deputy Coordinator The Chapter Deputy Coordinator
shall perform the duties of the Chapter Coordinator in the event
of the absence of the Chapter Coordinator.
4.2.1.3 Chapter Secretary The Chapter Secretary shall be responsible
for keeping the minutes of all Chapter business meetings and sending
copies of said minutes to the State Office maintaining communication
with the State Corporation, updating and maintaining Chapter files
and records and is responsible for informing the State Secretary
of regular meeting places, times and dates.
4.2.1.4 Chapter Treasurer The Chapter Treasurer shall keep all financial
records and transactions of the Chapter, report the financial condition
of the Chapter to the State Corporation and shall submit quarterly
financial reports to the State Corporation.
4.2.1.5 Combination or Separation of Chapter Officer Positions The
Chapter Officer positions of Secretary and Treasurer may be combined
into one duly elected Chapter Office. The Office of Chapter Secretary
and Membership Secretary may be combined as needed so long as the
Secretary is not already combined with the Treasurer position.
4.2.1.6 Chapter Membership Secretary Chapter Membership Secretary
shall keep a complete and accurate account of all membership records,
past and present. Be responsible for issuing membership cards, process
all applications and change of address forms. Monthly they will
forward a membership report with original applications to the State
Membership Secretary and all dues with a copy of the Membership
Report to the State Treasurer and maintain an accurate and complete
membership roster of the chapter and perform other duties incidental
to this office.
4.2.2 Election of Chapter Officers
4.2.2.1 Date of Elections Chapter Officers shall be elected by the
Chapters within sixty (60) days after a Chapter receives its initial
Charter from the Board of Directors.
4.2.2.2 Chapter Coordinator Vacancy In the event of a vacancy of
the Coordinator, the Deputy Coordinator inherits the office for
the remainder of term until next scheduled elections.
4.2.2.3 Vacancy in Other Chapter offices In the event of a vacancy
of all other officers, they will be filled by appointment by the
Board of Directors at the next scheduled Board of Directors meeting.
4.2.2.4 Notice to State Secretary Chapters are to promptly inform
the State Secretary of the elected Officers names and addresses
which includes change of addresses when they occur.
4.3 Chapter Meetings
4.3.1 Monthly Chapter Business Meetings Each Chapter shall hold
at least one monthly business meeting at a regularly scheduled date,
time, and place.
4.3.2 Location of Chapter Business Meetings Chapter meetings will
be held in establishments that will accommodate all members, guests
and family members.
4.3.3 No Secret Chapter Meetings Chapters shall not convene meetings
that are closed to the general membership.
4.4 Use of Corporation Name and Logo Chapters may authorize reproduction
or use of the official State ABATE of North Idaho logo and/or use
of the wording "ABATE of North Idaho" or the slogan known
as "ABATE", subject to review of the Board of Directors.
Any revisions must be approved by the Board. Chapters shall identify
themselves as "__________ Chapter of ABATE of North Idaho".
4.5 Financial Provision
4.5.1 Quarterly Financial Reports Upon a form approved by the State
Board of Directors, each Chapter shall be responsible to formulate
and submit a financial statement to the State Treasurer and such
is due on or before each State Board of Directors meeting and/or
upon request by the State Coordinator. A copy of said form must
be retained in the Chapter files.
4.5.2 Chapter Bank Accounts Each Chapter shall establish and maintain
a checking account. Two-signature authorization shall be required
on all bank accounts. All monies sent to or received by the State
Treasurer shall be in the form of a check or money order made payable
to ABATE of North Idaho. All account numbers and bank branches shall
be reported to the State Treasurer.
4.5.3 Review or Audit of Chapter Accounts The Board of Directors
has the right and privilege to demand a review or audit by the State
Treasurer or an independent accountant of any account which said
Chapter may establish.
4.6 Violation of State By-Laws A Chapter may be found in violation
of these By-Laws and be subject to censure or suspension or termination
of its Charter in accordance with the process outlined in the section
of the By-Laws regarding the disciplinary, suspension and expulsion
procedure.
4.7 Protection of Members Representation Rights (Rev 10/08)
4.7.1 Representation Protection Whereas, the protection of the rights,
privileges, and representation of all ANI Chapter members is of
fundamental interest to the State Board of Directors (BOD) and the
participation of each Chapters elected representatives at quarterly
State Board of Directors meetings is paramount to the protection
of those members rights and privileges. The BOD believes absence
of a Chapters representation at quarterly BOD meeting(s) deprives
a Chapters membership of their ANI rights and privileges.
4.7.2 Representatives Attendance In the event of a Chapters representatives
fail to attend without cause, the State BOD Meetings with at least
two representatives in attendance for two consecutive meetings,
the Chapters Coordinator and Deputy Coordinator will be suspended
from ANI membership for the next three State Meetings.
4.7.3 Member Advisory To protect the rights and privileges of the
affected Chapters members, the State Secretary shall notify in
writing within 20 days following the BOD meeting, each of the affected
Chapters members regarding the Chapters Coordinator and Deputy
Coordinators ANI membership suspension by the BOD. The affected
Chapter may elect new officers and participate at future State BOD
meetings with no further consequences. The Chapters suspended officers
will not be eligible for Chapter elected office until their ANI
membership has been reinstated by the State BOD.
4.7.4 Chapter Suspension In the event the affected Chapter fails
to select new Officers and fails to attend, without cause, the next
State BOD meeting, the Chapter shall be suspended. While suspended
the Chapter cannot use the ABATE of North Idaho logo or name for
any function. All existing bank accounts of the Chapter under suspension
shall be turned over to the State Treasurer and the account will
remain frozen until such time the Charter is reinstated or not.
If the Charter of the Chapter is permanently disbanded the Chapter
funds will be combined with the State Bank account. If the Charter
is reinstated the Bank account will be returned to the Chapter.
If the Bank account of the suspended Chapter is not turned over
voluntarily, no further Charter application can ever be granted
to the Chapter.
4.7.5 Chapter Reinstatement If a new Charter application is submitted
by ANI members who were not involved at the Board level of the suspended
Chapter the State Board may grant a temporary Charter with the conditions
the newly reinstated Chapter abide by the State By-Laws and participate
at every State Board Meeting for the next year. After a year the
State Board will vote on a permanent Charter for the Chapter. Chapter
Board Members involved in a suspended Chapter will lose their own
ANI memberships and if the Chapter is not reinstated those original
Chapter Board Members involved will lose their ANI memberships permanently.
4.7.6 Recording Suspension of a Chapter or an Officer will be recorded
and a copy filed in the archives of the Corporation and made an
integral part of the minutes of the Board of Directors.
ARTICLE V - OFFICERS OF THE CORPORATION
5.1 Executive Officers The
Executive Officers of the Corporation shall be a State Coordinator,
State Deputy Coordinator, State Secretary, State Treasurer, State
Membership Secretary and State Ambassador-At-Large. The Board of
Directors, as it may deem necessary, may add additional Executive
Officer positions by amendment of these By-Laws. Said Executive
Officers shall be duly elected by the membership at large. None
of the above offices may be held by the same person, except for
the office of State Secretary and State Treasurer. For times of
emergency action the authority rank of the above officers shall
be in the order described above.
5.2 Election and Term of Office General Elections shall be held
by secret ballot at the first October Board of Directors annual
meeting. Outgoing and incoming officers will be jointly responsible
for all ABATE of North Idaho business for the following 30 days.
5.3 Executive Officer Qualifications/Eligibility
5.3.1 State Coordinator A candidate for this position must have
held for at least one year a Chapter or State Office and been a
member in good standing for at least two years.
5.3.2 State Deputy Coordinator A candidate for this position must
have held for at least one year and one of the four elected Chapter
Officer positions as outlined in the State By-Laws and have been
a member in good standing for at least two years.
5.3.3 State Secretary A candidate for this position must have secretarial
experience or training or have held a Chapter Office for at least
one year and have been a member in good standing for at least two
years.
5.3.4 State Treasurer A candidate for this position must have had
bookkeeping experience and/or have held Chapter Office for at least
one year must be bondable and have been a member in good standing
for at least two years.
5.3.5 State Membership Secretary A candidate for this position must
have filing and records management skills and/or have held a Chapter
Membership Secretary office at least one year and have been a member
in good standing for at least two years.
5.3.6 Ambassador-At-Large A candidate for this position must have
good communications skills and have been a member in good standing
for at least two years.
5.4 Duties of Executive Officers
5.4.1 State Coordinator The State Coordinator shall, subject to
the control of the Board of Directors, supervise and coordinate
all business affairs of the Corporation. He shall perform all duties
incident to his office and such other duties as may be required
by law, Articles of the Corporation, these By-Laws, or that which
is required from time to time at the discretion of the Board of
Directors. He shall preside at the meetings of the Board of Directors
and shall be an ex-officio member of all committees.
5.4.2 State Deputy Coordinator The State Deputy Coordinator shall,
in the absence of the State Coordinator, perform all duties required
of the State Coordinator and may be assigned additional duty by
the Board of Directors or the State Coordinator and shall be an
ex-officio member of all committees. 5.4.3 State Secretary The State
Secretary shall take the minutes of the Board of Directors meetings
in one or more books provided for that purpose, see that all notices
are duly given in accordance with the provisions of these By-Laws
or as required by law, be the custodian of all Corporate records
and see that the Seal of the Corporation is affixed to all documents,
the execution of which on behalf of the Corporation under its seal
as duly authorized, supervise the maintenance and updating of all
Corporate records and in general perform all duties incident to
the office of Secretary and such other duties as from time to time
may be assigned by the State Coordinator or by the Board of Directors.
The State Secretary shall respond in a timely manner to reasonable
requests in writing from Board Members, and shall provide meeting
minutes to Board Members within fifteen (15) days.
5.4.4 State Treasurer If required by the Board, the State Treasurer
shall give a bond for the faithful discharge of duties and with
such securities that the Board shall determine. He shall have charge
and custody of and be responsible for all funds and securities of
the Corporation, receive and give receipts for monies due and payable
to the Corporation from any source whatsoever and deposit all such
money in the name of the Corporation in such banks, trust companies
or other depositories as shall be selected in accordance with the
provisions of these By-Laws and in general perform all the duties
incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the State Coordinator or
by the Board. Upon reasonable request in writing all financial records
shall be made available to any member.
The State Treasurer shall be authorized to pay all usual and customary
monthly operating expenses without the advance approval of the Board
of Directors. He shall present to the Board of Directors any extraordinary
expenses or billings which shall require approval by the Board of
Directors for payment. He shall report in writing quarterly to the
Board of Directors income and disbursements by categories from all
open bank accounts.
5.4.5 State Membership Secretary The State Membership Secretary
shall keep a complete and accurate account of all membership records
past and present, be responsible for issuing all membership cards,
make and deliver the mailing labels of the State Newsletter and
other special mailings, process all applications and change of address
forms and in general perform all duties assigned to this office
and all duties as from time to time may be assigned by the Board
of Directors. The State Membership Secretary shall issue quarterly
membership rosters 15 days prior to each Board of Directors meeting
and/or to each chapter upon written request.
5.4.6 State Ambassador-At-Large The State Ambassador-At-Large shall
keep in contact with chapter representatives and state members.
The State Ambassador-At-Large will help promote membership, encourage
and assist in forming new chapters.
5.5 Other Executive Officers Other Officers may be appointed by
the State Coordinator subject to the majority approval vote of the
Board of Directors. Said officers shall serve at the discretion
of the Board of Directors, but shall not have Board of Directors
or Executive Board voting rights.
5.6 Vacancies of Executive Officers
5.6.1 In the event of a vacancy of the State Coordinator, the State
Deputy Coordinator inherits the office for the remainder of term
until next scheduled elections.
5.6.2 In the event of a vacancy of all other Executive Officers,
they will be filled by appointment by the Board of Directors at
the next scheduled Board of Directors meeting.
5.6.3 In the event of vacancies in both positions of the State Coordinator
and State Deputy Coordinator occur in interim between the Board
of Directors meetings the successive authoritative rank of the Executive
Board shall control. The highest ranking shall assume position of
State Coordinator until the next Board of Directors meeting at which
time the Board of Directors will fill the vacancies by appointment.
5.7 Transfer of Documents, Records and Property to Incoming Officers
Official ABATE of North Idaho documents, records, and property in
possession of outgoing officers shall be inventoried and transferred
to the incoming officers or the Corporation and all bank accounts
shall be cleared of old names within 30 days. Said inventory shall
become part of the permanent record of the Corporation.
5.8 Prohibition of Personal Use of Corporate Accounts No ABATE of
North Idaho account may be used for personal reasons or personal
use by any State Officer or any other individual. Said use shall
result in penalties and disciplinary action as outlined in these
By-Laws.
5.9 Salary Any and all salaries for Corporate Officers or appointed
positions shall be granted at the discretion of the Board of Directors
upon two-thirds (2/3) majority approval.
5.10 Reimbursement of Expenses The above Executive Officers shall
be allowed their reasonable and necessary expenses with receipts
in attending meetings, Executive Board meetings, the Annual Meeting
of the Corporation or other State sponsored events which require
their attendance, expenses incurred with receipts in visiting Chapter
meetings and attending other functions as may from time to time
be necessary as determined by the Board of Directors.
5.11 Entrance Into State Sponsored Events The Executive Officers
shall be exempt from paying fees required for entrance into State
Sponsored events.
5.12 Removal Any Executive Officer may be removed from office under
the procedures set forth in the section entitled disciplinary, suspension
and expulsion procedures.
ARTICLE VI - ELECTION OF STATE OFFICERS
6.1 Nominations for State Officer
positions shall be entertained only at the July Board of Directors
meeting. Nominations shall be accepted from any member in good standing
present at said meeting.
6.2 Statement of Qualification Nominees shall submit a statement
of qualification to the State Office within two weeks of nomination
to be printed in each issue of the State publication prior to ballot
mailing.
6.3 Running Unopposed Should only one person be nominated for office
and therefore would be running unopposed the Board of Directors
shall reserve the right to elect by two thirds (2/3) vote of the
Board of Director members present to seat the nominee for said office.
6.4 Ballots Voting ballots containing the names of all nominees
for office shall be mailed by September 1 to each member of record
in good standing as of August 1 of each election year. The State
Membership Secretary must issue a ballot to any member who meets
these qualifications and gives notice that they have not received
a ballot by September 15 and the Membership Secretary shall hand
deliver or postmark the ballot to said member by September 17. (Rev.
4/09)
6.4.1 Ballot Form The ballots shall consist of two parts. It shall
be contained on one page of the State publication. Part one shall
consist of a list of all qualified candidates and shall be considered
as the official ballot. Part two shall contain the return mailing
address of the ABATE of North Idaho Post Office Box, shall have
space for the member's name, address and membership number. All
ballots must be received by the October meeting.
6.5 Teller Committee The ballots shall be tallied by a committee
of 3 members in good standing who are appointed by the Board of
Directors. All mailed ballots must be received at the ABATE of North
Idaho Post Office Box at least one day before the October meeting.
Ballots may be hand delivered to the October meeting and accepted
prior to the selection of the Teller Committee. (Rev. 4/09)
6.6 Review of Voting Eligibility The teller Committee shall determine
eligibility to vote based upon the information on part two of the
ballot and comparing such with the current membership list, (name
and membership number verified), which shall be deemed current as
of August 1 of that particular year. The two parts of said ballot
shall be separated. There shall be one ballot per member.
6.6.1 Ballot Validity Any ballot having more than one vote for any
one position, that position vote shall be declared void. Any name
and membership number on the ballot which does not correspond with
the current membership roster shall void that ballot.
6.7 Election Results The results of the election shall be reported
to the State Secretary for publication in the November State Newsletter.
Both parts of the ballots shall be kept in the State Archives for
a period of 18 months. Election recounts may be requested in writing
by the nominees no later than seven days after the election results.
6.8 Transition Period There shall be a thirty day transition period
for new State Officers and the Elected Officers shall officially
assume office 30 days after the election.
ARTICLE VII - COMMITTEES
7.1 Standing and Special Committees
Board of Directors or the State Coordinator, subject to Board approval,
may establish such Standing and Special Committees as are necessary
to conduct the affairs of this non-profit Corporation. Such committees
shall provide a regular written report at each Board of Directors
meeting.
7.2 Financial Reports Standing and Special Committees shall be responsible
for presenting proposed budgets and giving written financial reports
as necessary at Board of Director meetings.
ARTICLE VIII - DISCIPLINARY, SUSPENSION
AND EXPULSION PROCEUDRES
8.1 Charges Any two (2) members
may bring 'charges' before the Board of Directors alleging one of
the following to initiate these procedures:
1. Misuse of any Corporate Property.
2. Assault upon any person at any ABATE sanctioned event.
3. Any conduct unbecoming of a member.
8.2 Show Cause The two members who are bringing the particular charges
shall show cause before the Board of Directors as to why the particular
member should undergo the disciplinary, suspension, and expulsion
procedure. At the conclusion of said show cause hearing, wherein
facts are presented, the Board of Directors shall, by simple majority,
vote as to whether or not the individual shall be subject to these
procedures.
8.3 Hearing Committee Investigation Should the Board of Directors
vote to have said member undergo these procedures, the Hearing Committee
shall then investigate the charges therein interviewing all available
witnesses and gathering other evidence in order to present such
evidence in this report to the upcoming quarterly Board of Directors
meeting.
8.4 Hearing Committee Report At the next quarterly Board of Directors
meeting the member undergoing these procedures is allowed to be
represented by counsel or to represent himself on a pro-se basis.
The Hearing Committee Report which shall be in written form shall
be delivered to the member undergoing said procedures and to the
Board of Directors twenty (20) days prior to the next scheduled
Board of Directors meeting.
8.5 Standard of Proof Upon review by the Board of Directors of the
Hearing Committee Report and hearing any evidence presented by the
subject member the Board of Directors shall find said member guilty
as charged, upon a more probable than not basis, which shall, for
purposes of these procedures, require a two-thirds (2/3) approval.
8.6 Penalties Should said member be guilty the following penalties
shall be available to the Board of Directors and shall be approved
upon a majority vote:
8.6.1 Censure shall consist of a written statement from the Board
of Directors, signed by the State Coordinator and sent to the member's
home address with a copy filed in the permanent archives of the
Corporation and made an integral part of the minutes of the Board
of Directors.
8.6.2 Suspension of Membership Suspension shall be for a predetermined
time and such would be contingent upon good behavior. At the end
of said suspension all rights and privileges shall be restored.
During the period of such suspension dues must be paid. The record
of such suspension shall be placed in a permanent record of the
Corporation and made an integral part of the minutes of the Board
of Directors. Should the suspended member hold a State Office or
appointed position at the time of said suspension such office or
position shall be lost and shall not be reinstated at the termination
of said suspension.
8.6.3 Termination of Membership The termination of membership shall
be sent to the member's residential address and a record of such
shall be made within the corporate records and made an integral
part of the minutes of the Board of Directors meeting. Said termination
shall be irrevocable, that being, said member shall not be eligible
for application for new membership. This penalty only shall require
a two-thirds (2/3) vote of the Board of Directors.
8.7 Reconsideration Procedures A member undergoing the above procedures
may move the Hearing Committee to reconsider his report by showing
of new or previously undisclosed evidence. The Hearing Committee
upon reviewing this reconsideration shall make a report to the Board
of Directors who shall upon simple majority decide whether a further
Hearing Committee investigation is necessary.
8.8 Selection of Hearing Committee The Board of Directors will appoint
three members as needed to the Hearing Committee. The charged party
in any Hearing Committee procedure shall have one peremptory challenge
on the committee members and the Board shall have any number of
challenges for cause.
ARTICLE IX - STATE CORPORATION FINANCIAL
PROVISIONS
9.1 Fiscal Year The fiscal
year of the State Corporation shall run from January 1 to December
31 of each year.
9.2 Bi-Annual Review The State Treasurer shall submit a bi-annual
accounting review. The Board shall upon the request, approve if
they so desire, an accountant audit of the Corporation.
9.3 Checks, Drafts, ETC All checks, drafts or other orders for payment
of money, notes or other evidence of indebtedness issued in the
name of the Corporation must be signed by two officers, one of which
is the State Treasurer the other the State Coordinator or State
Deputy Coordinator. All accounts shall be in the name of ABATE of
North Idaho, Inc. (rev 07/08)
9.4 Deposits All funds of the Corporation not otherwise employed
shall be deposited in a timely manner to credit the Corporation
in such banks, trust companies or other depositories as the Board
may approve.
9.5 Disbursements All disbursements shall be by check accompanied
by voucher with a proper receipt attached showing date, origin of
receipt and reason for expense and approved by the State Coordinator
or State Deputy Coordinator and State Treasurer.
9.6 Contracts The Board of Directors may authorize any officer or
officers, agent or agents, 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 specific instances.
Contracts involving Directors and Officers shall not be made by
the Corporation unless first approved by a majority of the Board
of Directors who has no direct or indirect interest in the transactions.
9.7 Loans No loan shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued on its name unless
authorized by a resolution of the Board of Directors. Such authority
may be general or confined to specific instances. No loans involving
Directors or Officers shall be made by the Corporation.
ARTICLE X - SPECIAL RULES AND REGULATIONS
FOR STATE SPONSORED EVENTS
10.1 Ticket Sales Tickets for
official State events may be sold in advance. If said ticket is
purchased at the event there will be an inflated ticket price.
10.2 Recognition of Other ABATE Organizations ABATE of North Idaho
will recognize other State ABATE organizations for admission into
State sponsored events at member price.
ARTICLE XI - ANNUAL REPORT
The State Coordinator shall
prepare and submit to the Board of Directors an annual written report
which shall include a year-end financial statement as prepared and
presented by the State Treasurer. Said annual report copies shall
be provided to all Chapter Coordinators for Chapter member inspection.
(Rev. 4/09)
ARTICLE XII - PUBLIC RELATIONS
The State Coordinator shall
appoint, subject to the approval of the Board of Directors, a State
Public Relations Officer, who shall handle all press releases and
other communications on State Corporation matters.
ARTICLE XIII - SEAL
The Seal of this Corporation
shall consist of the name of the Corporation, State of the Corporation
and the year of its inception.
ARTICLE XIV - WAIVER OF NOTICE
Whenever any notice required to be given to any Director of the
Corporation under the provisions of these By-Laws or under the provisions
of the Idaho not-for-profit Corporation Act, or under the Articles
of the Corporation, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE XV - AMENDMENTS AND EFFECTIVE
DATE
15.1 Effective Date These By-Laws shall
become effective immediately upon adoption by two-thirds (2/3) majority
of the membership according to the Articles of Incorporation.
15.2 Amendments These By-Laws may be amended by one of the following:
15.2.1 Notice of the nature of the proposed amendment or repeal
shall have been given at the previous meeting of the Board.
15.2.2 That a written copy of the proposed amendment or repeal shall
have been mailed to each Board Member thirty (30) days prior to
the regular Board of Directors meeting.
Amendments of these By-Laws shall become effective immediately upon
adoption unless otherwise designated by the Board of Directors.
THESE BY-LAWS OF ABATE OF NORTH IDAHO, INC.
A NON-PROFIT CORPORATION, CONFIRMED AND ADOPTED BY:
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