ARTICLE I – GENERAL
Section 1.1. Name. The name of the Association is the ICSO Human Resource Association, Inc. (the “Association”).
Section 1.2. Fiscal Year. The fiscal year of the Association shall begin on the first day of January and end on the last day of the following December.
ARTICLE II – MEMBERSSection 2.1. Qualifications. There shall be three classes of membership in the Association: Regular Member, Associate Member and Trade Member. Qualifications for membership shall be governed by the provisions of the Articles of Incorporation of the Association and the Bylaws.
Section 2.2. Entrance Procedure. Any organization desiring membership in the Association shall submit an application in such manner and form, and accompanied by any required fee, as shall have been adopted by the Board of Directors.
Section 2.3. Dues: Termination of Membership. The annual dues and method of payment shall be determined by the Board of Directors. A member who fails to pay its dues within 60 days following their due date will not be considered to be in good standing and will not be entitled to the rights and privileges of membership. Any such member may be terminated as a member 30 days after notice is sent to the member explaining the reason for termination and providing the member an opportunity to pay the amounts due or, in the alternative, providing the member the opportunity to meet with the Board of Directors to explain the failure to pay. Any member who has been terminated for non-payment of dues may be reinstated at the discretion of the Board of Directors upon payment of such amounts as may be determined by the Board.
Section 2.4. Revocation of Membership. The Board of Directors may revoke the membership of any member if the Board determines that the revocation is in the best interest of the Association. Not less than 30 days prior to the meeting at which the Board of Directors is to consider revocation of such membership, the Board shall cause written notice of the proposed revocation, including an explanation of the reason for the proposed revocation, to be transmitted by first-class mail to the affected member. The member shall be offered the opportunity to meet with the Board of Directors to discuss the proposed revocation. Should the Board decide to revoke the member’s membership at the meeting, such revocation shall not take place until five days after the date of the Board meeting.
ARTICLE III – MEETINGS OF MEMBERSSection 3.1. Annual Meeting. The annual meeting of the members of the Association shall be held at such date, time and place, within or without the State of Indiana, as shall be designated by the Board of Directors.
Section 3.2. Special Meetings. Special meetings of the members of the Association may be called at any time by the Chairman of the Board of Directors or by a majority of the Board of Directors itself, and shall be called by the Board of Directors if the Secretary-Treasurer receives written, dated, and signed demands for a special meeting, describing the purpose for which it is to be held, from not less than one-third of the Regular Members. The Board of Directors shall set the date, time, and place of such meeting, which may be held within or without the State of Indiana.
Section 3.3. Notices. A written notice stating the date, time, and place of any meeting of the members shall be delivered (mailed or sent, including by electronic means) by the Executive Director of the Association to each Regular Member of the Association. Such notice shall be delivered (a) in the case of a special meeting, not less than 30 nor more than 60 days before the date of the meeting, (b) in the case of an annual meeting, not less than 30 nor more than 70 days before the date of the meeting, or (c) in either such case, as otherwise permitted by the Act. Notice may be contained in an official publication of the Association. In the case of a special meeting, such notice shall include a description of the purposes of, and the matters to be considered at, such meeting.
A Regular Member may at any time waive notice of a meeting if the waiver is in writing and is signed and delivered to the Association for inclusion in the minutes or for filing with the Association’s records. Attendance at a meeting (a) waives objection to lack of notice or defective notice of the meeting, unless the Regular Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the Regular Member objects to considering the matter when it is presented.
If any meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment, unless a new record date is or must be established for the adjourned meeting.
Section 3.4. Action Without Meeting: Ballot. Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if the Association delivers (mailed or sent, including by electronic means) a ballot to every Regular Member describing each proposed action to be taken at the meeting and providing an opportunity to vote for or against each proposed action. The ballot must (i) indicate the number of responses needed to meet the quorum requirements for a meeting of members, (ii) state the percentage of votes in favor necessary to approve each matter, and (iii) specify the time by which the ballot must be received by the Association in order to be counted. Approval by ballot is valid only when (i) the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting of the members, and (ii) the number of votes in favor of each matter equals or exceeds the number of votes that would have been required to approve the matter at a meeting of the members at which the total number of votes cast was the same as the number of votes cast by ballot. The ballot must be signed by an authorized representative of the Regular Member.
Section 3.5. Quorum. Unless the Association’s Articles of Incorporation or the Act provide otherwise, at all meetings of members, one third of Regular Members represented in person constitute a quorum. Action may be taken at a members’ meeting only on matters with respect to which such a quorum exists, except that any meeting of members, including annual and special meetings and any adjournments thereof, may be adjourned to a later date although less than a quorum is present. Unless at least a majority of the Regular Members are present in person at a meeting, the only matters that may be voted upon are those matters that are described in the meeting notice. Regular Members cannot be represented by proxy.
Section 3.6. Vote Required to Take Action. If a quorum exists as to a matter to be considered at a meeting of members, action on such matter is approved if the votes properly cast favoring the action exceed the votes properly cast opposing the action, unless the Association’s Articles of Incorporation, the Bylaws, or the Act require a greater number of affirmative votes. Notwithstanding the foregoing, however, the Vice Chairman, the Secretary-Treasurer, and the Directors at Large shall be elected by a plurality of the votes properly cast. Votes cannot be cast by proxy.
Section 3.7. Record Date. For purposes of determining the Regular Members entitled to notice of a meeting, or entitled to demand a special meeting, to vote, or to take any other action, the Board of Directors shall determine a record date, which date may not be earlier than the date 70 days immediately preceding the meeting unless otherwise permitted by the Act. In the absence of such determination, the record date shall be the business day immediately preceding the date on which notice is given of such meeting. Unless otherwise provided by the Board of Directors, Regular Members shall be determined at the close of business on the record date.
ARTICLE IV – DIRECTORSSection 4.1. Number and Term; Authority. The business of the Association shall be managed by a Board of Directors consisting of no more than 8 Directors. The Board of Directors shall consist of the following:
(a) Directors at Large. There shall be no more than five Directors at Large. The initial terms of any Directors, or an added by expansion of the board, shall be set to expire as required to provide for staggering the terms of Directors at Large to the fullest extent allowed by the Act. Except as provided above, only one class shall be elected at any annual meeting of members, and the term of each class so elected shall be three years.
(b) Officer Directors. The Chairman of the Board and the Vice Chairman of the Board shall serve as Directors during the terms of their respective offices. The term of the office of Chairman and Vice Chairman shall be one year.
(c) Immediate Past Chairman. The most Immediate Past Chairman shall serve as a Director for a one year term commencing immediately following the end of the term as Chairman.
Section 4.2. Qualifications/Active Executive Officer. All of the Directors shall be active executive or management staff of a Regular Member. The Board of Directors shall have the authority to determine whether a person is an active executive or management staff person. A Director who terminates employment with a Regular Member may complete his/her then current term (but may not be re-elected unless otherwise eligible).
Section 4.3. Quorum and Vote Required to Take Action. At least a majority of the Directors shall be necessary to constitute a quorum for the transaction of any business, except the filling of vacancies. If a quorum is present when a vote is taken, the affirmative vote of a majority of all existing Directors shall be required as an act of the Board of Directors, unless the act of a greater number is required by the Act, the Articles of Incorporation, or the Bylaws.
Section 4.4. Regular Meetings. The annual meeting of the Board of Directors shall take place immediately following the annual meeting of members at which new Directors are elected or appointed. At such meeting, the Board shall determine a schedule of regular meetings for the following year which shall be held at such dates, times, and places, within or without the State of Indiana, as shall be designated by the Board.
Section 4.5. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or a majority of the members of the Board, upon not less than 24 hours’ notice given to each Director of the date, time, and place of the meeting, which notice is not required to specify the purpose or purposes of the special meeting. Such notice may be communicated in person (either in writing or orally), by telephone, telegraph, teletype or other form of communication or by mail, and shall be effective at the earlier of the time of its receipt or, if mailed, five days after its mailing.
Section 4.6. Waiver of Notice. Notice of any meeting of the Board of Directors may be waived in writing at any time if the waiver is signed by the Director entitled to the notice and is filed with the minutes or corporate records. A Director’s attendance at or participation in a meeting waives any required notice to the Director of the meeting, unless the Director at the beginning of the meeting (or promptly upon the Director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Section 4.7. Written Consents. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents describing the action taken, signed by each Director, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Section is effective when the last Director signs the consent, unless the consent specifies a different prior or subsequent effective date, in which case the action is effective on or as of the specified date. A consent signed under this Section has the effect of a meeting vote and may be described as such in any document.
Section 4.8. Participation by Conference Telephone. The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or through the use of, any means of communication, such as conference telephone or by other electronic means, by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by such means shall be deemed to be present in person at the meeting.
ARTICLE V – COMMITTEESSection 5.1. General.
(a) The Board of Directors or the Chairman of the Board may create one or more committees to assist the Board in carrying out its duties. The Chairman of the Board shall appoint the chairman of each committee and in consultation with each committee chairman, shall appoint the members of each committee, unless otherwise specified in these bylaws. In order to exercise the authority of the Board of Directors, a committee must have at least two Directors and its creation and appointment of members must be approved by the Board.
(b) Any committee of the Association has and may exercise only the powers given to it by the Board of Directors, the Bylaws, and the Act. Except to the extent inconsistent with the resolutions creating a committee, the provisions of Article IV, which govern meetings, actions without meetings, notices and waivers of notice, quorum and voting requirements, and telephone participation in meetings of the Board of Directors, shall apply to any committee and its members.
ARTICLE VI – OFFICERSSection 6.1. General. The manner of designation and selection of officers, the term of office, the qualifications, and the method of removal and filling vacancies shall be governed by the provisions of Article VI of the Restated Articles of Incorporation and this Article VI of the Bylaws. The Chairman of the Board and the Vice Chairman shall be active executive or management staff of a Regular Member.
Section 6.2. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors. The Chairman shall be the principal volunteer spokesperson for the Association. The Chairman shall be an ex-officio member of any committee of the Association. The Chairman shall have and may exercise all of the powers and duties as are incident to the office or may from time to time be delegated by the Board of Directors.
Section 6.3. Vice Chairman. In the absence of the Chairman, the Vice-Chairman shall preside at all meetings of the Board of Directors. The Vice Chairman shall assist the Chairman as the Chairman may direct and shall perform such additional duties as may be delegated by the Board of Directors.
Section 6.4. Secretary-Treasurer. The Secretary-Treasurer shall oversee the financial affairs of the Association in cooperation with the Chairman of the Board and the Executive Director. The Secretary-Treasurer shall have responsibility for the minutes of the meetings of the Board of Directors and the members of the Association. The Secretary-Treasurer shall monitor all financial reports and shall make reports on such matters at each meeting of the Board of Directors and shall perform all such further duties as shall be delegated by the Board of Directors.
Section 6.5. Executive Director. The Executive Director shall be the chief staff executive of the Association and shall have general charge of, and authority over, the business and affairs of the Association. The Executive Director shall be directly responsible for carrying out the goals, policies, programs and objectives determined by the Board of Directors and shall perform all duties delegated by the Board and as set forth in any job description authorized by the Board. The Executive Director shall be elected by the Board, shall hold office at the pleasure of the Board, but shall report to the Chairman of the Board.
Section 6.6. Other Officers. The Board of Directors may elect one or more additional assistant executive directors or officers as it may deem necessary or advisable. Such additional assistant executive directors officers shall have such duties as are assigned to them by the Board and shall hold office at the pleasure of the Board.
ARTICLE VII – INDEMNIFICATIONSection 7.1. General. To the extent not inconsistent with applicable law, all Eligible Persons shall be indemnified by the Association against all Liability and reasonable Expense that may be incurred by them in connection with or resulting from any Claim:
(a) if such Eligible Persons are Wholly Successful with respect to the Claim, or
(b) if not Wholly Successful, then if such Eligible Persons are determined, as provided in either Section 11.3(a) or 11.3(b) of this Article XI, to have:
1. conducted themselves in good faith; and
2. reasonably believed:
(i) in the case of conduct in their official capacity with the Association, that their conduct was in its best interest; and
(ii) in all other cases, that their conduct was at least not opposed to the best interest of the Association; and
3. in the case of any criminal proceeding, either:
(i) had reasonable cause to believe their conduct was lawful; or
(ii) had no reasonable cause to believe their conduct was unlawful.
The termination of any Claim, by judgment, order, settlement (whether with or without court approval), or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that an Eligible Person did not meet the standards of conduct set forth in clause (b) of this Section 11.1. The actions of Eligible Persons with respect to an employee benefit plan subject to the Employee Retirement Income Security Act of 1974 shall be deemed to have been taken in what the Eligible Persons reasonably believed to be the best interest of the Association or at least not opposed to its best interest if the Eligible Persons reasonably believed they were acting in conformity with the requirements of such Act or they reasonably believed their actions to be in the best interest of the participants in or beneficiaries of the plan.
Section 7.2. Definitions.
(a) The term “Claim” as used in this Article XI shall include every pending, threatened, or completed claim, action, suit, or proceeding and all appeals thereof (whether brought by or in the right of this Association or any other corporation or otherwise), whether civil, criminal, administrative, or investigative, formal or informal, in which Eligible Persons may become involved, as parties or otherwise: (i) by reason of their being or having been Eligible Persons, or (ii) by reason of any actions taken or not taken by them in their capacities as Eligible Persons, whether or not they continued in such capacities at the time a Liability or Expense shall have been incurred in connection with a Claim.
(b) The term “Eligible Person” as used in this Article XI shall mean every person (and the estate, heirs, and personal representatives of such person) who is or was a Director, member of the Advisory Council, officer, employee, or agent of the Association, or is or was serving at the request of the Association as a Director, officer, employee, agent, or fiduciary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other organization or entity, whether for profit or not. Eligible Persons shall also be considered to have been serving an employee benefit plan at the request of the Association if their duties to the Association also imposed duties on them, or otherwise involved services by them, to the plan or to participants in or beneficiaries of the plan.
(c) The terms “Liability” and “Expense” as used in this Article XI shall include, but shall not be limited to, attorney’s fees and disbursements and amounts of judgments, fines, or penalties against (including excise taxes assessed with respect to an employee benefit plan), and amounts paid in settlement by or on behalf of, an Eligible Person.
(d) The term “Wholly Successful” as used in this Article XI shall mean (i) termination of any Claim against the Eligible Person in question without any finding of liability or guilt against the Eligible Person, (ii) approval by a court, with knowledge of the indemnity herein provided, of a settlement of any Claim, or (iii) the expiration of a reasonable period of time after the making or threatened making of any Claim without the institution of the same, without any payment or promise made to induce a settlement.
Section 7.3. Procedure.
(a) Every Eligible Person claiming indemnification hereunder (other than one who has been Wholly Successful with respect to any Claim) shall be entitled to indemnification if it is determined, as provided in this Section 11.3(a), that such Eligible Person has met the standards of conduct set forth in clause (b) of Section 11.1 of this Article XI. The determination whether an Eligible Person has met the required standards of conduct shall be made (i) by the Board of Directors by majority vote of a quorum consisting of Directors not at the time parties to the Claim, and if such a quorum cannot be obtained, then (ii) by majority vote of a committee duly designated by the Board of Directors (in which designation Directors who are parties to the Claim may participate) consisting solely of two or more Directors not at the time parties to the Claim, and if such a committee cannot be constituted, then (iii) by the Regular Members (but memberships voted under the control of a Director who is at the time a party to the Claim may not be voted on the determination), and if there are no Regular Members who are entitled to vote pursuant to the requirements of paragraph (iii), then (iv) by special legal counsel (which may be the Association’s regular legal counsel) selected by a majority vote of the full Board of Directors (in which selection a Director who is a party to the Claim may participate). If an Eligible Person is found to be entitled to indemnification pursuant to the preceding sentence, the reasonableness of the Eligible Person’s Expenses shall be determined by the procedure set forth in the preceding sentence, except that if such determination is by special legal counsel, the reasonableness of the Expenses shall be determined by a majority vote of the full Board of Directors (in which determination a Director who is a party to the Claim may participate).
(b) If an Eligible Person claiming indemnification pursuant to Section 11.3(a) of this Article XI is found not to be entitled thereto, the Eligible Person may apply for indemnification with respect to a Claim to a court of competent jurisdiction, including a court in which the Claim is pending against the Eligible Person. On receipt of an application, the court, after giving notice to the Association and giving the Association ample opportunity to present to the court any information or evidence relating to the claim for indemnification that the Association deems appropriate, may order indemnification if it determines that the Eligible Person is entitled to indemnification with respect to the Claim because such Eligible Person met the standards of conduct set forth in clause (b) of Section 11.1 of this Article XI. If the court determines that the Eligible Person is entitled to indemnification, the court shall also determine the reasonableness of the Eligible Person’s Expenses.
Section 7.4. Nonexclusive Rights. The right of indemnification provided in this Article XI shall be in addition to any rights to which any Eligible Persons may otherwise be entitled. Irrespective of the provisions of this Article XI, the Board of Directors may, at any time and from time to time, (a) approve indemnification of any Eligible Persons to the full extent permitted by the provisions of applicable law at the time in effect, whether on account of past or future transactions, and (b) authorize the Association to purchase and maintain insurance on behalf of any Eligible Persons against any Liability asserted against them and incurred by them in any such capacities, or arising out of their status as such, whether or not the Association would have the power to indemnify them against such Liability.
Section 7.5. Expenses. Expenses incurred by Eligible Persons with respect to any Claims shall be advanced by the Association (by action of the Board of Directors, whether or not a disinterested quorum exists) prior to the final dispositions thereof if:
(a) the Eligible Persons furnish the Association written affirmations of their good faith belief that they have met the standards of conduct specified in Section 11.1(b) of this Article XI;
(b) the Eligible Persons furnish the Association written undertakings, executed personally or on the Eligible Persons’ behalf, to repay the advances if it is ultimately determined that the Eligible Person did not meet the standards of conduct specified in Section 11.1(b) of this Article XI and
(c) the Board of Directors makes a determination that the facts then known would not preclude indemnification of the Eligible Persons.
Section 7.6. Contract. The provisions of this Article XI shall be deemed to be a contract between the Association and each Eligible Person, and an Eligible Person’s rights hereunder with respect to a Claim shall not be diminished or otherwise adversely affected by any repeal, amendment, or modification of this Article XI that occurs subsequent to the date of any action taken or not taken by reason of which such Eligible Person becomes involved in a Claim.
Section 7.7. Effective Date. The provisions of this Article XI shall be applicable to Claims made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after the adoption hereof.
ARTICLE VIII – EXECUTION OF DOCUMENTSThe Executive Director or any officer designated by the Board of Directors may, in the Association’s name, sign all documents (including contracts, deeds, leases, or similar documents) that are necessary and appropriate to the operation of the Association unless execution is otherwise provided for, required, or directed by the Board of Directors, the Restated Articles of Incorporation, the Act, or other law.
ARTICLE IX – MISCELLANEOUSSection 9.1. Corporation Law. All references to “the Act” herein shall mean the Indiana Nonprofit Corporation Act of 1991 as it may from time to time be amended and any statute that may in the future supersede or replace, in whole or in part, the Act. The provisions of the Act, as it may from time to time be amended, applicable to all matters relevant to, but not specifically covered by, the Bylaws are hereby, by reference, incorporated herein and made a part hereof.
Section 9.2. Articles of Incorporation. The term “Articles of Incorporation” as used in these Bylaws means the Articles of Incorporation of the Association, as they may be amended and restated from time to time.
Section 15.3. The Bylaws may be rescinded, changed, or amended, and provisions hereof may be waived at any meeting of the Board of Directors for which notice of the meeting to consider the amendment has been provided, by a two-thirds majority vote of the members of the Board of Directors present at the meeting.