INDIANA YOUTH GROUP, INC.
BYLAWS OF THE CORPORATION
ADOPTED AND EFFECTIVE APRIL 13, 1989
Last Amended March 15, 2016
ARTICLE I: NAME
The name of the Corporation will be the Indiana Youth Group, a 501(c)(3) organization (hereinafter referred to as “the Corporation”).
ARTICLE II: FISCAL YEAR
Section 1. The fiscal year of the Corporation will be the calendar year, January 1 through December 31.
ARTICLE III: PURPOSE
Section 1. The purpose of the Corporation shall be to operate as a social, support and educational group for youth.
Section 2. The Corporation is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under 501(c)(3) of the Internal Revenue code.
ARTICLE IV: MISSION STATEMENT
Section 1. The Corporation’s mission statement states: “The Indiana Youth Group (IYG) provides safe places and confidential environments where self-identified LGBTQ youth are empowered through programs, support services, social and leadership opportunities and community service. IYG advocates on their behalf in schools, in the community and through family support services."
ARTICLE V: VISION STATEMENT
Section 1. The Corporation’s vision statement states: “IYG brings LGBTQ youth, families and allies together to form inclusive communities across Indiana that are respectful and tolerant and in which youth flourish and lead positive change.
ARTICLE VI: MEMBERSHIP IN THE CORPORATION
Section 1.There shall be no membership in the corporation.
ARTICLE VII: DIRECTORS OF THE CORPORATION
Section 1. The affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors of the Corporation shall consist of a maximum of fifteen (15)Directors and shall be charged with the responsibility of handling regular business for the Corporation.Two youth representatives as selected annually by Youth Council shall attend and participate in open board meetings.
Section 2. Directors shall be elected by the Board at an annual meeting as specified by the Directors of the Corporation. All Director terms shall commence and terminate as of the date of the annual meeting. Directors shall be elected for a term of three years. There shall be a limit of two (2) consecutive terms that an individual may serve as a Director. Any Director may be reelected to the Board after a period of one-year following the end of the second consecutive term of Directorship.
Section 3.Directors shall be at least 18 years of age.
Section 4. Directors of the Corporation must meet the following requirements:
4.1. Directors must make every reasonable effort to attend all meetings of the Board of Directors as specified in Article X. Absence from meetings is excused only on condition that the absent Director notify the President of the Corporation prior to the scheduled meeting.
4.2 Directors must serve on, and make every reasonable effort to attend the scheduled meetings of, at least one Standing Committee or ad hoc committee of the Board of Directors, as specified in Article XIII. Absence from Committee meetings is excused only on condition that the absent Director notify the Chairperson of the Committee in question prior to the scheduled meeting.
4.3 Directors must make every reasonable effort to attend IYG’s scheduled special events.
4.4 Directors are expected tomake a financial contribution to the full extent of the Director’s capacity. This gift should set a positive example and be meaningful to the Director.
4.5 Directors have a duty toadhere to all policies and procedures contained in IYG’s Volunteer Manual. Allegations that a Director has failed to adhere to any one or more of these policies and procedures must be submitted in writing to the President of the Corporation, who will convene a special committee of the Board of Directors to adjudicate the allegations. A negative adjudication of written allegations is grounds for a Director’s immediate dismissal and possible legal action by the Board of Directors.
4.6 Directors have a duty to adhere to all provisions contained in IYG’s Statement of Board Member Responsibilities. Allegations that a Director has failed to adhere to any one or more of these provisions must be submitted in writing to the President of the Corporation, who will convene a special committee of the Board of Directors to adjudicate the allegations. A negative adjudication of written allegations is grounds for a Director’s immediate dismissal and, possible legal action by the Board of Directors. Directors shall not be paid staff members of the Corporation except as described in Section1 of this Article.
Section 5. At a regularly scheduled or a special meeting of the Board of Directors, a Director may be removed by a vote of two-thirds or more of the number of Directors in attendance. Conditions for removing a Director include, failure to adhere toany of the provisions of Section 4 above.
Section 6. The Board of Directors may by a majority vote bestow the title of Director Emeritus upon any former director in good standing who has left the Board of Directors after a minimum of three years of board service. This title shall be in effect until revoked by a majority vote of the Board of Directors or upon the request of the Director Emeritus.
ARTICLE VIII: DIRECTOR’S VACANCY
Section 1. A vacancy in an open director’s seat may be filled by the Board of Directors at a regular or special meeting, and the individual elected to fill such vacancy shall servea three year term. Those elected during the first six months of the year will serve as if they were elected at the first of the year. Those elected during the second six months will serve as if they were elected during the annual meeting of the following year
ARTICLE IX: QUORUM
Section 1. A simple majority of currently seated Directors shall be the required quorum to conduct and approve any and all business matters and issues before the Board of Directors except as otherwise provided elsewhere in the By Laws.
ARTICLE X: MEETINGS OF DIRECTORS
Section 1. Regular meetings of the Board of Directors shall be held monthly or as otherwise determined at such place, date and time as the Board of Directors shall specify. The January meeting shall serve as the annual meeting at which time Officers and Directors shall be elected, and the operating budget shall be voted upon.
Section 2. Special meetings of the Board of Directors may be called at any time by the President of the Corporation or by written petition signed by no fewer than six (6) Directors. A special meeting shall be held at a time and place specified by the caller or callers of the meeting.
Section 3. Notwithstanding the other sections of Article X, only voting Directors of the Corporation are entitled to meeting notices and to attend meetings.Closed meetings of the Board of Directors shall be open to Directors only. Attendance by invitees can be approved by the President of the Corporation.
Section 4. Each Director shall be entitled to one vote upon each issue which comes before a meeting of the Board of Directors. Each issue shall be determined by a majority of voting Directors present at a meeting at which a quorum has been established except as otherwise provided elsewhere in the By Laws.
ARTICLE XI: OFFICERS OF THE CORPORATION
Section 1. Officers of the Board of Directors shall consist of the following: President, Vice-President, Treasurer and Secretary. Each officer shall be elected by the Board of Directors at its annual meeting and shall serve until the next annual meeting of the Board of Directors and until the officer’s successor is elected and qualified. The officers shall hold office for a two-year term in which s/he can be re-elected for up to two (2) consecutive terms.
Section 2. The duties of the President of the Board of Directors shall include the following:
2.1 Conduct all regular and special meetings of the Board of Directors
2.2 Be responsible for implementation of policies established by the Board of Directors
2.3 Make special appointments, as required, with the Board of Director’s approval
2.4 Oversee all Standing and Ad Hoc Committees of the Board of Directors
Section 3. The duties of the Vice-President of the Board of Directors shall include the following:
3.1 Perform the duties of the President in the President’s absence
3.2 Undertake other duties assigned by the President or by the Board of Directors
Section 4. The duties of the Secretary of the Board of Directors shall include the following:
4.1 Record all minutes of the meetings of the Board of Directors and distribute them in a timely fashion
4.2 Handle all official correspondence of the Board of Directors
4.3 Be responsible for the custody of papers, books and records of the Corporation
4.4 Assist the President in the distribution of a written notice, stating the place, date and time of any meeting to the Board of Directors at least ten (10) days prior to the meeting. In the case of special meetings, the written notice will also state the purpose of the meeting.
Section 5. The duties of the Treasurer of the Board of Directors shall include the following:
5.1 Assist in Overseeing the preparation and maintenance of correct and complete records of account showing accurately the financial condition of the Corporation
5.2 Review and report financial statements to the Board of Directors on a monthly basis
5.3 Account for and place in safekeeping all notes, securities and other assets coming into the possession of the Corporation
5.4 Assist Executive Director in Furnishing a statement of the financial condition of the Corporation whenever requested by the Board of Directors or the President
5.5 Perform such other duties as the Board of Directors or President may prescribe
5.6 The treasurer shall serve as chair of the Finance Committee.
Section 6. The Executive Director of the Corporation may not serve as an Officer of the Corporation.
ARTICLE XII: STANDING COMMITTEES OF THE BOARD OF DIRECTORS
Section 1. Standing Committees of the Board of Directors shall include, but not be limited to, the following: Executive Committee; Resource Development Committee; Program and Services Committee; Governance Committee; and Finance Committee. The membership and responsibilities of each Standing Committee are as follows:
1.1 The Executive Committee shall be chaired by the President of the Corporation and shall consist of the officers of the Corporation. The Executive Committee shall meet once per month, or with such other frequency as the President prescribes. The Board of Directors has delegated to the Executive Committee the authority to act on behalf of the full Board of Directors in making decisions about IYG’s day-to-day operations and other routine matters. The delegation of this decision-making authority will be in force until such time as the full Board of Directors rescinds it by a simple majority vote. The authority delegated to the Executive Committee does not include exceptional matters requiring a decision by the full Board of Directors, i.e., decisions that would fundamentally or significantly affect IYG’s mission, programs, finances, personnel and/or operations. The Committee’s responsibilities shall include, but not be limited to the following:
1.1.1 Develop the agenda for the Board of Directors meetings
1.1.2 Conduct annual performance review of the Executive Director
1.1.3 Oversee and ensure implementation of annual strategic planning process and/or programmatic goals
1.2 The Resource Development Committee shall consist of at least two (2) Directors and shall be chaired by one of the Directors or a Director Emeritus, as elected by the committee. Non-Directors from the community-at-large may also be non-voting members of the Committee at the discretion of the Chairperson and as needed. Membership on the Committee shall be for a period of one year from the date of election by the Board of Directors. The Committee shall meet bi-monthly. The Committee’s responsibilities shall include but not be limited to the following:
1.2.1 Develop and implement an annual fundraising plan
1.2.2 Develop and implement special fundraising events
1.2.3 Assist the Executive Director in writing grant proposals
1.2.4Raise awareness of the community at large on LGBT issues.
1.2.5Develop and implement an annual public relations plan.
1.3 The Program and Services Committee shall consist of at least two (2) Directors and shall be chaired by one of the Directors or a Director Emeritus, as elected by the committee. Community members may also serve on the committee in a non-voting capacity. Membership on the committee shall be for a period of one year from the date of election by the Board of Directors. The committee shall meet no less than six (6) times annually. The committee's responsibilities shall include but not be limited to the following:
1.3.1 Propose new and revised policies and guidelines related to the provision of programs and services.
1.3.2 Research and investigate feedback mechanisms for program improvement.
1.3.3 Review and interpret data collected regarding provision of programs and services.
1.3.4 Explore and propose the need for new programs and services.
1.3.5 The committee encourages and seeks opportunities to network and collaborate with outside service providers.
1.3.6 Review research-based programs and services that serve as a national model.
1.3.7 Recommend specialized information and training on LGBT issues to youth and the local and national knowledge base.
1.4 The Governance Committee shall consist of at least two (2) Directors and shall be chaired by one of the Directors or a Director Emeritus, as elected by the committee. Membership on the committee shall be for a period of one year from the date of election by the Board of Directors. The committee shall meet at least quarterly for ongoing review and recommendations to enhance the quality and future viability of the Board of Directors. The committee’s responsibilities include but are not limited to the following:
1.4.1 Conduct an annual assessment of the Board of Directors performance and recommend changes to address any identified weakness.
1.4.2 Conduct an annual assessment of individual director skills and interest in the board to identify gaps and recommend to the board committee assignments.
1.4.3 Using the skills assessment develop a pool of applicants for the Board of Directors.
1.4.4 Nominate board members for election.
1.4.5 Develop and periodically review a plan for orientation as officers of the board.
1.4.6 Articulate for full board adoption the statement of Director’s roles and areas of responsibility.
1.4.7 Develop and annually review the board’s practices regarding participation, conflict of interest, and confidentiality. Suggest improvements as needed.
1.4.8 Implement any strategic plan agenda items that address governance, organization of the board or board practice.
1.4.9 Design and implement an ongoing program of board information and education.
1.5 The Finance Committee shall consist of at least two (2) Directors and shall be chaired by the Treasurer. The committee shall meet no less than four (4) times annually.
The committee's responsibilities shall include but not be limited to the
following:
1.5.1 Responsible for reviewing/updating financial policies.
1.5.2 Responsible for securing an annual independent audit orreview.
1.5.3 Assist in the preparation of the budget.
1.5.4 Review financial statements
ARTICLE XIII: AMENDMENTS TO THE BYLAWS OF THE CORPORATION
Section 1. These bylaws may be altered, amended or repealed and new bylaws may be adopted by a simple majority of the Board of Directors. Changes to the bylaws may be made at any regular meeting or at any special meeting. Proposed changes to the bylaws shall be provided in writing to Directors at least ten (10) days prior to the meeting along with notification of the meeting.
ARTICLE XIV: LIABILITY OF DIRECTORS
Section 1. IYG shall indemnify, to the fullest extent permitted by the laws of the State of Indiana, any board member, officer or former board member or officer of IYG as well as the then-employed Executive Director against expenses actually and necessarily incurred by him or her, including attorneys' fees, judgments, fines and amounts paid in settlements, in connection with the defense of any claim, action, suit or proceeding in which he or she is made a party by reason of being or having been a board member or officer of IYG, except in relation to matters as to which he or she shall be adjudged in such claim, action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty.
Section 2. Any board member or former board member against whom any claim, action, suit or proceeding is made or brought by reason of his or her being or having been a board member or officer of IYG shall notify the Board of Directors of such claim, action, suit or proceeding not later than ten (10) days after his or her receipt of notice of such claim, action, suit or proceeding. Failure to provide this notice may, at the option of the Board of Directors, result in waiver of the right to indemnification under this Article.
Section 3. Advances against reasonable expenses may be made by IYG on terms fixed by the Board of Directors subject to an obligation to repay if indemnification proves unwarranted.
Section 4. Indemnification under this Article shall not be deemed exclusive of any other rights to which such board member or officer may be entitled as established by these Bylaws or by the Board of Directors acting pursuant to these Bylaws, as they presently exist or hereafter may be amended, including rights under any insurance policy that may be purchased by IYG.
ARTICLE XV: USE OF CORPORATE ASSETS
Section 1. No part of the net earnings of the organization shall insure to the benefit of, or be distributable to its members, Directors, trustees, officers or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered to and make payments and distributions in furtherance of the purposes set forth in Article III hereof.
ARTICLE XVI: LEGISLATIVE AND POLITICAL ACTIVITY
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.
ARTICLE XVII: DISSOLUTION OF THE CORPORATION
Section 1. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
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