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BYLAWS OF
INTERNATIONAL FOUR-H YOUTH EXCHANGE
FOUNDATION OF THE USA, INC.
ARTICLE I
Name, Seal and Offices
1. Name:
The name of this corporation is “International Four-H
Youth Exchange Foundation of the USA, Inc.”
2. Seal:
The seal of the corporation shall be circular in form and
shall bear on its outer edge the name of the
corporation and the word SEAL in the center
thereof.
3. Offices:
The principal office of the corporation shall be at 1719 Dora
Street, Fort Collins, CO 80526-2278. The corporation may
also have offices at such
other places as the Board of Directors may from time to time appoint or
as the purposes
of the corporation may require.
ARTICLE
II
Members
The corporation’s
membership shall be open to all members of the International
Four-H Youth Exchange Association of the USA, Inc. (hereinafter
called “IFYE Association”), plus others interested
in 4-H international programs.
ARTICLE
III
Board of Directors
1. Membership:
The Board of Directors shall consist of at least six persons
but no more than twelve persons, plus one ex-officio member
who is the President of the IFYE Association or his designee.
2.
Term: The term of the directors shall be three years, and
each director shall serve until his successor has been elected.
Each region of the IFYE Association
shall recommend persons to the Board of Directors to fill vacancies, with the
Board of this corporation to make final approval. Directors may succeed themselves
for any number of terms.
3. Vacancies:
Elections to fill vacancies caused by death, resignation or
otherwise of any director of the corporation
shall be made by the Board of Directors.
Elections to fill such vacancies shall be for the remainder of the unexpired
term for which
the vacancy exists.
4. Resignation:
Any director may resign at any time by giving written notice
of such resignation to the Board of Directors.
5.
Function:
(a) Generally. The Board of Directors shall have charge
of the business and prudential affairs of the corporation,
shall have authority to fix the compensation and
terms of employment of any and all employees, and shall have authority to make,
prescribe and enforce all needful rules and regulations for the conduct of
the business of the corporation and the management and control
of its property.
(b) Personnel. The Board of Directors shall have the power to appoint or employ
or authorize the appointment or employment of such agents, representatives,
or employees of the corporation with such powers and to perform such acts or
duties
on behalf of the corporation as the Board of Directors may see fit, so far
as may be consistent with these Bylaws and to the extent authorized and permitted
by law. The Board of Directors shall also have the power to fix their compensation,
if any. No director shall serve as an employee.
(c) Bonds and Insurance. The Board of Directors shall require all officers,
agents, and employees charged by the corporation with responsibility for the
custody
of any funds or negotiable instruments to give adequate bonds. Such bonds shall
be furnished by a responsible bonding company and approved by the Board of
Directors, and the cost thereof shall be paid by the corporation. The Board
of Directors
shall provide for the adequate insurance of the property of the corporation,
or property which may be in the possession of the corporation, or stored by
it, and not otherwise adequately insured, and in addition adequate insurance
covering
the liability for accidents to all employees and the public.
(d) Audits. The president shall appoint a committee of no less than two persons
to annually review the books and accounts of the corporation and render a report
in writing thereon, which report shall be submitted to the Board of Directors
at their annual meeting. This report shall include at least (1) a balance sheet
showing the true assets and liabilities of the corporation; (2) an operating
statement for the fiscal period under review which shall show the total income
received and total expenditures therefrom during the period; and (3) an itemized
statement of expenses for the period under review.
(e) Depository. The Board of Directors shall have the power to select one or
more banks to act as depositories of the funds of the corporation and to determine
the manner of receiving, depositing, and disbursing the funds of the corporation
and the form of checks and the person or persons by whom same shall be signed,
with the power to change such banks and the person or persons signing such
checks and the form thereof at will.
6. Regular
Meetings: There shall be an annual meeting of the Board of
Directors held each year in conjunction with
the national conference of the IFYE Association
or at such other time and place as the officers determine.
7. Special
Meetings: Special meetings of the Board of Directors may be
called by
the president or the vice president and must be called by
either of them
on the written request of any three members of the Board of Directors.
8.
Notice of Meetings and Waiver of Notice: Written notice stating
the place, day and hour of any regular or special meeting
and the purpose for which
the meeting is called shall be delivered not less than ten (10) nor more
than fifty (50) days before the date of the meeting, either personally
or by mail, to each director, by or at the direction of the
president or vice
president. Attendance of any director at a meeting shall constitute waiver
of that notice.
9.
Quorum: A quorum of any meeting shall consist of a majority
of the directors, and the directors must be present in person
(meaning in body or by conference
call, but not by proxy). If at any meeting there is less than a quorum,
the meeting shall be adjourned and all directors shall be given
written notice,
in the manner provided hereinabove, of the date upon which the said meeting
shall be reconvened.
10.
Chairman: At all meetings of the Board of Directors, the president,
or the vice president in his or her absence,
or in their absence a chairman
chosen
by the directors present, shall preside.
11.
Contracts and Services: No contract, transaction, or act shall
be taken on behalf of the
corporation if such contract, transaction, or
act is a
prohibited transaction or would result in the denial of the tax exemption
under Sections
501, 503 or 170(c)(2) of the Internal Revenue Code and its regulations
as they now exist or as they may hereafter be amended. In no event,
however, shall
any person or other entity dealing with the directors or officers be
obligated to inquire as to the authority of the directors and officers
to enter into
and consummate any contract, transaction or other action.
12.
Compensation: Directors shall not receive any salary for their
services.
The Directors may employ attorneys, accountants and other
individuals
or organizations for services other than those customarily performed
by the
officers and directors
of the corporation and may compensate them for reasonable services
rendered, provided, however, that such employment is not violative
of the proscriptions
of the Articles of Incorporation against the corporation’s
use or application of its funds for private benefit.
13.
Powers: All corporate powers shall be and are hereby vested
in
and shall be exercised by the Board of Directors. The Board of
Directors may by general
resolution delegate to committees of their own number, or to officers
of the corporation, such powers as they may see fit.
14.
Reports: There shall be presented at the annual meeting of
the Board
of Directors and filed with the minutes thereof a report,
verified
by
the president
and treasurer, or by a majority of the directors, showing (a)
the whole amount of real and personal property owned by the
corporation,
where
located and where
and how invested; (b) the amount and nature of the property acquired
during the year immediately preceding the date of the report
and the manner of
acquisition; and (c) the amount applied, appropriated or expended
during the year immediately
preceding such date and the purposes, objects or persons to or
for which such applications, appropriations or expenditures have
been
made.
ARTICLE
IV
Rules and Order of Business
1. Rules:
Robert’s
Rules of Order, as amended and to the extent
that they are not inconsistent with these Bylaws, shall govern
the Board of Directors in all applicable cases.
2. Order
of Business and Reports: The order of business of meetings
of
the Board of Directors shall be determined by the president.
The business of the annual
meeting shall include (a) reports from the president, the secretary, the treasurer,
all committees of the Board of Directors, and from each officer of the corporation
when required; (b) the election of officers; (c) the appointment of committees,
if any; and (d) such other business as may come before the meeting.
ARTICLE V
Officers
1. Officers:
The officers of the corporation shall be the president, vice
president, secretary, treasurer, and such other officers
with such powers and duties not inconsistent with these Bylaws
as may be appointed and determined by the Board of Directors.
No offices may be held by the same person.
2. Election,
Term of Office and Qualifications: The president, vice president,
secretary and treasurer shall be elected at the first meeting of the Board
of
Directors and annually thereafter by the Board of Directors from among their
number.
3. Vacancies:
In case any office of the corporation becomes vacant by death,
resignation, retirement, disqualification, or any other cause,
the majority
of
the directors then in office, although less than a quorum, may elect an officer
to fill such vacancy, and the officer so elected shall hold office and serve
until the next annual meeting of the Board of Directors.
4. President:
The president shall preside at all meetings of the Board of
Directors, and he shall be an ex-officio
member of any committees appointed by the Board
of Directors. He shall have and exercise general charge in supervision of the
affairs of the corporation and shall do and perform such other duties as may
be assigned to him by the Board of Directors.
5. Vice President:
At the request of the president, or in the event of his absence
or disability, the vice president
shall perform the duties and possess and exercise
the power of the president; and to the extent authorized by law, the vice president
shall have such other powers as the Board of Directors may determine, and he
shall perform such other duties as may be assigned to him by the Board of Directors.
6.
Secretary: The secretary shall have charge of such books, documents and papers
as the Board of Directors may determine and shall have the custody of the corporate
seal. He shall attend and keep minutes of all the meetings of the Board of
Directors. He may sign with the president or vice president,
in the name and on behalf of
the corporation, any contracts or agreements authorized by the Board of Directors;
and when so authorized or ordered by the Board of Directors, he may affix the
seal of the corporation. He shall, in general, perform all duties incident
to the office of secretary, subject to the control of the Board
of Directors, and
he shall do and perform such other duties as may be assigned to him by the
Board of Directors.
7. Treasurer: The treasurer shall have the custody of all funds, property and
security for the corporation, subject to such regulations as may be imposed by
the Board of Directors. When necessary or proper, he may endorse on behalf of
the corporation for collection checks, notes and other obligations, and he shall
deposit the same to the credit of the corporation at such bank or banks or depository
as the Board of Directors may designate. He shall sign all receipts and vouchers
and, together with such other officer or officers, if any, as shall be designated
by the Board of Directors, he shall sign all checks of the corporation and all
bills of exchange and promissory notes issued by the corporation, excepting cases
where the signing and execution thereof shall be expressly designated by the
Board of Directors or by these Bylaws to some other officer or agent of the corporation.
He shall enter regularly on the books of the corporation, to be kept by him for
the purpose, a full and accurate account of all monies and obligations received
and paid or incurred by him for or on account of the corporation. He shall exhibit
such books at all reasonable times to any director on application at the offices
of the corporation or at the annual meeting of the Board of Directors or other
place designated by the president or vice president. He shall, in general, perform
all the duties incident to the office of treasurer, subject to the control of
the Board of Directors.
8. Compensation: No officer of the corporation shall receive a salary or other
compensation for his services, although the corporation shall reimburse any officer
for the authorized expenses that he shall have incurred in performing the duties
of his office.
9. Removal:
Any officer may be removed from office by the affirmative vote
of a majority of the directors, at any regular meeting or at
any special meeting called for the purpose, for nonfeasance, malfeasance, or misfeasance, for conduct
detrimental to the interests of the corporation, for lack of sympathy with
its objects, or for refusal to render reasonable assistance
in carrying out its purposes.
ARTICLE VI
Committees
The Board
of Directors may appoint from their number, or from among such
persons as the Board may see fit, one or more committees, and
at any time may appoint additional members thereto. The members
of any such committee shall serve during the pleasure of the
Board of Directors. Such committees shall advise and aid the
Board of Directors in all matters designated by the Board of
Directors. Each such committee may, subject to the approval
of the Board of Directors, prescribe rules and regulations
for the call and conduct of meetings of the committees and
other matters relating to its procedure.
ARTICLE
VII
Funds
1. Classes.
Three classes of funds shall be established and their use shall
be governed as outlined in the following provisions of this
Article. Any funds in possession of the corporation at the
time of the adoption of this fund classification system may
be allocated to any fund class as determined by the Board of
Directors in keeping with the interpretation of the original
desires of the donors.
2. Class
I Funds. Class I funds shall consist of those funds which are
not expendable and which must
be invested to provide income for carrying on the work of
the corporation. Only the income of Class I funds shall be
expended.
3. Class
II Funds. Class II funds shall consist of those funds donated
to or raised by the corporation
for specific activities and purposes, and such funds
shall be held separate and apart from other funds of the corporation. Donors
may designate certain uses of their Class II funds; and once accepted, the
Board of Directors shall ascertain that those funds donated
in this class are spent
accordingly.
4. Class
III Funds. Class III funds shall consist of those funds donated
to the corporation without restriction by donors as to the
use of such
funds. Upon the
receipt of such funds, the Board of Directors may designate their use in the
support of any legitimate functions of the corporation.
ARTICLE
VIII
Voting Upon the Stock of Other Corporations
Unless otherwise
ordered by the Board of Directors, the president shall have
full power and
authority on behalf of the corporation to vote, either in person
or by proxy, at any meeting of stockholders of any corporation
in which this corporation may hold stock, and at such meeting
may possess and exercise all the rights and powers incident
to the ownership of such stock which, as the owner thereof,
this corporation might have possessed and exercised if present.
The Board of Directors may confer like powers upon any other
person and may revoke any such powers as granted at its pleasure.
ARTICLE
IX
Prohibition Against Sharing in Corporate Earnings
No director,
officer, employee, member of a committee, or other person connected
with the corporation or any other private individual shall
receive at any time any of the net earnings or pecuniary profit
of the operations of the corporation, except as may be necessary
to pay individuals employed by the corporation as set forth
in Article III, Paragraph 5 hereof. No person or persons shall
be entitled to share in the distribution of any of the corporate
assets upon dissolution of the corporation. All directors of
the corporation shall be deemed to have or have expressly consented
and agreed that upon such dissolution or winding up of the
affairs of the corporation, whether voluntary or involuntary,
the assets of the corporation, after all debts have been satisfied,
then remaining in the hands of the Board of Directors shall
be distributed, transferred, conveyed, delivered and paid over
to an organization or organizations closely related in purpose
or function to this corporation, which organization or organizations
receiving said assets shall at the time qualify as exempt from
taxation as an organization or organizations under Section
501(c)(3) of the Internal Revenue Code of 1954, or the corresponding
provision of any future Internal Revenue law as the Board of
Directors may determine.
ARTICLE X
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 or reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to a class of investments which a director is or may hereafter be permitted by law to make or similar restriction, provided, however, that no action shall be taken by or on behalf of the corporation if such action is a prohibited transaction or results in a denial of the tax exemption under Section 503 of the Internal Revenue Code of 1954 or the corresponding provision of any future Internal Revenue law.
ARTICLE
XI
Amendments
The Board
of Directors shall have power to make, alter, amend, and repeal
the Bylaws of the corporation by an affirmative vote of the
majority of the Board; provided, however, that a copy of any
proposed change is submitted in writing to all members of the
Board at least forty-eight (48) hours prior to any regular
or special meeting of the Board where same is to be considered
and adopted.
ARTICLE
XII
Exempt Activities
Notwithstanding
any other provision of these Bylaws, no director, officer,
employee or representative 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
exempt under Section 501(c)(3) of the Internal Revenue Code
of 1954 or the corresponding provision of any future Internal
Revenue law or by an organization, contributions to which are
deductible under Section 170(c)(2) of said Code or the corresponding
provision of any future code. Moreover, no director, officer,
employee or representative of this corporation shall engage
in activities by or on behalf of the corporation which are
not in furtherance of the stated purposes of the corporation.
ARTICLE
XIII
Indemnification
The corporation
shall have the power to indemnify any present or former director,
officer, employee or agent for expenses and costs actually
and necessarily incurred by him in connection with the defense
or settlement of any pending or threatened action, suit or
proceeding to which he is made a party by reason of his being
or having been such official, except in relation to matters
as to which he shall be finally adjudged to be liable for willful
misconduct amounting to bad faith. Such indemnification shall
not be exclusive of any other rights to which those indemnified
may be otherwise entitled.
ARTICLE
XIV
Calendar Year
The tax
year of this corporation shall be a calendar year and shall
commence on January 1 and end on December 31, unless otherwise
designated by the Board of Directors.
The foregoing Bylaws
of the International Four-H Youth Exchange Foundation of the USA, Inc.,
were inspected, accepted and adopted at the incorporator’s meeting
on the 27th day of September , 1996.
/s/ Mildred Crawford,
President
CERTIFIED:
/s/ Dottie Nelson, Secretary
Original
Draft: September 27, 1996
Amended: September 2, 1998
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