By-law changes 2016
The AL!VE Board of Directors has reviewed the by-laws and made changes to update language and phrases to meet the current needs of the Association.
The membership is asked to review and vote to approve the by-law changes at our Annual Meeting, December 7.
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Short descriptions of the changes are listed in red below.
By-laws of Association of Leaders in Volunteer Engagement (AL!VE)
NAME AND PURPOSE
Section 1- Name: Added clarification (hereafter called the Association, and changed throughout)
The name of the organization shall be Association of Leaders in Volunteer Engagement (hereafter called "the Association"). AL!VE shall be a nonprofit organization incorporated under the laws of the State of Indiana.
Section 2- Purpose: Changed corporation to Association
This Association is organized exclusively for charitable, and educational 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, or the corresponding section of any future tax code.
The purpose of this Association is:
To enhance and support the spirit of volunteerism,
To foster collaboration and networking among volunteer management professionals,
To promote professional development,
To provide advocacy for leaders in community engagement
Section 1- Eligibility for membership:
Deleted sentence about individual members voting; stated later
Application for voting membership shall be open to any individual or group entity that supports the purpose statement in Article 1, Section 2. Membership is granted after completion and receipt of a membership application and annual dues.
Section 2- Categories of membership:
Deleted associate membership
Membership is divided into individual membership and group membership.
Individual members shall have equal voting rights in matters of the Association. Active membership shall be available for those persons who:
Estimate that a minimum of 25% of their time is spent on volunteer management activities,
Are committed to learning and applying best practices in the field of volunteer management,
Are responsible for volunteer management within an organization, and
Pay annual dues at the active member rate to the national organization.
Group Membership shall be available for those groups which
Are focused upon or related to the field of volunteer management in their purpose, or have a minimum of 35% of the group’s time spent on volunteer management activities,
Are committed to learning and applying best practices in the field of volunteer management,
Can provide documentation regarding the group’s purpose and activities as well as a list of members,
Identify one person to serve as a liaison to the national organization who agrees to receive and give information to and from the national organization, and
Pay dues according to the size of their group and the dues structure established by the Board of Directors.
Removed section 3 about changing membership categories; redundant, stated later
Section 4 – Annual dues:
All members shall pay dues annually as set forth by the Board of Directors. The Board of Directors may from time to time adjust the rates. Any changes to the dues structure established by the Board of Directors may be changed by a majority vote of the members at an annual meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues.
Any member of the Association who shall be delinquent in dues payment for a period of sixty (60) days from the renewal date shall be notified of the delinquency and suspended from further services. If payment of dues is not made within the next thirty (30) days, the delinquent member shall be dropped from the rolls and thereupon forfeit all rights and privileges of memberships, unless such suspension, at the request of the member, is waived by affirmative action of the Executive Committee.
Section 5 – Rights of members:
Each member shall be eligible to cast one vote in association elections. Group members shall have one vote per group in association elections.
Section 6- Resignation and termination:
Any member may resign by filing a written resignation with the Secretary, or by not renewing on the annual date of renewal. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued.
Any membership may be terminated by a majority vote of the board. For any cause other than nonpayment of dues, a vote for removal shall occur only after the member complained against has been advised of the complaint and has been given reasonable opportunity for defense. Such member, if removed, may appeal the decision of the Board to the Annual Meeting of the association, providing that notice of intent to appeal is provided to the Board President at least 30 days in advance of the meeting. Changed this last sentence say only board president.
Section 7- Non-voting Membership:
The board shall have the authority to establish and define the non-voting categories of membership.
Section 1- Organization:
Cleaned up language to remove boards and added fulfill the needs and duties of the Association. To achieve the objectives of AL!VE, the Board of Directors may, at its discretion, establish organizational units such as councils, committees, or divisions to fulfill the needs and duties of the Association. The Board of Directors shall exercise authority over policies, services, programs, and budgets of all organizational units, including qualifications for membership, unless these are otherwise stated in these Bylaws.
Section 2 - Allied Organizations:
Changed ‘may’ to ‘shall’ For the mutual benefit of all, for the advancement of association management, and in order to further the objectives of AL!VE, the Board of Directors at their discretion shall establish relationships with groups of association executives that are formed on a local, regional (sub-state, or multi-state level), state or national basis, and with those that are formed on a counterpart or affinity basis. The Board of Directors may establish such terms and conditions for relating to recognized societies and groups as it considers applicable and furthers the purpose of the Association.
MEETINGS OF MEMBERS
Section 1 – Regular Meetings:
Added last sentence Regular meetings of the members shall be held at least annually at a time and place designated and duly announced by the Board President or his/her designee with approval of the board. This could be the annual meeting, informational, or networking sessions.
Section 2- Annual Meetings:
An annual meeting of the members shall take place in conjunction with a gathering of professionals in the field or through other means as determined by the Board. The specific date, time, and location will be designated and announced by the Board President at least 45 days in advance. The purpose of the annual meeting is to announce election results of board directors and officers, to receive reports on the activities of the association, to present the direction of the organization for the coming year, and to conduct any other business in accordance with the bylaws. The annual meeting may take place electronically, using webcasts, conference calling, or other methods of communication that allow members to participate. Provisions shall be made for electronic voting. Attendance at Association meetings will be defined as participation in person, by electronic means, or by means of communication as established by the Board of Directors.
Section 3- Special Meetings:
Special meetings may be called by the Board President, the Executive Committee, or by a simple majority of the Board of Directors. A petition signed by 10% of voting members may also be presented to call a special meeting.
Section 4- Notice of meetings:
Written or electronic notice of each meeting shall be given to each voting member not less than two weeks prior to the meeting. Notice of annual meetings shall be given at least 45 days in advance.
Section 5- Quorum:
10% of the organization’s members at any properly announced meeting shall constitute a quorum.
Section 6- Voting:
All issues to be voted upon shall be decided by a simple majority of those voting members present for the vote. Allowances will be established by the Board of Directors for electronic or mailed ballot voting as well as voting by proxy. All individual members of the organization are eligible to vote during the designated voting period. Group members shall appoint one representative of the group to cast the group’s vote.
BOARD OF DIRECTORS
Section 1- Board role, size, and compensation:
Changed from 13 to 11. Removed ‘self dealing’ from last sentence. The governing body of this Association shall be the Board of Directors. The board is responsible for overall policy and direction of the association, and delegates responsibility of the day-to-day operations to the staff and committees. The board shall have up to 19 members but no fewer than 11. The board receives no salaried compensation other than reasonable expenses approved by the board. The intent of these by-laws is to avoid conflict of interest.
Section 2- Board terms:
Reworded first sentence The term of office for board members shall be three years with approximately one-third of the board elected each year. All board members are eligible to serve for up to two consecutive terms. Upon completion of all terms, the board member must rotate off the board for one full year before seeking re-election.
Section 3 – Board meetings and notice:
The board shall meet at least quarterly, at an agreed upon place and time. An official board meeting requires that each board member have written notice at least two weeks in advance. Meetings may take place via conference calling or web based technology. Unless the board invokes executive privilege, all board meetings are open to the membership.
Section 4- Board elections:
Elections shall take place annually to confirm or re-confirm election of directors and officers, by means determined in advance by the Board. Elections may take place in conjunction with a gathering of AL!VE members or via web-based technology. Directors will be elected by a vote of at least 10% of the membership.
Section 5-Board election procedures:
Added last sentence about officer terms. A Board Development Committee chaired by the President-Elect shall be responsible for nominating a slate of prospective board members representing the association’s diverse constituency. In addition, any member may nominate a candidate to the slate of nominees. Any member in good standing shall be eligible for nomination and election to any elective office of this association provided that the member shall have served at least one year as a member of the Board of Directors at any time prior to an elective term of office.
In accordance with the bylaws, nominations for President, President-Elect, Treasurer, and Secretary shall be presented annually. Any person so nominated shall have given prior consent to nomination and election as an officer. All officers may serve up to two-one year terms.
Section 6 - Board quorum:
A quorum of board members must be present for business transactions to take place and motions to pass. Any such business thus transacted shall be valid providing it is affirmatively passed upon by a majority of those present and voting. A quorum of board members shall be defined as 50% of the board members plus one.
Section 7-Board Officers and duties:
There shall be four elected officers of the board consisting of a president,
president-elect, secretary, and treasurer. The past president shall serve on the Executive Committee as an ex-officio, voting member. In addition, three appointed vice presidents shall serve on the Executive Committee as ex-officio, non-voting members. Duties are as follows:
Added that president oversees HRP committee The President shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting, and shall fulfill assigned responsibilities for regular and annual meetings of the membership. The board president shall serve as Chair of the Executive Committee. The Human Resources and Policy Committee will be chaired by the President and shall include oversight of policies, procedures and practices related to any and all AL!VE paid staff and AL!VE volunteers. The committee will work to create alignment between staff and volunteer policies where applicable and will at all times incorporate sound volunteer management practices throughout AL!VE’s work.
The President-elect shall chair a Board Development Committee and other committees on special subjects as designated by the board and fulfill assigned responsibilities for regular and annual meetings of the membership. The president-elect shall serve on the Executive Committee of the Board, and shall coordinate strategic planning for AL!VE. If for any reason the President cannot serve, the president-elect then shall assume the responsibilities of President.
The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, assuring that corporate records are maintained and to fulfill assigned responsibilities for regular and annual meetings of the membership. The secretary shall serve on the Executive Committee of the Board.
The Treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparations of the budget, help develop fundraising plans, make financial information available to board members and the public and fulfill assigned responsibilities for regular and annual meetings of the membership. The treasurer shall serve on the Executive Committee of the Board.
The Immediate Past President shall serve in an advisory role as an ex-officio, voting member of the Executive Committee, shall serve on special committees as assigned, and shall fulfill assigned responsibilities for regular and annual meetings of the membership.
The Vice President of Marketing oversees the Association’s public outreach, communications and funds development efforts. The individual appointed to this position shall serve as an ex-officio, non-voting member of the Executive Committee, and shall serve as a liaison between the Executive Committee and any committees established to support functions related to marketing on behalf of AL!VE.
The vice president for membership shall oversee the Association’s member services, member networking and all other member support efforts. The individual appointed to this position shall serve as an ex-officio, non-voting member of the Executive Committee, and shall serve as a liaison between the Executive Committee and any committees established to support functions related to membership on behalf of AL!VE.
The vice president for programs shall oversee the Association’s professional development and advocacy efforts. The individual appointed to this position shall serve as an ex-officio, non-voting member of the Executive Committee, and shall serve as a liaison between the Executive Committee and any committees established to support functions related to programs and products on behalf of AL!VE.
Section 8- Board Vacancies:
Revised to clarify and added that membership is given a change to self nominate When a vacancy on the board exists mid-term, the secretary or their designee will notify the membership and make a call for nominations. Nominations must be submitted within two weeks of notifying the membership. The board member nominations will be selected and voted in by a majority of the board of directors. These vacancies will be filled only to the end of the vacated board members term. Any board member chosen this way is eligible to run in the normal election process.
Section 9-Board Resignation, termination, and absences:
Removed ‘consecutive’ from attendance. Resignation from the board must be presented in writing to the president and the secretary. A board member shall be terminated from the board due to excessive unexcused absences, defined as more than one-third of all scheduled board meetings. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10- Special meetings:
Special meetings of the board shall be called upon the request of the president, or one-third of the board. Notices of special meetings shall be sent out by the secretary or their designee to each board member at least two weeks in advance.
Section 11: Indemnification:
Every Director, Officer, Employee, Committee member, and volunteer of the Association shall be indemnified by the Association against all expenses and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they might be made a party, or in which they may become involved, by reason of being or having been a Director, Officer, employee, Committee member or Volunteer of the association, or any settlement thereof, whether the person is a Director, Officer, or employee at the time such expenses are incurred, except in such cause wherein the Director, Officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.
Section 1- Committee formation:
Removed specific standing committees (outlined above) The board may create committees as needed. The board president appoints all committee chairs. The board shall have discretion to disband ad hoc committees as needed. The Executive Committee will chair and/or oversee the following standing committees:
Section 2- Executive committee:
The Executive Committee shall consist of the President, President Elect, Treasurer and Secretary. The Immediate Past President shall serve as an ex-officio, voting member. The Vice President for Marketing, Vice President for Membership, and Vice President for Programs shall serve on the Executive Committee as ex-officio, non-voting members. The committee’s primary function will be to take necessary board action between board meetings and set board meeting agendas. Except for the power to amend the Articles of Incorporation and By-Laws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3- Finance Committee:
The Finance Committee’s is chaired by the Treasurer and the function will be to prepare the annual budget, oversee the development of the annual fund development plan, create and enforce fiscal policies and procedures, create and enforce fund development policies, and work with an independent source to secure a financial review or an annual audit based on the volume of financial activity, and prepare and file obligatory tax documents. The treasurer will be the chair of the finance committee. 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 or the Executive Committee. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization shall be made available to the membership, board members, and upon request shall be available to the public.
Section 4 – Marketing
The Vice President for Marketing shall chair and coordinate the work of necessary committees, work groups and/or task forces to accomplish established objectives. The function of the Marketing Committee shall be to coordinate the work of communications, public relations, funds development, public outreach, and partnership development on behalf of AL!VE and its members.
Section 5- Membership Committee:
The Membership Committee’s function is chaired by the Vice President of Membership and their function shall be to manage the registration and renewal process for all members, serve as a point of contact for people interested in learning more about AL!VE, responding to questions from the public, and other duties as requested by Members and the Board.
Section 6- Board Development Committee:
The Board Development Committee’s is chaired by the President-Elect and their function shall be to manage the nomination and election process for new officers and board members. This committee will also manage Board Orientation and recognition.
Section 7 – Programs Committee:
The Programs Committee shall function as AL!VE’s support for professional development related to volunteer management and advocacy for the profession of Volunteer Resource Management. The Vice President for Programs shall coordinate efforts of necessary committees, work groups, and/or task forces to accomplish established objectives.
DIRECTOR AND STAFF
Section 1- Executive Director;
Added ‘or contracted’ An executive director may be hired or contracted by the board. The executive director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies or delegated work from committees. The executive director will attend all board meetings, report on the progress of the organization, answer questions of the board members and carry out the duties described in their job description but is not a voting member of the Board of Directors. The board can designate other duties as necessary.
Section 1- Fiscal Period:
The fiscal period of the Association shall be the calendar year.
Section 2- Budget:
Removed 90 days sentence about audit With recommendations of the Executive Committee, the Board shall adopt an annual operating budget covering all activities of the Association. The Treasurer shall furnish the membership with a financial report for the fiscal year just concluded.
Section 3- Accounting:
The accounts of the Association can be audited or reviewed not less than annually by a Certified Public Accountant who shall be recommended by the Finance Committee with the approval of the Board and who shall provide a report to the Board of Directors.
Section 1- Dissolution of Funds:
The Association shall use its funds only to accomplish the purposes outlined in these bylaws and no part of said funds shall inure, or be distributed to the members of the Association. On dissolution of the Association, any remaining funds shall be distributed to one or more organizations organized for charitable and educational purposes as specified in Section 501 (c) 3 of the Internal Revenue Code to be determined by the Board of Directors.
Section 1 – Amendments:
These By-Laws may be amended when necessary by a two-thirds majority vote of the membership attending an annual meeting, provided such amendments have been reviewed by the Board of Directors and published for review by the membership at least 30 days prior to the date of the scheduled meeting. Proposed amendments must be submitted to the secretary to be included on the agenda for the Board of Directors who shall review and make recommendations regarding the adoption of amendments.
The membership actually voted on the bylaw changes in 2010 and 2016 – changed wording
These By-Laws were approved at a meeting of the board of directors by a two-thirds majority vote on November 26, 2007.
These By-Laws were amended and approved by the membership December 16, 2010.
These By-Laws were amended and approved by the membership on December 7, 2016.
This section under construction.