ARTICLES OF INCORPORATION AND BYLAWS
The Florida Academy of Professional Mediators, Inc. (hereafter referred to as The Academy) is organized as a not-for-profit organization to:
- Facilitate the exchange of knowledge, information and ideas between professionals in the field of mediation and other forms of dispute resolution,
- Provide training in mediation techniques, other forms of dispute resolution and in areas of expertise relevant to the profession,
- Promote the process of mediation as an effective and efficient tool for the resolution of disputes,
- Provide input and assistance to the Supreme Court of Florida, the Dispute Resolution and other State agencies regulating the mediation profession, and to
- Process and engage in any and all activities directly or indirectly related to the foregoing as shall be authorized under the laws of the State of Florida.
ARTICLE ONE: OFFICES
Section 101. Principal Office
The principal office of The Academy shall be the business office of the Administrator of The Academy except as otherwise established by the Board of Directors. The web address of The Academy shall be www.tfapm.org.
Section 102. Registered Office and Registered Agent
The registered office and registered agent of The Academy shall be that as established by the Board of Directors.
Section 103. Fiscal Year
The fiscal year of The Academy shall be the calendar year.
ARTICLE TWO: OFFICERS
Section 201. Officers, Qualifications and Terms of Office
Every Officer, at a minimum, shall maintain regular membership in The Academy. Any regular member in good standing is eligible to serve, provided however, that any candidate for any elected position must also have previously served as a member of the Board of Directors. Each person elected shall hold only one office at a time.
The offices of President-Elect, Vice-President, Secretary and Treasurer shall be filled by nomination and election from the membership. The terms of office of all Officers, shall begin upon swearing in at the annual meeting.
Section 202. President
The President is the chief executive of The Academy who shall be elected by the members to serve a term of two years and may succeed himself/herself for no more than two consecutive terms. The President shall have all powers incident to that office, including but not limited to:
- Supervising of the management of The Academy,
- Serving as Chair of the Board of Directors and the Executive Committee,
- Presiding at all meetings of the Directors or members,
- Calling special meetings of the Directors or members,
- Directing the implementation of these Bylaws and the policies of The Academy,
- Representing The Academy as its spokesperson in its public activities,
- Overseeing all functions and committees,
- Overseeing the publication of the newsletter, The Caucus, as well as the web page, and any other Academy publications.
- With the concurrence of the Board of Directors, appointing the editor/publisher of The Caucus.
- Signing his/her name on behalf of The Academy to any writing requiring execution by The Academy.
- Signing all contracts on behalf of and for The Academy.
The President appoints the committee chairs. Directors shall chair standing committees. Committee chairs who have not been elected as Officers or Directors may serve as ex-officio, non-voting members of the Board of Directors. The Past-President serves in an ex-officio capacity.
Section 203. President-Elect
The President-Elect shall be elected by the members to serve a term of two years. The President-Elect shall succeed the President at the end of the President’s term. If there is a vacancy in the office of President, the President-Elect shall automatically succeed to the Presidency to complete the unexpired term and be eligible to serve his/her full two-year term. The President-Elect may act in the stead of the President in all matters concerning The Academy when requested to do so by the President.
The President-Elect is responsible for all Programs that The Academy sponsors, including but not limited to:
- Presentations at the DRC Annual Meeting, and regional CME programs.
- Overseeing the preparation of any Annual Advanced Training Seminars in conjunction with the Administrator and any special projects selected by the President.
The President-Elect has the authority to select and appoint members and speakers to assist him/her in accomplishing these tasks. The President-Elect serves as Chair of the Nominating Committee, which shall consist of the Vice President, the immediate past president and one member at-large chosen by the President.
Section 204. Vice-President
The Vice-President shall be elected by the members to serve a term of two years with a limit of two consecutive terms. The Vice-President shall assist the President and the President-Elect in their duties when requested by either and shall have the power to exercise all duties of either upon their request. The Vice President is responsible for all membership services, including but not limited to:
- Ongoing recruitment of new members,
- Assisting the Administrator in the publishing an annual membership Directory and database containing all pertinent membership data,
- Maintaining the Articles of Incorporation and Bylaws of The Academy,
- Forming and maintaining the Advanced Training Tape Library, and
- Assisting the Administrator in the timely oversight of membership matters.
Section 205. Secretary
The Secretary shall be elected by the members to serve a term of two years with a limit of two consecutive terms. The responsibilities of the Secretary are:
- Corresponding with other mediation and dispute resolution organizations,
- Recording minutes of all meetings of the Board and the membership,
- Serving as custodian of the Bylaws,
- Assuring that all Board actions taken which amend the Bylaws are duly recorded in one place, and
- Performing such other duties as may be assigned by the President and the Board of Directors.
In the event the President directs the Secretary to obtain a corporate seal, the seal shall have thereon the name of the organization. Duplicate copies of the seal may be provided for use in the different offices of the organization, but each copy shall be in the custody of the Secretary.
Section 206. Treasurer
The Treasurer shall be elected by the members to serve a term of two years with a limit of two consecutive terms. The responsibilities of the Treasurer are:
- Oversees the custody of all records of The Academy relating to dues and the property and monies of The Academy,
- Collecting and disbursing of dues and other property and monies of The Academy,
- Keeping full and accurate records of the deposit and disbursement of the funds and property of The Academy or other monies,
- All financial activity shall be recorded in a manual or computer-based accounting system. The Treasurer shall reconcile the account(s) monthly and report all financial activity monthly to the Board of Directors,
- Reporting regularly to the Board as to the financial status of The Academy,
- Serving as a member of the Budget Committee, and
- Preparing a financial statement at the end of the year for review by the Budget Committee and the Board of Directors.
The Treasurer is authorized to review and present all checks, drafts, or orders for payment of money upon approval of the President, unless otherwise authorized by resolution of the Board of Directors. All checks, drafts, or orders for payment of money shall require two signatures, the President and an Officer of The Academy. Disbursement of funds by check or credit/debit card in excess of five hundred dollars ($500.00) must be approved by the Board of Directors.
The Treasurer shall give The Academy a bond, and with one or more sureties, in a sum satisfactory to the Board, for the faithful performance of the duties of the office and for restoration to The Academy in case of death, resignation, retirement or removal from office of all books, papers, vouchers, monies and all other properties of whatever kind in possession or under control of that which belongs to The Academy.
Section 207. Removal From Office
Any Officer, including President, President-Elect, Vice President, Secretary or Treasurer may be removed from office by a two-thirds vote of the membership at any regular or special meeting. Any Officer/Director will be removed from office for not maintaining active membership, and maintaining State mediation certification with the Supreme Court of Florida. Cause for removal may include any action or inaction which might cause The Academy to be disqualified as a not-for-profit organization pursuant to the Internal Revenue Code.
Section 208. Vacancies
A vacancy occurring in the office of President shall be filled by the President-Elect for the unexpired portion of the term. A vacancy in any of the remaining offices, i.e. President-Elect, Vice President, Secretary or Treasurer, may be filled for the unexpired portion of the term by majority vote of the remaining Board of Directors upon recommendation of the President.
Section 209. Serve without Compensation
All Officers and Board of Director members serve without financial compensation.
ARTICLE THREE: STAFF
Section 301. Administrator
The Academy will contract for the services of an Administrator to assist the Officers and Directors of The Academy in fulfilling the goals and purposes of The Academy. The Administrator serves at the pleasure of the Board of Directors.
The duties of the Administrator shall include but are not limited to:
- Supervising and operating the office of The Academy,
- Assisting in the timely publication and distribution of The Caucus,
- Keeping the President informed of all necessary items and events necessary to the proper daily operation of The Academy,
- Assisting the Vice President on all membership matters such as printing and mailing recruitment letters, updating and producing the annual Academy Directory and database with all pertinent current member data and current Bylaws,
- Assisting the Secretary to prepare and forward adequate and timely notice of all meetings along with proposed agendas; maintenance of all minute books, the seal of The Academy, records and documents of The Academy, excluding those records relating to dues and other property, and monies of The Academy which are to be maintained by the Treasurer;
- Assisting the Treasurer to prepare and send annual dues renewal notices,
- Working with The Academy Librarian and the Vice President to assist in providing and the purchase of tapes and other CME materials to members, and ordering new tapes for the Library as requested to include obtaining DRC materials following the annual conference.
- Carrying out the obligations and responsibilities as the registered agent of The Academy as well as performing such other duties as may be assigned by the Board of Directors.
The Board of Directors shall hire and fix the compensation of any and all employees and/or contractors which they in their discretion may determine to be necessary for the conduct of the business of The Academy.
ARTICLE FOUR: DIRECTORS
Section 401. General Powers
A Board of Directors shall establish organizational policy and oversee the management of the affairs of The Academy.
Section 402. Directors Defined
The Board of Directors shall be composed of the President, President- Elect, Vice President, Secretary and Treasurer of The Academy, and eight (8) at-large elected Directors who shall be elected by the members to serve a term of two years. The elected terms of Directors shall be staggered with four (4) elected in even numbered years and four (4) elected in odd numbered years. In addition, all past presidents of The Academy and Committee Chairs, who do not hold elected posts, shall be non-voting, ex-officio members of the Board if they wish to serve.
It shall be the goal of The Academy that the makeup of the Board of Directors reflects the demographics of the membership at-large.
Section 403. Liaisons
It shall be the goal of The Academy to facilitate communication between The Academy and such other local/state/national professional dispute resolution associations such as:
- Dispute Resolution Center of the Supreme Court of Florida (DRC),
- American Bar Association (ABA) Dispute Resolution Section,
- Florida Academy of Professional Family Mediators (FAPFM),
- Alternative Dispute Resolution Committee, ABA Trial Lawyers Section,
- ADR Committee of The Florida Bar’s Trial Lawyers Section, and
- Association of Conflict Resolution
The President of The Academy shall appoint specific members of the Board who are active members in one of each of these associations to be an official liaison between such organizations. Should there not be a member of the Board from such an organization, the President shall appoint a Liaison from the membership.
The primary responsibility of the Liaisons is to keep the membership timely informed on seminars, events and activities of related organizations through regular articles in The Caucus and on the web page of The Academy.
Section 404. Duties and Responsibilities of Directors
Each Director is responsible for attending the meetings of the Board either in person or via conference call and for being the local liaison of The Academy with relevant local professional associations, such as the Trial Lawyers, ADR or Mediation Sections or Committees of their voluntary bar associations. As local liaison, Board Members are charged with sharing information of local activities/seminars/publications with the members via articles in The Caucus or on The Academy’s web page, along with spreading news of Academy activities and seminars with their local organizations.
Section 405. Executive Committee
The primary purpose of the Executive Committee is to function when the Board of Directors is not in session. The Executive Committee shall consist of the Officers to assist in conducting the affairs of The Academy. The Executive Committee shall meet at the pleasure of the President. Meetings may be conducted via conference call, Internet, or such other technologically feasible means of communication as the Board of Directors may choose. The Executive Committee generally reviews the major issues facing The Academy making preliminary decisions, to be ratified by the Board as a whole at the regular Board meeting.
The President shall be the Chair of the Executive Committee. The Committee shall fix its own rules of procedure and shall meet where and as provided by such rules or by resolution of the Committee. The Secretary of The Academy shall be the Secretary of the Executive Committee unless the Committee designates otherwise. Minutes will be kept of meetings and be shared with the Board.
Whenever at any meeting of the Executive Committee any member of the Committee expresses the judgment that any matter under consideration should be referred to the Board of Directors for consideration, it shall be so referred.
The Committee has the authority to retain such outside advisors, including legal counsel or other experts, as it deems appropriate, and to approve the fees and expenses of such advisors following a report to the Board.
The Administrator shall serve in an ex-officio capacity to the Committee. A quorum of the Executive Committee shall consist of a simple majority inclusive of the President and the President-Elect.
Section 406. Vacancies
A vacancy occurring on the Board of Directors must be filled promptly from the ranks of members in good standing for the unexpired portion of the term by majority vote of the remaining Board of Directors in a meeting specifically called for that purpose. Such appointment shall be called within sixty (60) days after the vacancy occurs.
Section 407. Absence
Should any member of the Board be absent without reason from two (two) consecutive meetings of the Board without communication to the President stating the reasons for doing so, the President shall declare the Director’s seat vacant, and the Board may forthwith proceed to fill the vacancy.
ARTICLE FIVE: MEMBERSHIP
Section 501. Classifications and Qualifications
Regular Members – Persons qualified for membership are those individuals who have completed training and have become certified in mediation by the Supreme Court of Florida. Qualified persons shall be admitted to membership upon approval by majority vote of the Board of Directors and shall retain their State certification status and continue as members so long as they pay any and all annual dues imposed upon its members. Requirements must be consistent with AOSC 11-1, or other governing Administrative Orders or regulations with a minimum of fifty percent (50%) of required CME’s satisfied by live attendance, not as a lecturer or presenter.
Diplomate Members – Diplomate status requires, in addition to all the qualifications of regular membership, the following:
- Conducted at least 150 mediations;
- Completed 25 hours of advanced mediation training, or conducted such training as an instructor; within two (2) years prior to the date of application,
- A minimum of two years of mediation experience as a Mediator certified by the Supreme Court of Florida, and
- Approval by the Diplomate Committee.
New Diplomates will be conferred annually. In order to retain the designation as a Diplomate member of The Academy, the mediator must complete 25 hours of advanced mediation training, or conduct such training as an instructor, every two years. Once a member has been accorded Diplomate status, the member may utilize the designation on a curricula vitae, announcements, letterhead and professional cards only in accordance with those Supreme Court of Florida Rules governing mediator advertising or Florida Bar Rules governing attorney advertising, if applicable.
Affiliate Members – Any individual, not qualifying as a Regular or Diplomate member as described above, who supports the purposes of The Academy and is interested in learning about mediation and alternative dispute resolution, may become an Affiliate member. Affiliate members may receive publications and attend meetings and functions of The Academy at member rates. Affiliate members are not entitled to vote at meetings or to serve as an Officer or a Director of The Academy.
Persons who have been found guilty of a felony and have not had their civil rights restored or whose professional licenses in any licensed profession are currently suspended or revoked shall not be qualified as members in any class of membership.
Section 502. Termination
Termination of Regular membership may be affected by majority vote of the Board of Directors upon determination that the member, in any classification, is no longer eligible, has been found guilty of a felony, has had any of his/her professional licenses or certifications currently revoked or suspended, has not made payment of dues or by resignation of the member.
Section 503. Dues and Fees
The Annual Membership Dues for Regular membership, for Diplomate membership and for Affiliate membership are to be determined by the Board of Directors.
A member shall be contacted and be subject to termination for failure to pay dues after forty-five (45) days of the due date established by the Board of Directors.
Section 504. Membership Year
The membership year shall be as established by the Board of Directors.
ARTICLE SIX: MEETINGS
Section 601. Conduct of meetings
Meetings shall be presided over by the President or the Vice President should the President not be present.
Section 602. Meetings
Board of Directors – Meetings of the Board of Directors shall be held a minimum of twice a year. Given the geographic demographics that The Academy requires, all but two meetings may be held by conference call or Internet. The Board shall meet in person twice a year, once in conjunction with the Annual Meeting of Members and again in conjunction with The Academy’s Annual Advanced Training Seminar, unless otherwise agreed to by a majority vote of the Board of Directors.
Any meeting of the Board of Directors, other than the annual meeting, may be held by conference telephone, video screen communication, or other communications equipment. Participation in a meeting under this section shall constitute personal presence if each member participating in the meeting can communicate concurrently with all other members; each member has the capacity to propose or object to specific action to be taken by the Corporation; and it can be verified that the persons participating in the meeting via telecommunications equipment are members entitled to participate in the meeting and that the actions of or votes by the members so participating are taken or cast only by the member. Under an approved absence, a Director may designate one other member of the Board to represent him or her by proxy upon specific authorization by the President. A Board member may not utilize a proxy more that twice in a given calendar year. A proxy vote may not be utilized to constitute a quorum.
Special Meetings – Special meetings of the Executive Committee, Board of Directors or membership may be called by the President or by resolution of the Board of Directors. Special Meetings may be conducted via conference call, the Internet, or such other technologically feasible means of communication as the Board of Directors may choose.
Section 603. Notice of Meetings
Notice of the time and place of regular or special meetings of the Board of Directors, or of the membership, shall be provided to the general membership in writing at least seven (7) days in advance of the meetings by regular mail, by fax or the Internet.
Section 604. Waiver of Notice
Any Director or member waives notice of a meeting by:
- Attending the meeting, unless attendance is for the purpose of protesting transaction of business due to the illegality of the meeting; or
- Signing a written waiver of notice, either before or after the time of the meeting.
Section 605. Quorum
Directors. Attendance of a majority of the Board of Directors, in person, by the Internet, by telephone or other Board approved electronic communication devices, at a Director’s meeting, shall constitute a quorum for transaction of any business of the Board of Directors, but if one or more vacancies exist on the Board of Directors, the attendance of a majority of the remaining Directors shall constitute a quorum for the transaction of any business of the Board of Directors. If less than a quorum is in attendance at the time for which the meeting has been called, the meeting may be adjourned by a majority vote of those present without any notice other than by announcement at the meeting, until a quorum is in attendance.
Members. Regular meetings of the membership shall be held a minimum of once each year at times established by the Board of Directors. Attendance of the membership at a regular or special meeting of the membership, either in person or technologically, shall constitute a quorum for the transaction of any business of the membership. If less than a quorum be in attendance at the time for which the meeting has been called, the meeting may be adjourned by a majority vote of those present without any notice other than by announcement at the meeting, until a quorum is in attendance.
Section 606. Voting
Members are entitled to cast one vote on matters brought before the membership body. Members unable to attend a meeting may vote by proxy; however, a proxy vote may not be used to constitute a quorum. Provided a quorum exists, the vote of a majority of those persons present and entitled to vote shall be the act of the membership. All elections shall be held and all questions shall be decided by a majority of the votes cast at a duly constituted meeting as prescribed under these Bylaws, except as otherwise provided by law.
A vote by ballot may be taken upon any matter, and/or a vote shall be taken upon the request of member present. The proxies and ballots shall be received and be taken in charge, and all questions touching upon the qualifications of voters and the validity of proxies, and the acceptance or rejection of voters shall be decided by tellers. Three (3) tellers shall be appointed by the President.
Section 607. Conduct of Meeting
Each meeting of the Directors or membership shall be presided over by the President and in the President’s absence by the President-Elect or in the absence of the President-Elect by the Vice President.
Section 608. Rules of Order
The Rules of Order contained in Roberts’ Rules of Order (latest edition) shall govern The Academy in all cases to which they are applicable, and in which they are not inconsistent with the Bylaws or the special rules of order of The Academy.
ARTICLE SEVEN: ELECTION OF OFFICERS AND DIRECTORS
Section 701. Nominating Committee
The Nominating Committee, Chaired by the President-Elect, and consisting of the Vice President, Immediate Past President and an appointee of the current President, will submit a slate of candidates for the position of Officers and Directors to the Board for review and dissemination to the membership..
The President-Elect, as Chair of the Nominating Committee, shall solicit from the membership nominations for all Officers and Directors up for election or re-election, by March 15th of each year. Those seeking to run for office shall be certified mediators, certified by the Supreme Court of Florida. Members desiring to run for office shall contact the Chair of the Nominating Committee by mail, fax or e-mail, of their intention to seek office by April 30th of that year. In the case of a member desiring to run for a Director’s seat, he/she shall designate the seat of interest. The Nominating Committee shall meet no later than May 15th of each year and prepare a slate of nominees for each position from the list or members in good standing desiring to run. The slate then is presented to the Board of Directors for review and approval at the Board’s June meeting. Once approved by the Board of Directors, this slate shall be distributed to the membership no later than the end of June of each year.
Section 702: Elections
A Ballot consisting of all official candidates shall be provided to the membership by the last day of June of each year. Provision shall be made for write-in candidates. Ballots with both the member’s name and signature shall be returned to the Administrator by July 20th. Ballots will be transmitted electronically to the member’s latest address on record unless the member requests delivery by fax or U S Postal Service mail delivery.
The nominees for Directors and all Officers, except the President-Elect, receiving the highest number of votes shall be deemed to be elected. In the event of a tie in the number of votes received by those nominees, there shall be a runoff ballot, and the nominee then receiving the highest number of votes shall be deemed elected. The nominee receiving the majority of votes cast for President-Elect shall be deemed elected. If no nominee receives a majority of the votes cast, the two nominees receiving the highest number of votes cast for President-Elect shall be placed on a runoff ballot, and the nominee then receiving a majority of the votes cast shall be deemed to be elected as President-Elect.
The winners shall be promptly notified by the President and Nominating Committee Chair with installation to take place at the Annual Meeting held in conjunction with the DRC Convention or no later than the end of August.
ARTICLE EIGHT: STANDING COMMITTEES AND LIAISONS
Section 801. Standing Committees
The Academy shall have the following standing committees to which the President appoints members. All Standing Committees shall be chaired by members of the Board of Directors:
- Academy Development
- Mediation Advocacy
- Administration and Finance
- Professional Development
- Business Development
- Resource Development
- Technology and Website
- Goals and Strategies
In addition to the above Committees, there is otherwise provided for by these Bylaws, the Nominations and Bylaws committees. The chair of the Diplomate Committee must have attained Diplomate status. Appointments to the Diplomate Committee must be conferred Diplomates. The President may appoint such other committees as may be deemed necessary, with the approval of the Board of Directors.
ARTICLE NINE: INDEMNIFICATION
Section 901. Action Because of Corporate Position
The Academy shall indemnity any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of The Academy) by reason of the fact that he/she is or was a Director, , employee, or agent of The Academy, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonable incurred by him in connection with such claim, action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of The Academy, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct unlawful. The termination of any claim, action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of The Academy, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 902. Action by or in the Right of The Academy
The Academy shall indemnity any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed claim, action, or suit by or in the right of The Academy to procure a judgment in its favor by reason of the fact that he/she is or was a Director, , employee, or agent of The Academy against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such claim, action, or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of The Academy, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to The Academy unless and only to the extent that the court in which such claim, action, or suit was brought or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
Section 903. Reimbursement if Successful
To the extent that a Director, , employee, or agent of The Academy has been successful on the merits or otherwise in defense of any claim, action, suit, or proceeding referred to in sections 901 and 902 above, or in defense of any claims, issue, or matter therein, he/she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection therewith, not otherwise indemnified by insurance, notwithstanding that he has not been successful (on the merits or otherwise) on any other claim, issue, or matter in any such claim, action, suit, or proceeding.
Section 904. Advance Reimbursement
Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by The Academy in advance of the final disposition of such action, suit, or proceeding as authorized by the Board of Directors.
Any payments made to an that is disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such to the full extent of such disallowance. It shall be the duty of the Treasurer to enforce payment of such disallowed amount.
Section 905. Indemnification Not Exclusive
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute, rule of law, provision of certificate of organization, by law, agreement, vote of members or disinterested Directors, or otherwise, both as to action in his official capacity and as to act in another capacity, while holding such office, and shall continue as to a person who has ceased to be a Director, , employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. Where such other provision provides broader rights of indemnification than these Bylaws, said other provision shall control.
Section 906. Insurance
The Academy shall purchase and maintain insurance on The Academy against any liability asserted against and incurred by a Director, employee or agent of The Academy in any such capacity, or arising out of his/her status as such, whether or not The Academy would have the power to indemnity him or her against such liability under the provisions of this Article.
Section 907. Management of Funds
Annual Budget. The Board of Directors shall approve the annual budget of The Academy during the first quarter of each calendar year upon recommendation of the President. A financial statement shall be prepared at the end of the year, to be reviewed by the Budget Committee.
Bank Accounts. Officers of The Academy shall be designated by the Board to have authority to deposit any funds of The Academy in such banks or trust companies as shall be designated by the Board. Two signatures, the President and an, are required of any withdrawal. Each bank or trust company with which funds of The Academy are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money when drawn, made or signed by Officers, or agents so designated by the Board until written notice of the revocation of the authority of such Officers or agents by the Board shall have been received by such bank or trust company. There shall be certified to the bank or trust companies in which funds of The Academy are deposited, the signature of the Officers or agents of The Academy so authorized to draw against the same. In the event that the Board of Trustees shall fail to designate the person by whom such checks, drafts and other instruments or orders for the payment of money shall be signed as provided in this Section, all such checks, drafts and other instruments or orders for the payment of money, shall be signed by the President and countersigned by another Treasurer shall keep accurate records of any disbursements, income, and bank account information.
Section 908. Dissolution
The Academy may be dissolved with previous notice (60 calendar days) and a two-thirds vote of those present at the meeting.
ARTICLE TEN: AMENDMENTS
Section 1001. Amendments
These Bylaws may be amended from time-to-time by a two-thirds (2/3) majority vote of the Board of Directors at any regular or special meeting. Notice may be given by postal mail, e-mail, or fax. Proposed amendments are to be presented to the Board of Directors at least sixty (60) days in advance of a regularly scheduled meeting.
ARTICLE ELEVEN: CONFLICT OF INTEREST
Section 1101. Purpose
The purpose of the conflict of interest policy is to protect The Academy’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer, Director, employee or contractor of The Academy or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and organizations. It shall be deemed a conflict of interest for a spouse, relative or significant other to serve on as an Officer or member of the Board of Directors.
Section 1102. Financial Interest Definitions
Interested Person. Any Director, Officer, or member of a committee with Board of Directors delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which The Academy has a transaction or arrangement;
- A compensation arrangement with The Academy or with any entity or individual with which The Academy has a transaction or arrangement; or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which The Academy is negotiating a
transaction or arrangement. “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 1103(2), a person who has a financial interest may have a conflict of interest only if the appropriate Board of Directors or committee decides that a conflict of interest exists.
Section 1103. Procedures
Duty To Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the members of the Board of Directors and members of committees with Board of Directors-delegated powers who are considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board of Directors or committee meeting while the determination of a
conflict of interest is discussed and voted upon. The remaining Board members or committee members shall decide whether a conflict of interest exists.
Procedures for Addressing Conflict of Interest.
- An interested person may make a presentation at the Board of Directors or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The Chairperson of the Board of Directors or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the Board of Directors or committee shall determine whether The Academy can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in The Academy’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
1104 Violations of the Conflict of Interest Policy
If the Board of Directors or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Directors or committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 1105. Records of Proceedings
The minutes of the Board of Directors and all committees with Board delegated powers shall contain:
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was present; and the Board of Directors’ or committee’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of the discussion; including any alternatives to the proposed transaction or arrangement; and a record of any votes taken in connection with the proceedings.
Section 1106. Annual Statements
Each Director and member of a committee with Board of Directors-delegated powers shall annually sign a statement which affirms that such person:
- has received a copy of the conflict of interest policy;
- has read and understood the policy;
- has agreed to comply with the policy; and
- understands that The Academy is not-for-profit organization and that in order to maintain its federal tax exempt status it must engage primarily in activities which accomplish one or more of its tax exempt purposes.
Section 1107. Periodic Reviews
To ensure that The Academy operates in a manner consistent with its stated purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, are based on competent survey information, and are the result of arm’s length bargaining.
- Whether partnerships, joint ventures, and arrangements with other organizations conform to The Academy’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further Academy purposes, and do not result in inurement, impermissible private benefit, or an excess benefit transaction.
- An annual independent financial review by a certified public accountant (CPA).
Section 1108. Use of Outside Experts
When conducting the periodic reviews as provided for in Section 1106, The Academy may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the Board of Directors of its responsibility for ensuring that periodic reviews are conducted.
ADOPTED BY THE BOARD OF DIRECTORS
July , 2013
- Vice President
MEMBERS OF THE BOARD OF DIRECTORS APPROVING