NORTHERN INDIANA ATHEISTS BYLAWS
UPDATED 01/09/2020
ARTICLE I. NAME OF ORGANIZATION
The name of the corporation is NORTHERN INDIANA ATHEISTS
ARTICLE II. CORPORATE PURPOSE
Section 1. Nonprofit Purpose
This corporation is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2. Specific Purpose
Northern Indiana Atheists serves Northern Indiana through activism, community service, providing educational resources, and through socializing. Northern Indiana Atheists strives to promote atheist viewpoints, to encourage positive atheist culture, to defend the first amendment principle of church-state separation, to oppose discrimination against atheists, and to work with other organizations in pursuit of common goals. Northern Indiana Atheists strives to not only serve the atheist community, but also organize the atheist community to serve others.
ARTICLE III. MEMBERSHIP
Section 1. Eligibility for Membership
(a) Membership in this organization is open to all atheists and allies who support the expressed purpose of NIA. Membership is contingent upon agreeing to and abiding by the NIA Anti-Harassment Policy.
(b) The membership terms of current members will remain in force until their membership expires or is terminated for cause.
(c) General membership meetings may be held throughout the year as determined by the Board of Directors.
Section 2. Annual Dues
The amount required for annual dues shall be determined by the Board of Directors. Continued membership is contingent upon being up-to-date on membership dues.
Section 3. Resignation and Termination
Any member may resign by filing a written resignation with the Administrator. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the Board.
Section 4. Non-voting Membership
The board shall have the authority to establish and define non-voting categories of membership.
ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Regular Meetings
Regular meetings of the members shall be held on occasion, at a time and place designated by the Board of Directors or an appointed volunteer.
Section 2. Special Meetings
Special meetings may be called by the chair, the Executive Committee, or a simple majority of the board of directors.
Section 3. Notice of Meetings
Notice of each meeting shall be given to each voting member electronically not less than two weeks prior to the meeting.
Section 4. Voting
Any issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than four (4) nor more than fifteen (15) including the following officers: President, Vice-President, Administrator, and Treasurer.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. Directors must be approved by a majority vote of the Board Members. No vote on new members of the Board of Directors shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.
Each member of the Board of Directors shall be a member of the Corporation whose membership dues are paid in full.
Each member of the Board of Directors shall attend at least 50% of all monthly meetings of the Board per year.
Each member of the Board of Directors shall contribute at least fifty cash dollars ($50) to the organization annually, all or part of which may come from the tax deductible value paid for or solicited by the Board member, and received by the Corporation. Provided, however, that the $50 cash requirement for any member who joins after the beginning of the fiscal year for his or her initial one-year term shall be prorated accordingly.
Section 3. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day in the fourth quarter of each calendar year and at a location designated by the Board of Directors. The Board of Directors may provide by resolution the time and place, for the holding of other regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date. Meetings may be held in person or electronically.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, electronic methods, or by written notice. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such 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. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.
Section 6. Quorum
The presence of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact any business requiring a vote. If less than a majority are present, they may adjourn and move the meeting to a specified later date. Any actions of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be considered the act of the full Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Section 7. Forfeiture
Any member of the Board of Directors who fails to fulfill any of their requirements as set forth in Section 2 of this Article by September 1st may forfeit their seat on the Board. The Administrator shall notify the Director in writing that their seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these bylaws.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 9. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 10. Informal Action by Directors
Votes and actions may also be conducted outside of Board Meetings, if at least ⅔ of all Board Members are present for the vote or action. Any vote that happens outside of a meeting must be documented and added to the next board meeting agenda for official documentation.
Section 11. Confidentiality
Directors shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes, or can reasonably be expected to benefit the Corporation. Directors shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.
Section 12. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings may be determined by the President by reference to Robert’s Rules of Order.
Section 13. Removal
Any member of the Board of Directors may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors, including removal for failure to meet the minimum requirements in section 2 and 7, if in their judgment the best interest of the organization would be served thereby. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office. A Board Member may also be temporarily removed from the board if allegations are made which require investigation. After the investigation is complete the board shall vote on their permanent removal or reinstatement.
ARTICLE VI. OFFICERS
The officers of this Board shall be the President, Vice-President, Administrator, and Treasurer. All officers must have the status of active members of the Board of Directors.
Section 1. President
The President shall preside at all meetings of the membership. The President shall have the following duties:
a. They shall preside, or appoint a Board Member to preside, at all meetings of the Executive Committee.
b. They shall have general and active management of the business of this Board of Directors.
c. They shall see that all orders and resolutions of the Board of Directors are brought to the Board of Directors.
d. They shall have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.
e. They shall submit a report of the operations of the program for the fiscal year to the Board of Directors and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
f. They shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.
Section 2. Vice-President
The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-President’s duties are:
a. They shall have the duty of chairing their perspective committee and such other duties as may, from time to time, be determined by the Board of Directors.
Section 3. Administrator
The Administrator shall attend all meetings of the Board of Directors, or assign someone else who will act as a clerk thereof. The Administrator’s duties shall consist of:
a. They shall record all votes and minutes of all proceedings. They in concert with the President shall make the arrangements for all meetings of the Board of Directors, including the annual meeting of the organization.
b. They shall send notices of all meetings to the members of the Board of Directors and shall take reservations for the meetings.
c. They shall perform all official correspondence from the Board of Directors as may be prescribed by the Board or the President.
Section 4. Treasurer
The Treasures duties shall be:
a. They shall submit for the Board approval of all expenditures of funds raised by the Board of Directors, proposed capital expenditures (equipment and furniture) , by the staff of the agency.
b. They shall present a complete and accurate report of the finances raised by the Northern Indiana Atheists at each meeting of the members, or at any other time upon request to the Board.
c. They shall have the right of inspection of the funds resting with Northern Indiana Atheists including budgets and subsequent audit reports.
d. It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
e. They shall perform such other duties as may be prescribed by the Board of Directors or the President under whose supervision they shall be.
Section 5. Election of Officers
Officer elections shall be held annually in the fourth quarter of each year at the annual meeting of the Board of Directors. At least thirty (30) days prior to the annual meeting the board of directors shall send out an electronic announcement to all current members letting them know that nominations are being accepted for officer positions. Any board member may nominate themselves for any officer position. At the annual meeting, the Board of Directors will vote for each Officer with a simple majority needed to decide each vote. In the case of a tie, a run-off vote will be cast, and in the event of another tie the current President will cast the tie breaking vote. Those officers elected shall serve a term of one (1) year starting January 1st of the following year.
Section 6. Vacancies
The Board of Directors shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Board of Directors at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.
ARTICLE VII. COMMITTEES
Section 1. Committee Formation
The board may create committees as needed, such as fundraising, volunteerism, advocacy, etc. The board chair appoints all committee chairs.
Section 2. Finance Committee
The Treasurer is the chair of the Finance Committee. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board of Directors. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.
ARTICLE VIII. – Conflict of Interest and Compensation
Section 1: Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization 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 charitable organizations.
Section 2: Definitions
a. Interested PersonAny director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial InterestA 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 Organization has a transaction or arrangement,
A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization 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 Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Procedures
a. 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 directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
b. 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, they shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest
An interested person may make a presentation at the governing board or committee meeting, but after the presentation, they 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 governing board 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 governing board or committee shall determine whether the Organization 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 governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’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.
d. Violations of the Conflicts of Interest Policy
If the governing board 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 governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a. 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 governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. 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 5. Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6. Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable 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:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 8. Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE IX. INDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of the District of Columbia, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE X. BOOKS AND RECORDS
The corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors. Records may be physical or electronic.
ARTICLE XI. AMENDMENTS
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director personally or electronically at least five days in advance of such a meeting. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.
Section 2. Bylaws
The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written or electronic notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.
Section 3. Dissolution of Assets
In the event the organization ceases to exist any remaining assets shall be conveyed to a similar non-profit organization qualifying for tax exempt status under Section 501(c)(3) of the Internal
Revenue Code, as amended, or as they may hereafter be amended.