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Amended Code
of By-Laws of the Indiana SWCD Foundation, Inc.
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ARTICLE 1
Identification
Section 1.01. Name. The name of the Corporation is the Indiana SWCD Foundation,
Inc.
Section 1.02 Mission. The Indiana SWCD Foundation provides financial support to
strengthen Indiana Soil and Water Conservation Districts and to fund
environmental and conservation projects to meet local natural resource
priorities.
ARTICLE 2
Board of Directors
Section 2.01. 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 2.02. Number. There shall be a minimum of seven (7) Directors of the
Corporation, which number may from time to time be changed by resolution adopted
by not less than a majority 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.
Section 2.03. Election. The Board of Directors shall be elected at the annual
meeting provided in this Article 2 of this Code of By-Laws. The members of the
Board of Directors shall be divided into three classes as nearly equal in number
as possible. The terms of Directors in the first group expire at the first
annual meeting after their election, the terms of the second group expire at the
second annual meeting after their election, and the terms of the third group
expire at the third annual meeting after their election. At each annual meeting
held thereafter, Directors shall be chosen for a term of three (3) years to
succeed those whose term expires. Directors are limited to two (2) consecutive
three (3) year terms. After a break in service a person may be elected as a
Director without regard to previous service. Upon adoption of these by-laws, the
members of the three classes shall be drawn by lot.
Section 2.04. Vacancies. Any vacancy among the Directors caused by death,
resignation, removal or otherwise may be filled by 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 2.05. 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 2.06. 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"). For purposes of this Section, the term “for cause” shall
specifically include but shall not be limited to the failure to attend three (3)
consecutive meetings of which the Director was given notice unless an
explanation for the absence has been given in advance.
Section 2.07. Meetings. The Board of Directors shall meet quarterly each year,
one of which shall be the annual meeting, either at the registered office of the
Corporation in the State of Indiana, or at such other place within or without
the State of Indiana as may be designated by the Board of Directors and
specified in the respective notices or waivers of notice thereof. The annual
meeting shall be for the purpose of organization, election of directors and
officers and consideration of any other business that may properly be brought
before the meeting and shall be held during March, April or May after the close
of the fiscal year of the Corporation as designated by the Board of Directors
and specified in the respective notices or waivers of notice thereof. 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, either within or without the State of Indiana, 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 2.08. 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 telegraphing or delivering personally the same at
least two (2) days before the meeting to the usual business or residence address
of the Director 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, except where a Director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
Section 2.09. 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. 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 2.10. Committees. The Board of Directors, by resolution adopted by a
majority of the Board, may designate one or more committees, each of which shall
consist of one or more Directors, one of whom shall serve as chair. These
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 2.11. 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.
Section 2.12. Meeting by Telephone, etc. Any or all of 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.
ARTICLE 3
Officers
Section 3.01. 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) offices may be held by 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 3.02. 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 3.03. 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 3.04. President. The President shall preside at all meetings of the
Board of Directors, 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 this Code of by-laws provides or
as may be assigned by the Board of Directors.
Section 3.05. 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
this Code of By-Laws, the Board, or the President may prescribe.
Section 3.06. Secretary. The Secretary shall have the custody and care of the
corporate records and the minutes book of the Corporation. The Secretary shall
attend all the meetings of the Board of Directors of the Corporation, 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 the Code of By-Laws or as
may be prescribed by the Board of Directors or the President.
Section 3.07. 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, and 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 this Code of By-Laws or as may be prescribed by the Board of
Directors or the President.
Section 3.08. 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 the
Code of By-Laws, the Board of Directors or the President.
Section 3.09. Removal. Any officer may be removed from office, with or without
cause, by the Board of Directors.
Section 3.10. 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 4
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 5
Financial Affairs
Section 5.01. 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 5.02. 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 One Thousand Dollars ($1,000) 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, Executive
Director, a Vice-President, Secretary or Treasurer; provided, however, that any
such obligations in an amount equal to or less than One Thousand Dollars
($1,000) may be signed by any one (1) of such preceding officers. 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 5.03. 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 6
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January of
each year and end on the last day of December of each year.
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 this Code of 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 1986, as amended, or any successor provision or provisions
thereto.
ARTICLE 9
Amendments
The power to make, alter, amend or repeal the Code of 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 Directors; provided, however, that the proposed
amendment shall be included in the notice of such meeting. If notice of a
proposed amendment to the Code of 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 the Code of By-Laws dealing with the subject
matter with which the proposed amendment is concerned.
INDS01 EWW 192473
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