INDIANA LEADERSHIP ASSOCIATION, INC., BY-LAWS
ARTICLE I – NAME
The name of this association shall be the Indiana Leadership Association, Inc. This corporation shall operate as a 501(c) 3 organization under IRS procedures. It may also be known as ILA when appropriate.
ARTICLE II – PURPOSE
The purpose of this organization is to foster community leadership development. It is based on:
- Educating and training leaders to improve their effectiveness and make a positive difference in their communities.
- Building and strengthening programs and organizations which seek to improve all aspects of community life.
- Addressing local communities’ needs, in harmony with statewide concerns and issues.
ARTICLE III – MEMBERSHIP
The members of the Board of Directors shall serve and constitute the entire membership of the organization.
ARTICLE IV – BOARD OF DIRECTORS
Section 1 Duties and Powers. The complete authority to carry out the purpose, mission, and vision, as well as manage the organization, shall be vested in the Board of Directors. The Board of Directors shall have and exercise the usual powers of directors of a business corporation including the immediate governance and direction of the affairs of the organization. It shall make all rules and regulations, which it deems necessary or proper for the governance of the organization and for the due and orderly conduct of its affairs.
Section 2 Number and Terms. The Board of Directors shall not have fewer than 8 Directors and not more than 15 Directors. Each Board Director shall be elected for a three-year term. Terms should be staggered, to the extent possible, so that 1/3 of the Board is rotated every three years to retain continuity. No more than three consecutive terms may be served. Unexpired terms do not count. After three terms a board member may not serve until a one year period has passed. The Past President shall serve as an ex-officio member (with vote) of the Board of Directors for the period he or she holds that office.
Section 3 Selection of Board Members The Executive Committee or a board appointed committee shall meet annually to analyze the composition of the board, determine qualifications, and review candidates for recommendation and election to expiring board terms and officer positions at the annual meeting. The Board of Directors will strive to ensure that the board is comprised of a diverse representation of organizations and individuals who support the purpose of the Indiana Leadership Association while recognizing the need for geographic balance where possible.
Section 4 Responsibilities The Board shall have full power and responsibility for the governance and policy making of the Association, including control of all property, finances, affairs of the ILA, and including all responsibilities of the Board of Directors of a not-for-profit corporation under Indiana law, except as power may be limited or vested elsewhere by these by-laws or by the Articles of Incorporation. All Board Members shall be responsible for the fiscal health of the ILA and support the organization appropriately.
Section 5 Compensation of Directors Directors shall not receive compensation for their services as Directors.
Section 6 Attendance at Board Meetings A Board member shall be expected to attend all meetings. The Board officers shall review three (3) or more consecutive absences in order to determine the non-attending member’s continued membership on the Board of Directors.
Section 7 Vacancies The Board, upon the recommendation of the Executive Committee, shall fill any vacancy of the Board of Directors through special election. Any person so elected shall serve until the expiration of the original Director’s term and is eligible for re-election to successive three-year terms.
Section 8 Removal of a Director The Board of Directors shall be responsible for the removal of any Board member for failure to perform his/her duty or for any other act determined by the Board of Directors to be detrimental to Indiana Leadership Association. This removal shall be accomplished at a meeting of the Board of Directors of which notification stating the purpose of the meeting has been given at least one week in advance. The Board of Directors shall state the reason the removal is being recommended. The Director shall have the opportunity to be present and speak on his/her behalf. Removal shall require a two-thirds vote of all Directors then serving.
Section 9 Indemnification Every director and every officer of the organization shall be indemnified by the organization against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him or her in connection with any proceeding to which he or she may be a party, or in which he or she may become involved, by reason of his or her being or having been a director or officer of the organization, or any settlement thereof, whether or not he or she is a director or officer at the time such expenses are incurred, except in such cases wherein the director or officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his or her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the organization. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director or officer may be entitled.
ARTICLE V – MEETINGS OF THE BOARD OF DIRECTORS
Section 1 Regular Meetings Regular meetings of the Board of Directors shall be held not fewer than four times per year, and at such times and places as determined by the Board.
Section 2 Special Meetings Special meetings of the Board of Directors may be called by the Board President and shall be called upon the written request of one third (1/3) of members of the Board. Notice of special meetings shall state the purpose of the meeting and shall be given at least seven (7) days in advance. No business shall be transacted except that for which the meeting has been called.
Section 3 Annual Meeting The annual meeting of the Board of Directors shall be held in each calendar year within the first quarter of fiscal year.
Section 4 Quorum A minimum of one-third of the sitting members of the Board of Directors shall constitute a quorum.
Section 5 Voting Each member has one vote. Majority vote shall mean a majority of all Directors then sitting. If the Board prescribes that a vote is needed between regularly scheduled meetings it may be by electronic mail, if board members are notified and given adequate time to respond.
Section 6 Virtual Meeting The business of the board may be conducted via electronic and/or video/teleconferencing providing all members of the board are provided equal notice and access, roll-call provisions are made, official minutes are kept, and all members have equal access to information, discussion and voting process.
ARTICLE VI – OFFICERS
Section 1 Designated Officers The officers of this organization shall be President, Vice President, Secretary, and Treasurer.
Section 2 Duties and Powers The officers of this organization shall have the duties and powers prescribed by these Articles and by the parliamentary authority adopted by the organization. All officers shall perform the duties usual to each position and such other duties as the Board of Directors or President prescribe.
- President The President shall preside at all meetings of this organization, shall coordinate the work of the officers and committees, shall appoint the chairpersons of all committees, and shall be a member ex officio of all committees.
- Vice President The Vice President shall assist the President and shall assume the duties of the President when absent. The Vice President may succeed to the office of President if nominated. Upon the vacancy of the office of President for any reason, the Vice President shall become President and shall hold office until the expiration of the original term.
- Secretary The Secretary shall have oversight of all papers, books, and records of the Corporation, other than books of account and financial records. The Secretary shall review and assure that the minutes of all meetings of this organization and all other official records as may be required are properly preserved. The Secretary shall authenticate records of the Corporation as necessary.
- Treasurer The Treasurer shall have oversight of the organization’s finances will assure that a full and accurate account of the financial condition of the corporation is maintained. The Treasurer shall assure that financial reports are made at each Board meeting to the Board of Directors. The Treasurer shall assure that an audit or reviews of the financial transactions is conducted regularly and an annual statement of financial condition of the corporation is furnished to the board of directors.
Section 3 Term of Office The officers shall be elected to serve for one year term or until their successors are elected, and their terms of office shall begin upon election. Any officer may be re-elected for one additional term. No member shall hold more than one office at any time.
Section 4 Vacancies The Board of Directors shall fill a vacancy in any office through special election from a list submitted by the Executive Committee. Any officer so elected shall serve until the expiration of the original term.
ARTICLE VII – COMMITTEES
Section 1 Board Committees The Board of Directors may form any and all committees necessary for the purpose of facilitating the mission and carry out the work of the organization. The committees shall hold meetings as deemed necessary.
Section 2 Executive Committee The Board of Directors may, by resolution, designate five or more directors of the corporation to constitute an Executive Committee which shall include the President, Vice President, Secretary, Treasurer, and the past President or another designated board member and which, to the extent provided in such resolution and consistent with Indiana law, shall exercise all of the authority of the board of directors in the management of the corporation’s affairs during intervals between the meetings of the board of directors. Actions taken by the Executive Committee shall be subject to review and approval by the Board of Directors.
ARTICLE VIII – ADMINISTRATION
Sections 1 Legal Documents Unless otherwise provided by the Board, all contracts, leases, commercial paper, or other legal instruments or legal documents shall be signed by the President upon action of the board.
Section 2 Fund Disbursement All checks, drafts, notes or orders for the payment of money shall be signed by the President or the Treasurer or as otherwise designated by the Board.
Section 3 Staffing The Board of Directors or person it may designate may employ or contract with the necessary personnel needed to perform daily operations and fulfill the mission and purposes of the organization.
ARTICLE IX – FISCAL
Section 1 Fiscal Year The fiscal year of this organization shall be from July 1 to June 30.
Section 2 Sustainability Model The Board of Directors shall determine levels and methods of revenue generation which may include, but not exclusively, membership fees, dues, sponsorships, program fees and event registration.
ARTICLE X – AMENDMENTS
These Articles may be amended with a majority affirmative vote by a majority of the sitting Board members, provided that the proposed amendment has been sent to all Directors at least ten days prior to the date of the meeting. In absence of notice a vote of two-thirds of the sitting board members is required.
ARTICLE XI – PROHIBITED ACTIVITIES
The Indiana Leadership Association is organized exclusively as a charitable not-for-profit organization and its activities shall be conducted for the foregoing purposes. No activities shall be to influence legislation or participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. The Indiana Leadership Association shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization under Section 501(c)(3) of the Internal Revenue Code and the regulations thereunder.
ARTICLE XII – NON–DISCRIMINATION
The Indiana Leadership Association prohibits discrimination in employment and services on the basis of race, religion, color, gender, age, national origin or ancestry, marital status, parental status, sexual orientation, disability or status as a veteran. The Indiana Leadership Association will conduct its programs, services and activities consistent with applicable federal, state and local laws, regulations and orders and in conformance with policies and procedures of the organization.
ARTICLE XIII – DISSOLUTION
Upon dissolution of the Indiana Leadership Association and after satisfying all obligations, any and all assets of the organization shall be distributed only to such organization or organizations whose operation is in keeping of the purpose of this organization and qualify as exempt under Section 501(c)(3) of the Internal Revenue Code and or to any Federal, State or local government entity for a public purpose.
ARTICLE XIV – TRANSITION & ADOPTION
Upon the approval and adoption of these revised Articles of Incorporation, the existing Board of Directors will remain as Board Members, fulfilling unexpired terms, and assume all duties and powers vested. They shall have the full authority to implement the changes inherent in the transition.
ARTICLE XV POLICIES
All policies adopted by the board will be attached as an addendum to this document.
Adopted as Revised May 25 2001, June 6, 2006, June 20, 2012, and July 25, 2017.