FTA Bylaws

Article I - Location and Purpose

 Section 1. Principal Office

The executive offices of the association are located at the principal location of the current president. The association is a non-profit tax-exempt organization created for education and research purposes.

 

Section 2. Location Change

The designation of the county or state of the corporation's principal office may be changed by amendment of these bylaws. The board of directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:

 

Article II – Purposes

 Section 1. IRC Section 501(c)(3) Purposes

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, 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.

 

Section 2. Specific Objectives

The purposes of the association are as follows:

  • The association promotes a vision of financial therapy. 

  • To provide a forum for researchers, practitioners, the media, and policy makers to share research and practice methods and models that blend aspects of financial planning, financial counseling, marriage and family therapy, sociology, social work, psychology, and related fields.

  • To promote better methods of training for financial planners, financial counselors, therapists, and others who provide advice and counsel to consumers on personal and household finance topics.

  • To inform policy as it relates to the blending of financial planning, financial counseling, and therapeutic techniques.

  • To stimulate clinical, experimental, and survey research on the topic of financial therapy.

  • To disseminate clinical, experimental, and survey research of interest to researchers, practitioners, the media, and policy makers.

 

Section 3. Non-Political Purpose

The association is non-partisan and non-political. Neither the association nor leaders of the organization shall take a political, i.e., partisan or non-partisan stand, on an issue in the name of the association. The association may take steps to inform policy through research, but polemic arguments at the policy level are outside the scope of the association’s activities. Specifically, committee members shall absolutely refrain from participating in the political campaigns of candidates for local, state, or federal office in the name of the association. The association, through board activities, may participate in legislative efforts to promote the certification, licensure, and government recognition of financial therapy as a profession. Leaders of the association in violation of this rule may be asked to resign by recommendation of the Board of Directors, by the board.

 

Article III – Membership

Section 1. Members

Membership shall consist of the following:

  • Professional members (broadly defined as researchers, practitioners, policy makers, media representatives, retirees)

  • Student members (currently enrolled in any academic program)

 

Article IV – Board of Directors

Section 1. Membership

The business of the association shall be managed by a board of directors consisting of eleven members and shall be filled using the following minimum guidelines:

  • A minimum of two mental health professional (broadly defined)

  • A minimum of two financial professional (broadly defined)

  • A minimum of two scholars (broadly defined)

 

The board of directors shall elect the following officers from the board members:

  • Past-President (one-year term)

  • President (one-year term)

  • President-Elect (one-year term)

  • Treasurer

  • Secretary

  • Student Liaison (one-year term)

 

Section 2. Elections and Appointments
The Past-president is responsible for chairing and appointing a nominations committee from the current Board of Directors.

  • The Committee shall:

    • Consist of no less than three and no more than five members from the current Board of Directors. 

    • Solicit applications from the membership for any board vacancy.

    • Provide a list of recommended applicants as the candidates for open positions to the board.

    • Submit to the board a list of applicants who are vetted and recommended by the nominating committee.

 

Section 3. Qualifications
In addition to the board of directors constraints listed above, members of the board of directors must be a current and active member of the association. The President-Elect must have served on the board in some capacity before running for office.

 

Section 4. Terms
The Presidential offices and Student Liaison shall hold office for a period of one year. All other positions shall hold office for a period of three years. The terms shall be staggered so there is no less than three and no more than five board members turning over in any year. A board member may run for the same or different position on the board for a maximum of two consecutive terms. There is no maximum on terms held over one’s lifetime.

The Board of Directors will vote for the Secretary, Treasurer, and President Elect. New officers will assume their positions on January 1st of the closest new year following the voting.

The President Elect will serve three years, one year each as President Elect, President, and Past President, at which his term on the board will end.

 

Section 5. Quorum
A majority of the members of the board of directors shall constitute of quorum. The President may vote on all matters and is included in a quorum count. In cases of a tied vote, the President’s vote breaks the tie.

 

Section 6. Proxies
Votes by proxy are not allowed.

 

Section 7. Resignations
A member of the board may resign at any time. The President will appoint a replacement. In the case where the President resigns, the President-Elect will assume Presidential duties and the Board of Directors will vote for a President-Elect replacement. In the event that the President-Elect declines to become the President, , the President-Elect will appoint an interim President from the current board of directors. In the case the Past President resigns, no appointment will be made to fill the office.

 

Section 8. Meetings
The board of directors will meet at least once per year. Members need not be physically present at meetings.

 

Section 9. Open Meetings
The board will have a meeting at the annual conference which shall be open to members of the association as a forum to promote the sharing of ideas and concerns.

 

Section 10. Past-President Duties
The Past-President shall advise and assist the President on matters of importance to the Association.

 

Section 11. President Duties
In addition to responsibilities outlined throughout the bylaws, the President shall chair the board of directors and organize committee agendas.

 

Section 12. President-Elect Duties
In the event that the President cannot perform duties, the President-Elect shall exercise the duties of the Presidential office. The President-Elect shall be the keeper of the association’s bylaws.

 

Section 13. Treasurer Duties
The Treasurer shall review the financial strength of the association on a regular basis. The Treasurer is also responsible for filing any and all state and federal tax returns and information forms related to the non-profit nature of the association. The Treasurer shall act as the custodian for the association’s funds and pay all bills from association accounts as received.

 

Section 14. Secretary Duties
The Secretary shall take and maintain minutes and records of the association. The Secretary may delegate recording duties to others.

 

Section 15. Researcher Liaison Duties
This person represents the interests of association members whose primary function is that of a university, college, industry, or governmental researcher.

 

Section 16. Practitioner Liaison Duties
This person represents the interests of financial planning, financial counseling, marriage and family therapist, sociology, social work, psychology, and other association member affiliations.

 

Section 17. Journal Liaison Duties
This person’s responsibility is to serve as the contact between the board of directors and the Journal editor, whole role is to oversee the blind-peer review submission and publication process. The board liaison represents the interests of the journal at the board of director’s level.

 

Section 18. Members-at-Large Duties
The members-at-large shall represent the voice of the general membership and chair ad-hoc committees.

 

Section 19. Student Liaison
This person shall be a current student of an academic program and will represent the interests of students in financial planning, financial counseling, marriage and family therapy, sociology, social work, psychology, and other academic programs.

 


Section 17. Board of Directors Member Replacement
A member of the board of directors may be replaced with the unanimous vote of the remaining committee membership.


Article V – Board of Directors Compensation

Section 1. Board Compensation

Board of directors members serve on a volunteer basis, and as such, are not compensated.

 

Section 2. Executive Director

  • If a professional executive director is hired, that person or firm may be compensated. Compensation will be set by the board of directors.

  • The board of directors reserves the right to hire and replace an executive director without a membership vote.

 

Section 3. Board Reimbursement
The board of directors may reimburse members for reasonable fees and expenses associated with the management of the association.

 

Article VI – Membership Meetings

Section 1. Membership Meeting

A meeting with the board of directors, which shall be open to the membership, shall be held at the time of the annual conference, or in-lieu of the conference, at least once per year.

 

Section 2. Special Meetings
Special meetings of the board of directors may be called by the chairperson of the board, the president, the vice president, the secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting, by phone, or digitally.

 

Section 3. Notice of Meetings
Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:

  • Regular Meetings. No notice need be given of any regular meeting of the board of directors. 

  • Special Meetings. At least one week prior notice shall be given by the secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by email, by first class mail, by telephone or by facsimile machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification or email, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message, email, or telephone call within twenty-four hours of the first facsimile transmission.

  • Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the articles of incorporation, these bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

 

Section 4. Conduct of Meetings
Meetings of the board of directors shall be presided over by the President, or, if no such person has been so designated, or in his or her absence, the Vice-President of the corporation, or in his or her absence, by the Treasurer of the corporation, or in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.

 

Section 5. Governance
Meetings shall be governed by Roberts Rules of Order, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws, or with provisions of law.

 

Article VII – Committees

Section 1. Appointment of Committees

If a need arises, the President may appoint committee chairs to work on specific tasks.

  • Committee chairs may select individual committee members.

    • Expected committees include:

      • Nominations committee

      • Journal committee

      • Conference planning committee

      • Compensation committee

 

Article VIII – Insurance for Corporate Agents

Section 1. Insurance

Except as may be otherwise provided under provisions of law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.

 

Article IX – Fiscal Year

Section 1. Calendar Year
The association shall operate on a calendar year basis, beginning January 1 and ending December 31. The board of directors may alter the fiscal year by a majority vote.

 

Article X – Execution of Instruments, Deposits, and Funds

Section 1. Execution of Instruments

The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

 

Section 2. Checks and Notes
Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation up to $1,000 shall be signed by the treasurer. Similar checks and notes in excess of $1,000 shall be countersigned by the president of the corporation.

 

Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.

 

Section 4. Gifts
The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

 

Article XI – Corporate Records, Reports, and Seal

Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office:

  • Minutes of all meetings of directors, committees of the board, and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

  • Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;

  • A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;

  • A copy of the corporation's articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.

 

Section 2. Corporate Seal
The board of directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

 

Section 3. Directors' Inspection Rights
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation, and shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.

 

Section 4. Members' Inspection Rights
If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:

  • To inspect and copy the record of all members' names, addresses, and voting rights, at reasonable times, upon written demand on the secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested for non-commercial reasons.

  • To obtain from the secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the secretary of the corporation, a list of the names, addresses, and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. Commercial use of the list is prohibited. The membership list shall be made available within a reasonable time after the demand is received by the secretary of the corporation or after the date specified therein as of which the list is to be compiled. 

  • c. To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the secretary of the corporation by the member, for a purpose reasonably related to such person's interests as a member.

Members shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.

 

Section 5. Right to Copy and Make Extracts
Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

 

Section 6. Periodic Report
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.

 

Article XII – IRC 501(c)(3) Tax Exemption Provisions

Section 1. Limitations on Activities

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

 

Section 2. Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

 

Section 3. Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

 

Section 4. Private Foundation Requirements and Restrictions
In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

 

Article XIII – Conflict of Interest and Compensation Approval Policies

Section 1. Purpose of Conflict of Interest Policy

The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. 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

  • Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, 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 corporation has a transaction or arrangement;

    • A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement; or

    • A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation 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 3, paragraph B, 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. Conflict of Interest Avoidance 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 directors and members of committees with governing board delegated powers 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 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.
  • 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, 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 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 corporation 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 corporation'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.

  • 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 Board and Board Committee Proceedings
The minutes of meetings of the governing board 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 governing board's 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 5. Compensation Approval Policies

  • A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation.

  • A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation.

  • No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

  • When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:

    • the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation;

    • all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a "disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):

      • is not the person who is the subject of the compensation arrangement, or a family member of such person;

      • is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement;

      • does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement;

      • has no material financial interest affected by the compensation arrangement; and

      • does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member.

  • the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:

    • compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. "Similarly situated" organizations are those of a similar size, purpose, and with similar resources;

    • the availability of similar services in the geographic area of this organization;

    • current compensation surveys compiled by independent firms;

    • actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement;

  • As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.

    • the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:

      • the terms of the compensation arrangement and the date it was approved;

      • the members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member;

      • the comparability data obtained and relied upon and how the data was obtained;

      • If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination;

      • If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting;

      • any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement);

      • The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.

 

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:

  • has received a copy of the conflicts of interest policy;

  • has read and understands the policy;

  • has agreed to comply with the policy; and

  • understands the corporation 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 corporation 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, conducted by members of the board of directors, a special review committee, or an outside reviewer, at a minimum, include the following subjects:

  • Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's-length bargaining.

  • Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation'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 Section 7, the corporation 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 XIV – Amendment of Bylaws

Section 1. Amendment 

Subject to the power of the members, if any, of this corporation to adopt, amend, or repeal the bylaws of this corporation and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of the board of directors.

 

Article XV – Construction and Terms

Section 1. Provision Conflicts

If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern.

  • Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.

  • All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.

  • All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

Any conflicts of interest among the board of directors shall be disclosed and discussed.

 

Article XVI – Board of Directors Held Harmless

Section 1. Hold Harmless
The association is a volunteer professional organization. Revenue is generated through membership fees, conference fees, advertising, subscriptions, and related journal fees. It is assumed that board of director’s members will act in good faith as stewards of resources and when representing the association publically; however, beyond theft and similar illegal acts, members of the board of directors will be held harmless by the membership in relation to the management of the association.

 

Article XVII – Board of Directors Activity Restrictions

Article 1. Board Restrictions
Members of the board of directors shall:

  • Absolutely ensure that the associations’ assets and earnings do not unjustly enrich board members, officers, key management, employees, or other insiders;

  • Not further non-exempt purposes more than insubstantially;

  • Not operate for the primary purpose of conducting a trade or business that is not related to the association’s purposes;

  • Not engage in activities that are illegal or violate fundamental public policy; or

  • Restrict its legislative activities.


We, the undersigned, are the current Board of Directors officers, and we consent to, and hereby do, adopt the foregoing bylaws:

Date Accepted: September