06/09
BY-LAWS OF THE GEOGRAPHY EDUCATORS' NETWORK OF INDIANA, INC.
ARTICLE I - Membership and Dues
SECTION 1. Membership is open to all (Indiana) residents who are interested in promoting geography. There shall be five classifications of membership: Student Membership, Individual Membership, School Membership, Corporate Membership, (added) Retiree Membership, and Institutional Membership.
SECTION 2. All members shall pay an annual fee as set by the Board of Directors and ratified by a majority of the Board membership voting at the Annual Business Meeting. The membership fee period shall be from the September 1 through August 30 (change to) one year from the date the individual paid dues.
ARTICLE II - Board of Directors
SECTION 1. The Board shall consist of twenty to twenty-five members, excluding ex-officio and
liaison members, elected by the total paid membership. The members will serve a two-year
term, commencing July 1 of their elected year, and may be re-elected. In addition, ex-
officio and liaison members, appointed by their respective organizations, approved by the
Board may serve two-year terms and may be reappointed. Ex-officio members shall have
voting privileges on the Board. Liaison members shall serve as non-voting participants. The
Executive Director and Director of G.E.N.I. shall also serve on the Board in an ex-officio
capacity. The election process shall consist of:
a) a Nominating Committee appointed by the President of the Board with the
responsibility of establishing a slate of candidates that adequately represents
geographical location, gender, K-12 balance, and occupational contribution. Four K-12
educators shall be elected from each of three regions (north, central, south) in the state; four
post-secondary educators shall be elected from across the state, and four members shall be
elected at-large. The Nominating Committee shall be responsible for staggering the election
of Board members.
b) a balloting procedure that allows the total paid membership to participate.
c) a time frame that is fair and reasonable.
d) a tabulating procedure that is accurate and confidential.
SECTION 2. The Board shall have the following duties and responsibilities:
a) It shall elect its own officers who shall also serve concurrently as officers of G.E.N.I.
b) It may establish standing and special committees when deemed necessary.
c) It may appoint a separate executive officer from other than the membership of the
Board, with or without salary, fix that salary and other conditions of employment. The
Board shall determine the individual's duties and define their authority to act for the
Board. The executive officer shall serve on the Board in an ex-officio capacity.
d) It shall provide for the planning, execution, financing, and evaluation of G.E.N.I.
projects and progress, either independently or through the membership, or through
other qualified and specially appointed persons, within budgetary limitations.
e) It may establish an Executive Committee to consist of a Chairperson, a Vice-
Chairperson, and at least two other Directors, to carry on such business of the Board as
it may be authorized to do by the Board. The Executive Committee may not amend the
By-Laws or Articles of Incorporation, assess or change the dues of the members, admit
institutions as members or terminate their membership, elect officers of the Board,
merge or dissolve G.E.N.I., or perform such other acts as are prohibited by statute.
f) It shall exercise all the powers of G.E.N.I., and it may do all such lawful acts as are not
prohibited by statute of the By-Laws or otherwise delegated in addition to the power
and authority expressly conferred upon it in these By-Laws.
g) It shall hold meetings at such times and in such places as it shall determine. One such meeting of the Board shall be called the annual meeting for the purpose of suggesting the names of individuals to hold leadership positions, reviewing the activities of G.E.N.I., and transacting such other business as is appropriate. Special meetings of the Board shall be held whenever called by the President or upon written request of three members of the Board. A majority of the Board shall constitute a quorum for the transaction of business. Notice of each Board meeting shall be given in writing to each Board member and officer at least thirty (30) days prior to the date of such meeting, and a written statement of the business to come before the meeting shall similarly be delivered not less than seven (7) days before the date of the meeting. These procedures may be waived only by unanimous prior agreement of the Board members.
ARTICLE III - Officers
SECTION 1. The Officers of the Board, and concurrently of G.E.N.I., shall be a President and a Vice-President whom may both be Directors, and a Secretary and a Treasurer, whom need not be Directors and may be one person. The Board may appoint such other officers, committees, and agents as it shall deem necessary, whom shall hold their offices for such terms and shall exercise such powers and perform such duties as determined by the Board. The Officers shall be eligible for re-election.
SECTION 2. The President and Vice-President shall be elected for a term of two years by a majority vote of the Board and shall serve from July 1 to June 30 of the corresponding year. The Secretary and Treasurer shall be appointed by the President and shall serve concurrently with the President and Vice-President during their term in office. Officers of G.E.N.I. shall hold office until their successors are elected. Offices which fall vacant during the year shall be filled for the balance of the year by special election at the next Board meeting after the vacancy has occurred.
SECTION 3. Powers and Duties of Officers.
a) President: The President shall be the chief executive officer of G.E.N.I., shall preside at meetings of the Board, shall be Chairperson of the Executive Committee if such Executive Committee is established, shall see that orders and resolutions of the Board are carried into effect, shall execute bonds, mortgages, deeds, and other contracts on behalf of G.E.N.I., shall be an ex-officio member of all standing committees of the Board and shall have the general powers and duties of supervision and management usually rested in the office of president of a corporation. When a separate executive officer, as provided in Article II, Section 3, Item c of these By-Laws shall be appointed by the Board, the Board may also designate that person such powers and duties of the President and such other powers and duties as it shall deem appropriate.
b) Vice-President: The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board may prescribe.
c) Secretary: The Secretary and/or President shall give notice of all meetings of the Board in accord with the provisions of the By-Laws or as required by law and shall be responsible for the minutes of such meetings, be responsible for the corporate records of G.E.N.I. other than those of a financial nature, and have custody of the Seal of the Corporation and see that it is affixed to all documents requiring the Seal, keep a register of all members of the Board, and perform all duties which usually pertain to the office of Secretary and such other duties as may be assigned by the President and by the Board.
d) Treasurer: The Treasurer shall have custody of G.E.N.I. funds, keep a full and accurate account of receipts and disbursements in books belonging to G.E.N.I., and deposit all monies and other valuable effects in the name and to the credit of G.E.N.I. in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of G.E.N.I. as may be ordered by the Board, taking the proper voucher for each disbursement, and shall render to the President and Directors at regular meetings of the Board, or whenever they may require it, an account of all transactions as Treasurer and of the financial conditions of G.E.N.I. The Treasurer shall be bonded in such amount and in such manner as the Board may direct, and shall annually cause the account to be audited by an auditor or audit firm approved by and reporting to the Board.
ARTICLE IV - Salaries and Compensation
SECTION 1. No Director shall receive any salary from G.E.N.I. for services as a Director.
SECTION 2. The Board may delegate to the President or to a separate executive officer, when
appointed, the power to employ subordinate employees and fix their compensation within
budgetary limits. All such appointments and conditions of employment shall be subject to
approval of the Board.
ARTICLE V - Checks, Deposits, and Gifts
SECTION 1. All checks or demands for money and notes of G.E.N.I. shall be signed by such officer or officers as the Board shall designate.
SECTION 2. The Board may accept and administer on behalf of G.E.N.I. any grants, contributions, gifts, bequests, or devices for the general purposes or for any special purposes of G.E.N.I.
ARTICLE VI - Fiscal Year
SECTION 1. The fiscal year of G.E.N.I. shall be from July 1 to June 30 and extend from July 1 to the following June 30 inclusive of both days.
ARTICLE VII - Records
SECTION 1. G.E.N.I. shall keep correct and complete books of record and account and shall also keep minutes of the proceedings of its Board and the committees of the Board. It shall keep at the registered or principal office a record giving the names and addresses of its members. All books and records of G.E.N.I. may be inspected by any member or agent or attorney for any purpose at any reasonable time, when requested in writing by its chief executive officer to the President of G.E.N.I.
ARTICLE VIII - Use of Facilities
SECTION 1. Any research, service, or other facility of G.E.N.I. shall be made available to qualified scholars, investigators, educators, and students regardless of institutional affiliation, subject to such terms and conditions as the Board may determine.
ARTICLE IX - Limitation Upon Liability
SECTION 1. Except for the obligation to pay dues to G.E.N.I. as stipulated in Article I, members do not assume any responsibilities or liabilities either in their individual capacities or jointly, financially or legally, for any action taken by G.E.N.I. or its Board. No member or members of G.E.N.I. shall have any power or authority, individually or collectively, to act as agents for, or to make any commitments binding upon, any other member or members.
ARTICLE X - Rules of Order
SECTION 1. The most current edition of Robert's Rules of Order shall govern all parliamentary matters not specifically covered by the By-Laws.
ARTICLE XI - Amendments
SECTION 1. The By-Laws may be amended, except as otherwise limited by statute, by the affirmative vote of a majority of the members voting at the Annual Business Meeting of G.E.N.I., or by a mail vote if the Board shall so determine.
ARTICLE XII - Declaration of Not-for-Profit Organization Status
SECTION 1. The Geography Educators' Network of Indiana (G.E.N.I., GENI) is organized exclusively for charitable, religious, educational, scientific 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 of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
SECTION 2. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, 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 set forth in these By-Laws. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other 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 of 1954 (or corresponding provision of any future United States
Internal Revenue Law) or
b) by a corporation, contributions, to which are deductible under section 170 (c)(2) of the
Internal Revenue Code of 1954 (or the corresponding provision of any future United
States Internal Revenue Law).
SECTION 3. Upon the dissolution of the corporation, the Board shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.