Article I Name, Location and Purpose
Section 1.1 Name. The name of this Corporation is International Society of Glass Beadmakers, Inc. It will be referred to herein as ISGB, or the Corporation.
Section 1.2 Principal Office. The principal office of the Corporation shall be located in the City of Columbus, Franklin County, Ohio, USA, or where the Board designates from time to time.
Section 1.3 Purpose. This Corporation is organized and is to be operated as a non-profit organization exclusively as a tax-exempt organization under section 501(c) (3) of the Internal Revenue Code of 1986, as amended, to specifically accomplish the following objectives:
Section 1.3.1 – To preserve the rich and diverse traditions of the art of glass, glassworking techniques and complementary artistic mediums.
Section 1.3.2 – To promote educational initiatives on historical and contemporary techniques and trends, including establishing best practices for education and studio safety.
Section 1.3.3 – To establish programs which promote the art and appreciation of glass beads, beadmaking, glass art and glassworking to the general public, as well as among collectors, potential collectors, museums, the arts community, and educational facilities.
Section 1.3.4 – To institute communications, networking support, and professional development among glass artists and artists in complementary mediums throughout the world.
Article II Membership
Section 2.1 Membership. Membership in the ISGB shall be open on a non-discriminatory basis to all individuals and groups who are interested in supporting contemporary glass beadmaking, glass art and complementary mediums, who pay dues at rates established by the Board of Directors (“Board”), and who abide by the rules and regulations of the Corporation. Membership is not limited by race, color, creed, gender, national origin or sexual orientation.
Section 2.2 Levels of Membership. Levels of Membership shall be established by the Board, and reviewed from time to time. The Board of Directors shall determine and set forth in the Standing Rules, as defined in Article XIII, Section 13.1.2, the qualifications, dues, terms, and other conditions of each Level of Membership. Levels of Membership shall include, but not be limited to, individual and corporate categories.
Section 2.2.1 – All Members in Good Standing, 18 years and older, shall be eligible to hold positions on the Board so long as there are no legal impediments to their fulfilling the duties of Directors and Officers and exercising the standard of care required under the Ohio Revised Code, Title XVII, Chapter 1702, Section 1702.30 (B) or this Code of Regulations.
Section 2.2.2 – All Members in Good Standing shall be entitled to at least a newsletter, access to a website, reduced registration fees at the annual Gathering and use of a logo to signify membership in the Corporation.
126.96.36.199 – Use of the logo on products will be determined by the Board of Directors.
Section 2.3 Voting. Each Membership in Good Standing, as defined in Article XIII, Section 13.1.2, shall be entitled to one vote in all general and special elections submitted for a vote of the Members, so long as the Membership is in effect a minimum of one week prior to the opening of the voting process. Voting may occur via written mail, electronic mail, fax, or other electronic or manual means as designated by the Board prior to said election. Voting by proxy is not permitted.
Section 2.4 Membership Meetings. Meetings shall be in accordance with Article VII, Section 7.1.
Section 2.5 Submissions to the Board for Action. Any Member shall have the right to submit an issue or concern, including those pertaining to the conduct of a fellow member, to the Board for consideration at the next Board Meeting. The item can be added to the Board’s agenda by presenting the matter to any Board member or to the Board’s administrative staff who shall submit the item to the Board for inclusion on the next Board agenda as New Business. Under no circumstances shall initial consideration of the matter be delayed beyond the Board meeting immediately following the first meeting subsequent to the date of submission.
Section 2.6 Resignation. Membership in the ISGB is considered continual while all dues are paid and the Member is in Good Standing, unless the Member declares in writing his intention to resign or is terminated. Resignation shall not relieve the Member of any accrued and/or unpaid obligations of that Member to the ISGB.
Section 2.7 Dues. All Members, except honorary or complimentary members, shall pay annual dues. The amount, method of payment, applicable fees and all other details regarding dues will be determined by the Board from time to time, and will be announced to the Membership prior to September 1 of the year the dues change will go into effect.
Section 2.7.1 – Lifetime Membership shall be available at a fee set by the Board of Directors and reviewed from time to time.
Section 2.7.2 – From time to time, the Board may create variances from the established dues structure.
Article III Chapters
Section 3.1 Chapters. The Board will establish criteria from time to time to recognize local groups as ISGB Chapters. The Board may establish rules that further govern the relationship between the ISGB and the local Chapter.
Section 3.1.1 Recognition – A local glass group that pursues interests congruent with the mission statement of the ISGB may be recognized by the ISGB Board as a Chapter once it has the following characteristics and has submitted proof thereof to the Board:
188.8.131.52 – A minimum of five (5) members.
184.108.40.206 – An elected board of at least three members, all of whom are current ISGB Members in Good Standing.
220.127.116.11 – Written bylaws that agree with the ISGB’s purposes as specified in Section 1.3 above and are not in conflict with this Code of Regulations.
18.104.22.168 – A current active bank account.
Section 3.1.2 Duties, Responsibilities and Privileges – Local Chapters recognized by the ISGB shall have the following duties, responsibilities and privileges:
22.214.171.124 – May have ISGB Members and non-ISGB members.
126.96.36.199 – Shall name a contact person who will communicate with the Board and any other ISGB official as required by the Board.
188.8.131.52 – Must annually send a complete membership list including, unless prohibited by domestic or foreign law, names, addresses, and membership status to the Director of Membership and to the national office of the ISGB.
184.108.40.206 – Shall be financially independent of the ISGB.
220.127.116.11 – Shall pay all local, state, and federal taxes as required by law.
18.104.22.168 – Shall be eligible to receive such start-up funding as designated by the Board.
22.214.171.124 – Shall be allowed to use the ISGB’s newsletter and website to announce Chapter sponsored events.
126.96.36.199 – Shall be eligible for all Chapter benefits as defined by the Board.
188.8.131.52 – Shall not be required to provide funding to the ISGB.
184.108.40.206 – Should a Chapter desire to be a nonprofit corporation, it shall be responsible to properly register according to the laws in its State of incorporation and to the rules for tax-exempt status in the Internal Revenue Code 501(c) (3), provided, however, that the Chapter shall not claim 501(c) (3) status as a passthrough entity by virtue of its status as a Chapter of the ISGB.
220.127.116.11 – Should a Chapter dissolve, the contact person must immediately notify the ISGB Director of Membership of such dissolution.
Article IV Board of Directors including Directors at Large.
Section 4.1 Directors. The business and property of the Corporation shall be managed and controlled by a Board of Directors, also referred to herein as the Board. The Board of Directors shall consist of a minimum of nine (9) Directors. The Board of Directors shall consist of those elected to the Board by the Membership and those appointed to fill any vacancies during their terms of office, to include a Chairman, Chair-elect, when there is one, four Directors at Large, and a minimum of five (5) other directors. The Board may determine from time to time the need for certain expertise on the Board, and may appoint a person possessing such expertise as a non-voting advisor to the Board.
Section 4.2 Terms of Office. Elected Directors of the Board shall serve a term of two (2) years commencing with September 1 of the year in which the election is held. Newly elected Directors shall be invited to participate ex officio in any Board meetings that shall occur between their election and the commencement of their term of office but shall not vote on any matter before the Board until their term of office has begun.
Section 4.2.1 Term Limits – There are no term limits for Directors except for the Chairman who shall be limited to two consecutive two-year terms.
Section 4.2.2 Election – Elected Directors are determined by a majority of votes cast by ISGB Members in Good Standing, and shall be elected from among those persons nominated as candidates for Director during the election process. The nominations shall be made according to Article XV, Section 15.2.2.
Section 4.3 Vacancies. Any vacancy on the Board of Directors shall be announced to the Membership by the Nominating Committee, which will seek nominations from Members for a period of time not less than thirty (30) days. The Nominating Committee will present uniform information about the nominees to the Board, which will appoint one of the nominees by vote of the majority of the Board of Directors. Should the vacancy occur within sixty (60) days before an election, the Board may elect to leave the seat vacant until the election occurs.
Board positions filled by appointment will be considered open positions in the next election even if the regular term of the office has not expired. The appointees holding office will be eligible to run in said election, and, if elected, will serve until the expiration date of the originally vacated seat. The person elected to fill the vacated seat shall fill the position immediately upon election.
Section 4.4 Duties of the Directors. The Board of Directors shall have the control and general management of the affairs, property, and business of the Corporation. Such Directors shall in all cases act as a Board, regularly convened by a majority. The Directors may adopt such rules and regulations, called Bylaws of the Board of Directors, for their own government, that are not inconsistent with this Code of Regulations, the Articles of Incorporation, and the laws of the State of Ohio.
Section 4.4.1 Chairman of the Board, title of the President – The Chairman of the Board presides at all meetings of the Board of Directors. The Chairman shall develop an agenda for all Board meetings and shall cause to be called regular and special meetings of the Directors in accordance with this Code of Regulations.
Section 4.4.2 Director of Organizational Support, title of the elected Vice President – The Director of
Organizational Support shall serve as Vice President of the Corporation and shall have such powers as the
Board of Directors may determine and shall perform such duties as may be assigned by the Board of Directors. The Director of Organizational Support shall oversee the development of fundraising programs and The Gathering. The Director of Organizational Support will perform the duties of Chairman in the absence of the Chairman and the Chair-Elect, as provided in Section 5.4.3.
Section 4.4.3 Director of Finance, title of the elected Treasurer – The Director of Finance shall serve as Treasurer of the Corporation and shall have such powers as the Board of Directors may determine and shall perform such duties as may be assigned by the Board of Directors. The Director of Finance shall be responsible to the Board for overseeing the Treasury of the ISGB and for directing the collection, depositing, disbursement, and accounting for all moneys of the Corporation. The Director of Finance shall submit a written report for scheduled Board meetings, as well as any business meetings conducted by the Corporation. The Director of Finance shall oversee the development of a yearly budget and shall confer on decisions regarding Scholarships. The Director of Finance may choose to establish a Finance Committee.
18.104.22.168. Assistant Director of Finance, title of the Treasurer Elect– The Assistant Director of Finance shall assist the Treasurer of the Corporation and shall have such powers as the Board of Directors may determine and shall perform such duties as may be assigned by the Board of Directors. The Assistant Treasurer will perform the functions of the treasurer when the treasurer is unavailable.
Section 4.4.4 Director of Membership, title of the elected Secretary – The Director of Membership shall serve as Secretary of the Corporation and shall have such powers as the Board of Directors may determine and shall perform such duties as may be assigned by the Board of Directors. The Director of Membership shall liase with the Directors at Large, assist in new Chapter development, and shall oversee all elections conducted by the Corporation. The Director of Membership shall also perform the duties of Secretary at all meetings of the Board and any business meetings of the Corporation.
Section 4.4.5 Director of Education – The Director of Education shall have such powers as the Board of
Directors may determine and shall perform such duties as may be assigned by the Board of Directors. The
Director of Education shall oversee the educational programs of the Corporation, such as the Instructors’ Seminar and webinars and shall be charged with researching avenues to extend educational opportunities for ISGB Members. In conjunction with other Board members as appropriate the Director of Education shall oversee Scholarships. The Director of Education may choose to establish an Education Committee.
Section 4.4.6 Director of Communications and Marketing– The Director of Communications and Marketing shall have such powers as the Board of Directors may determine and shall perform such duties as may be assigned by the Board of Directors. The Director of Communications and Marketing shall oversee the Resource Directory, the website, the newsletter and other publications of the ISGB, marketing and outreach programs, and the production of marketing materials for the Corporation.
Section 4.4.7 Directors at Large - The Directors at Large shall serve on the Board of Directors, will have full voting rights, may chair committees and have other responsibilities as Directors, as allowed by this Code of Regulations and directed by the Board. Other duties and special projects may be assigned as needed by the Board.
Section 4.5 Quorum. At all meetings of the Board of Directors, a majority of the voting Directors shall constitute a quorum necessary for the transaction of business. If at any time there is less than a quorum present, a meeting may still be held; however, all voting must be tabled until the next meeting when a quorum can be assembled. If at any time there is less than the quorum present, a majority of those present may adjourn the meeting without further notice to any absent Director. Recusal or abstention from a vote by a Director shall have no bearing on the determination of a Quorum.
Section 4.6 Voting. At all meetings of the Board of Directors, each Director, shall have one vote. All questions, the determination of which is not specifically regulated by statute, shall be decided by a majority vote, but not fewer than four (4) votes of the total number of voting Directors present at a meeting where a quorum was constituted. Voting may take place by voice vote of those present at a meeting, whether present or via teleconference, or by such other means specified by the Board in advance of the vote, and in accordance with the laws of the State of Ohio, including voting by authorized communications equipment. In the event of a conflict of interest or a potential conflict of interest, any such Director shall notify the Board of such conflict or potential conflict and may recuse himself or herself from the vote. Voting by proxy is not permitted. Any action which may be taken at a meeting of the Directors may be taken without a meeting, if the Directors who would be entitled to vote at a meeting for such purpose consent and such consent is filed with the Secretary of the Corporation.
Section 4.7 Compensation and Expenses. Directors shall not receive any compensation for their services as
Board members. The Board of Directors shall have the power, in its discretion, to contract for and pay
Directors rendering any services beyond the services of a Director as described in Section 4.4 to the Corporation. All compensation authorized under this Section shall be reasonable and appropriate to the value of the services and shall be approved by disinterested Directors. The Directors may be reimbursed for all expenses incurred in the conduct of their business as Directors. Such reimbursement will be subject to approval by the Treasurer, and may be approved or partially approved based on usual and customary reimbursements for the requests made.
Section 4.8 Powers. All corporate powers, except such as are otherwise provided for in this Code of Regulations, the Articles of Incorporation, or in the laws of the State of Ohio, shall be and are hereby vested in and shall be exercised by the Board of Directors.
Article V Officers of the Corporation
Section 5.1 Officers. The Officers of the Corporation shall be the President, the Vice-President, Treasurer and Secretary. To coincide with the last year of the President’s term, a President-elect will be elected by the membership from duly nominated candidates and shall serve as an officer of the Corporation during the term of his or her tenure as President-Elect. For the purposes of this Code of Regulations, the term “President” and all combinations thereof shall be interchangeable with the term “Chairman” and all combinations thereof.
Section 5.2 Terms of Office. All Officers, except the President-Elect, Immediate Past President, and Treasurer Elect shall hold office for a term of two years, commencing September 1 in the year of their election, or until removed as provided in Article XVII below. The President-Elect will be a one-year term, filled to coincide with the last year of the term of the President. Immediately following the term as President, the President will take the office of Immediate Past President, and will hold this ex-officio nonvoting position for a one (1) year term. The Treasurer –Elect will be a one-year term, filled to coincide with the last year of the term of the Treasurer.
Section 5.2.1 Term Limits – There are no term limits for officers except for the President who is limited to two consecutive two-year terms, as is provided in Section 4.2.1.
22.214.171.124 – Should the President choose to serve a second two-year term, this decision must be made known to the Nominating Committee prior to the announcement of the opening of nominations for the position of President-Elect. If said announcement is not made within the aforesaid time, the President shall be deemed to have forfeited his or her right to run for a second term.
Section 5.3 Vacancies. Any vacancy in the Officers will be announced to the Membership by the Nominating
Committee, which will seek nominations from Members for a period of time not to be less than 30 days. The Nominating Committee will present uniform information on the nominees to the Board, which will appoint one of the nominees by vote of the majority of the Board of Directors. Should the vacancy occur within sixty (60) days before an election, the Board may elect to leave the seat vacant until the election occurs.
Section 5.3.1 – Officer positions filled by appointment will be considered open positions in the next election, even if the regular term of the office is not expired. The appointees holding office will be eligible to run in said election, and, if elected, will serve until the expiration date of the originally vacated seat. The person elected to fill the vacated seat shall fill the position immediately upon election.
Section 5.4 Authority. All officers shall have such authority and perform such duties as are described herein.
Section 5.4.1 President – The President shall have and exercise general charge and supervision of the affairs of the Corporation and shall sign letters or documents necessary to carry out the will of the Corporation. The President, as Chairman, shall cause to be called regular and special meetings of the Directors in accordance with this Code of Regulations. The President presides as Chairman of the Board at all meetings of the Board of Directors and at any business meetings called of the Membership.
Section 5.4.2 President-Elect – At the request of the President, or in the event of the absence or disability of the President, the President-Elect shall perform the duties and possess and exercise the powers of the President, and, to the extent authorized by law, the President-Elect shall have such other powers as the Board of Directors may determine, and shall perform such other duties as may be assigned to the President- Elect by the Board of Directors.
Section 5.4.3 Vice-President – At the request of the President, or in the event of the absence or disability of the President and the President-Elect, the Vice-President shall perform the duties and possess and exercise the powers of the President, and, to the extent authorized by law, the Vice-President shall have such other powers as the Board of Directors may determine, and shall perform such other duties as may be assigned to the Vice-President by the Board of Directors. The Vice-President shall also hold the position of Director of Organizational Support on the Board of Directors.
Section 5.4.4 Secretary – The Secretary shall oversee the preparation and the preservation of the records of the Corporation, the minutes of the proceedings of all meetings, all governing policies and official documents, and shall cause any such documents to be made available to the Membership and/or public as is required by law, the Articles of Incorporation, or this Code of Regulations. An archive of the minutes of the Corporation shall be made available to the Membership without a specific request through means such as posting to a section of the website set aside for these purposes. Specific means of delivery to specific members shall be by request only. Nothing in this section shall preclude effective delivery or availability of the minutes of the Corporation by any means that may be available now or in the future. Financial information, with the exception of that required by law to be made public, shall not be required to be posted to any website nor sent by any electronic means but shall be made available to any Member upon request. Minutes of meetings shall record, at a minimum, the agenda, those items in the agenda actually addressed during the meeting, a synopsis of the discussion concerning each agenda item, a recording of the vote by each Director on any matter for which a vote was taken, and the final disposition of each agenda item acted upon. Any items not on the agenda that were discussed or acted upon during the meeting shall also be recorded in the same manner as for agenda items. The Secretary shall oversee the giving of all notices required by statute, this Code of Regulations, or resolutions of the Board. The Secretary may sign in the name and on behalf of the Corporation, any contracts or agreements authorized by the Board of Directors. The Secretary shall also hold the position of Secretary on the Board of Directors and serve as Director of Membership and perform the duties of that office as described in Section 4.4.4.
126.96.36.199 – The Secretary shall have the agenda for any regularly scheduled meeting of the Board of Directors made available to Members by posting on an ISGB website maintained for that purpose no fewer than seven (7) days before such a meeting.
188.8.131.52 – The Secretary shall make the minutes of any meeting of the Board and the minutes of any committee available to Members, by posting on an ISGB website maintained for that purpose, as soon as practicable after approved by the Board.
Section 5.4.5 Treasurer – The Treasurer shall perform the duties incidental to the Office of Treasurer, subject to the control of the Board of Directors. The Treasurer shall oversee the custody of all corporate funds and securities, shall oversee the books belonging to the Corporation, and shall obtain and keep full and accurate accounts of all receipts and disbursements. The Corporation shall obtain and keep in force a bond in form and amount, as approved by the Board, to insure faithful performance of the duties of this office. At the end of his or her term as Treasurer, he or she shall restore to the Corporation all books, papers, vouchers, money, and property of whatever kind in the Treasurer's possession or under the Treasurer's control belonging to the Corporation. The Treasurer shall also hold the position of Director of Finance on the Board of Directors.
184.108.40.206 Treasurer – Elect - At the request of the Treasurer, or in the event of the absence or disability of the Treasurer, the Treasurer-Elect shall perform the duties and possess and exercise the powers of the Treasurer, and, to the extent authorized by law, the Treasurer-Elect shall have such other powers as the Board of Directors may determine, and shall perform such other duties as may be assigned to the Treasurer- Elect by the Board of Directors.
Article VI Executive Director
Section 6.1 Executive Director. The Board of Directors may, at its sole discretion, hire or contract for one or more individuals to perform administrative assistance in the management of the Corporation, including day-to-day operations as well as planning, budgeting, and implementation of such other policies and programs as the Board of Directors may determine. The Board of Directors shall require reports from any such person or service prepared for consideration at every regularly scheduled Board meeting (and otherwise as the Board may require) for the purpose of assisting in the administration of the Corporation. The Executive Director as a volunteer, contractor, or an employee of the Corporation may not serve on or have any vote on the Board of Directors, but shall attend Board meetings as required by the Board.
Article VII Meetings
Section 7.1 Annual Meeting of the Members. The annual meeting of the Membership shall be held each year at such date and time as shall be set by the Board, such time and place usually being at the annual Gathering of the ISGB. If the annual Gathering is not held for any reason, the annual meeting of the Members shall be held at another venue as set by the Board. Any lawful business of the Corporation that does not violate provisions set forth in this Code of Regulations or the Articles of Incorporation may be conducted at this meeting.
Section 7.1.1 Submitting Topics – Members are encouraged to submit topics for discussion to the Board twenty-one (21) days before the meeting date to insure placement on the agenda and to be guaranteed an opportunity to speak should they so desire. At least seven (7) days prior to the Membership Meeting the Secretary shall make the agenda available to the Membership as specified in 220.127.116.11 above and shall notify members of the format of the meeting. A Member familiar with parliamentary procedure will be designated to assist any Member or Members in making motions pursuant to the rules of order specified in Section 7.7 below.
Section 7.1.2 New Business – At this meeting, any Member in Good Standing present may bring new business.
Section 7.1.3 Voting –If a majority of the Members present at the Annual Meeting votes to have the Board review the New Business brought to the Board pursuant to 7.1.2 above, the Board shall advise the Members present as to the estimated time it will take the Board, based on the magnitude of the New Business and the research required, to conduct such review. Within that time period established by the Board, the Board will either (1), approve the New Business item and take appropriate action to implement the item or (2), reject the New Business and advise the Members of that final decision and the Board's rationale for making that decision.
Section 7.1.4 Code Revisions – Any business that would require revision of this Code of Regulations brought before the Board at the Members Meeting and ratified by a majority vote of the Members present shall be submitted for evaluation of the legality of the revision, and if found to be legally sound shall be brought before the Membership for a vote within ninety (90) days of the date of the Member Meeting, as provided in Article 18. If the Board has reviewed the Code revision, the result of that review may be included in the list of pro and con rationale sent to each Member for consideration.
Section 7.2 Regular Meetings of the Board. Regular meetings of the Board of Directors shall be held at least twice a year. The number of meetings, times and means shall be determined by the Board of Directors, one such time and place being during, or on the days immediately preceding, the annual Gathering of the ISGB. If the annual Gathering is not held for any reason, a regular meeting of the Board of Directors shall be held in conjunction with the annual meeting of the Membership at the same venue. Any Member in Good Standing may attend such a meeting of the Board, at his or her own expense, either physically or through the use of electronic media as available, as an observer, but may not participate in the business of the Board except at the discretion of the Board.
Section 7.3 Special Meetings of the Board. Special meetings of the Board of Directors may be called by the Chairman, or by the Chairman-Elect or Vice-President acting in the capacity of Chairman, and must be called by them on the written request of at least one-third (1/3) of the Directors.
Section 7.4 Notice of Meetings of the Board. Written notice of all regular meetings of the Board of Directors, except as herein otherwise provided, shall be given to the members of the Board of Directors by such means or combination of means chosen by the Board and consistent with the laws of the State of Ohio, including mail, email, fax, or other delivery service, such notice being transmitted or in the case of regular mail, post-marked at least 7 days before the meeting to the address of record of each Director, but such notice may be waived by any Director in writing. Attendance at any meeting of the Board shall be a waiver of notice thereof.
Section 7.4.1 – This same notice, by the same means, shall be provided to any Member in Good Standing who has expressed interest in attending such a meeting as provided for in Section 7.2.
Section 7.4.2 – Special Meetings of the Board, due to their irregular occurrence and possible urgency, shall have notice given to the members of the Board and any other person required for such a meeting, at least forty-eight (48) hours in advance of said meeting. Such notice shall be given by any communication means or combination of means that can be received by each Director and persons required for such a meeting.
Section 7.5 Chairman. At all meetings of the Board of Directors or the Members, the Chairman, ChairmanElect, or Vice-President acting in the capacity of Chairman shall preside. In their absence, a chairman selected by the Directors present, shall preside.
Section 7.6 Place and Means of Meeting. All meetings may be held within or without the home state of the Corporation. Meetings of the Board of Directors or any Board-appointed committee may take place via authorized communications equipment, provided that all participants have the capability to communicate with the other meeting participants via such means.
Section 7.7 Rules of Order. Unless otherwise established by the Board of Directors and approved by a vote of the Membership all meetings shall be governed by the rules of order defined in “The Standard Code of Parliamentary Procedure” by Alice Sturgis, 4th Edition or later.
Article VIII Committees
Section 8.1 Committees. The Board of Directors shall have the power to appoint committees to exercise such powers as are specifically delegated by resolution of the Board. All such committees shall have the power to establish written rules and regulations for the conduct of their business, consistent with the laws of the State of Ohio, the Articles of Incorporation, and this Code of Regulations, and shall keep written records of their meetings which shall be maintained by the Corporation. The Nominating Committee shall be a Standing together with any other committees designated by the Board from time to time. Ad hoc committees may be created by the Board from time to time to address specific concerns or issues.
Section 8.2 Appointment. Board appointed committees shall consist of two or more Members. The
Chairperson of any Standing Committees must be Directors on the Board and appointed by the Board. The Board shall appoint Chairs of ad hoc committees from the ISGB Membership and each such committee shall have, as a committee member or advisor, the Director under which the committee is organized. The committee Chair shall oversee the general function of the committee and shall be responsible for reporting its activities and the activities of any included Sub-Committees to the Board.
Section 8.3 Nominating Committee. The Nominating Committee shall be chaired by the Director of Membership; provided, however, that should the Director of Membership desire to run for re-election or for any other ISGB office, the President, with the approval of the Board, shall appoint a substitute chair of the Nominating Committee. The Nominating Committee shall consist of a former Board member and three Members elected by the Members from the Membership during the annual election.
The Committee members will serve for two years, from September 1 of year one to August 30 of year two. The function of this committee shall be to solicit and accept nominations from the Membership as provided in Section 16.2.2, and to also identify and nominate other candidates for all elected offices as needed. The Nominating Committee shall be responsible to hold general elections, except that members of the Nominating Committee may neither receive nor tally any votes, as specified in Section 18.104.22.168. No member of the Nominating Committee shall be nominated or be a candidate for any office in an election for which they are serving as a member of the Nominating Committee. The Nominating Committee is expressly prohibited from denying a place on the ballot for any duly nominated eligible Member.
Section 8.4 Other Committees. Ad hoc committees, and their respective Chairs, may be appointed by the Chairman of the Board with concurrence of the Board of Directors for such tasks as circumstances warrant. Such committees shall limit their activities to the accomplishment of the particular tasks for which they are created. Upon completion of its assigned task, each such committee shall stand discharged.
Article IX Contracts, Checks, Deposits and Funds
Section 9.1 Contracts. The Board of Directors, except as this Code of Regulations provides, may authorize any Officer, agent, or employee of the Corporation to enter into contracts or execute and deliver any instrument in the name of the Corporation, and such authority may be general or confined to a specific instance. Unless so authorized by the Board of Directors, 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 render it monetarily liable for any purpose or any amount.
Section 9.2 Bills, Notes, etc. All bills payable, notes, checks, or other negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed in accordance with resolutions duly adopted by the Corporation. No officer or director, either singly or jointly with others, shall have the power to make any bills payable, notes, checks, drafts, warrants, or other negotiable instruments or endorse the same in the name of the Corporation, except as herein expressly prescribed and provided. The Directors, by resolution, may authorize any employee of the Corporation to sign corporate checks.
Article X Fiscal Year
Section 10.1 Fiscal Year. The fiscal year of the Corporation shall begin on January 1st and end on December 31st.
Article XI Prohibition Against Sharing in Corporate Earnings
Section 11.1 Prohibition Against Sharing in Corporate Earnings. No Director, Officer, Member, employee of the Corporation, or member of a committee of or person connected with the Corporation, or any other private individual shall receive, at any time, pecuniary profit from the operations of the Corporation (except for compensation for services rendered or consideration for goods sold as permitted by this Code of Regulations) or any of the net earnings of the Corporation, and no such person shall be entitled to share in the distribution of any corporate assets upon the dissolution of the Corporation. The Directors shall be deemed to have expressly consented and agreed that, upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all of the debts have been satisfied, then remaining in the control of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over, as provided for in the Articles of Incorporation, in such amounts as may be determined by the Board of Directors or by a court of competent jurisdiction upon application of the Board of Directors.
Article XII Investments
Section 12.1 Investments. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner and to invest and reinvest any funds held by it according to the judgment of the Board of Directors, without being restricted to a class of investments.
Article XIII Books and Records
Section 13.1 Books and Records. There shall be kept correct and complete books and records of accounts and minutes of the proceedings of the Corporation’s Board of Directors. English shall be the language utilized for the Corporation's transactions, records, books and governing documents. Minutes of all Board meetings shall be made available to the Membership through means such as posting to a members-only area of the web site, a printed copy, a copy sent via email, and publication in the newsletter of the Corporation or by several such means simultaneously. Specific means of delivery to specific Members shall be by request only. Nothing in this Section shall preclude effective delivery or availability of the documents and the minutes of the Corporation by any means that may be available now or in the future. Financial information, with the exception of that required by law to be made public, shall not be required to be posted to any web site nor sent by any electronic means.
Section 13.1.1 Definition Rules – In the documents of the Corporation the following definition rules shall be used.
22.214.171.124 – Required definitions may be provided for terms used within the document. Where such a definition is provided, that definition controls.
126.96.36.199 – Where a required term is not defined in the document, the definition provided by “Webster’s Third New International Dictionary of the English Language Unabridged” (2002) or later will control except as provided below.
188.8.131.52 – Where a required term is not found as in Section 184.108.40.206 above, the term as defined in “Black’s Law Dictionary”, Eighth Edition (2004) or later will control except as provided below.
220.127.116.11 – Where a required term is defined in both Section 18.104.22.168, Webster’s and Section 22.214.171.124, Black’s, the term in Black’s will control unless it is obvious from the context that Webster’s definition is intended.
126.96.36.199 – Where a required term is defined in neither Webster’s nor Black’s, a definition shall be developed by the Board and included in the document under consideration.
Section 13.1.2 Definitions
188.8.131.52 Member – One having Membership rights and privileges in the ISGB in accordance with this Code of Regulations.
184.108.40.206.1 Member in Good Standing – A Membership that is current with respect to dues and any other financial obligations owed to the ISGB, and who is not the subject of any Board or other legal action to terminate the Membership of that Member. Voting rights are as provided in Section 2.3.
220.127.116.11 Standing Rules – The rules by which this Code of Regulations is implemented on a daily basis.
18.104.22.168 Bylaws of the Board – A document by which the Board of Directors governs itself.
22.214.171.124 Gathering – An annual conference offering educational opportunities and programs to Members and the public at which the annual meeting of the Membership and a meeting of the Board of Directors shall be held.
Article XIV Indemnification
Section 14.1 Right to Indemnification and Payment of Expenses. This Corporation shall indemnify and shall pay the expenses of any person described in, and entitled to indemnification or payment of expenses under, the provisions of Section 1702.12 (E) of the Ohio Revised Code as such section may be altered or amended from time to time and to the full extent permitted thereby.
Section 14.2 Purchase of Insurance. This Corporation may purchase and carry insurance on behalf of any such person as defined in Section 14.1 above against liability asserted against such person or incurred by such person in any such capacity or arising out of his or her status as such, regardless of whether this Corporation would have the power to indemnify him or her against such liability. Recourse shall be made to any such insurance prior to the satisfaction of any claim for the indemnification directly from the assets of the Corporation.
Section 14.3 Rights Not Exclusive. The indemnification provided in this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any governing Articles of Incorporation, this Code of Regulations, any agreement, any insurance purchased by this Corporation, vote of Directors or otherwise, and shall continue as to a person who has ceased to be a Director, officer, employee, or agent and shall inure to the benefit of their heirs, executors and administrators of such person; however, there shall be no duplicate payments by or on behalf of this Corporation.
Article XV Elections
Section 15.1 Elections. Elections shall be held from time to time as required by this Code of Regulations to determine matters placed before the Members for a vote. These include, but are not limited to, such matters as the election of Officers and Directors of the Corporation, amendments to this Code of Regulations, and matters submitted to the Membership by the Board.
Section 15.2 General Election. A general election for vacancies in the Officers and Directors of the Corporation shall be held annually. Other matters to be placed before the Membership may also be included in the general election at the discretion of the Board, or at the request of Members through a petition signed by 20% of the Membership as of January 1 of that year, and presented to the Board of Directors by the second Tuesday in March. Any such petition presented to the Board less than 150 days before the general election shall be included in that election. Should a petition be presented to the Board more than 150 days before said election, a special election shall be held by the ISGB.
Section 15.2.1 Timing – The general election shall be held annually. Nominations shall be opened to the membership no later than the first Friday in March. Nominations shall be announced by the first Friday in April, with voting beginning by the second Friday in April and continuing for fourteen consecutive days. All voting materials shall be made available to Members upon announcement of the nominations.
126.96.36.199 Elections for specific offices shall be staggered in alternate years to allow for continuity on the Board.
Section 15.2.2 Nominations – Each Member eligible to hold elected office in the ISGB pursuant to Section 2.2.1 may be nominated for office upon written nomination by a Member in Good Standing. Each Member eligible to hold elected office in the ISGB may also be nominated for office by a Nominating Committee designated by the Board. The Board or the Nominating Committee may not exclude any duly nominated eligible Member from the ballot and, unless a nominee declines to run for office, all Members so nominated shall appear on the ballot for a vote by the Membership. No member of the Nominating Committee shall be nominated or be a candidate for any office in an election for which they are serving as a member of the Nominating Committee.
188.8.131.52 – Each nominee shall be presented with a questionnaire tailored in part to their desired position to be filled out and returned to the Nominating Committee who shall present all questionnaire responses to the membership without editing or adding comment.
184.108.40.206 – At the close of nominations, the candidates will be announced to the membership. All candidates will be listed on the upcoming ballot. No name may be deleted or added for any reason after the close of nominations. If no one is running for an open position the office shall still be included on the ballot with the notation of ‘no candidate’.
220.127.116.11 – If a nominee is an incumbent for a different ISGB office, notice shall be given of the vacancy of that office and nominations sought for a replacement candidate to be elected in the same election. An incumbent accepting a nomination for a different office shall be deemed to have vacated the office in which he or she is incumbent, effective on the date when the newly elected Officer or Director assumes the position.
18.104.22.168 – No person may be nominated for more than one office at a time. No person may appear on the ballot for more than one office.
22.214.171.124 – Each candidate must run for a specific office. There shall be no nominees for the offices of President, Treasurer, or Immediate Past-President as these positions are filled as a consequence of being nominated for and elected to the office of President-Elect or Treasurer-Elect.
126.96.36.199 Other matters – When bringing forth an issue for vote of the membership, an unbiased explanation shall be made available to the Members to allow better understanding of the issue and the effect the vote will have on the ISG should the issue pass or should it fail.
Section 15.2.3 Voting – Each Membership in Good Standing shall be entitled to one vote in all general and special elections submitted for a vote by the Members. Voting may occur via authorized communications equipment as designated by the Board prior to said election. Voting by proxy is not permitted
188.8.131.52 Write-in Candidates – All candidates for election must be duly nominated and appear on the official ballot. Votes for write-in candidates are prohibited and shall not be counted.
184.108.40.206 Vote Counting – Votes in the general election may not be counted by any Director, Officer, Member, or regular employee of the Corporation. All votes shall be electronically tallied by a secure system and the results then presented to the membership.
220.127.116.11 Disputes – Should any dispute about the results of the general election arise, any candidate for office, with the written petition of at least fifteen (15) Members in Good Standing, may request a recount of votes cast in the election for that office. This request must be submitted within thirty (30) days of the official announcement of the election results. The Board of Directors shall immediately cause all votes cast in the election for that office to be recounted by a different disinterested third party and the results again certified. Challenges shall be limited to one recount. The results of the recount shall be final, binding, and nonappealable.
Section 15.3 Special Elections. Special elections to fill offices in the ISGB or for any other matter that may be brought before the Membership may be called by the Board at any time. The provisions for General Elections, as specified in Section 15.2.2 through Section 15.2.3 shall be followed for Special Elections.
Article XVI Resignation, Removal, and Revocation
Section 16.1 Membership Resignation, Removal, Revocation
Section 16.1.1 Member – Any Member may resign his or her Membership at any time from the ISGB; however, the ISGB will not be responsible to refund the unused portion of the yearly membership fee.
18.104.22.168 – Any Member who resigns from the ISGB shall be entitled to rejoin by paying the annual membership fee and all other applicable fees.
Section 16.1.2 Resignation from an Appointed Position – Any Member may resign from an appointed position by written notice to the Corporation. Such resignation shall be effective upon receipt by the Corporation of said written notice, unless another effective date shall be specified in the notice or unless the Board of Directors shall remove the Member at a date earlier than that specified in the notice.
22.214.171.124 – Any Member who resigns from an appointed position shall not be allowed to resume that position unless approved by the Board.
Section 16.1.3 Resignation of an Officer or Director – Any Officer or Director may resign from office at any time by written notice to the Board. Such resignation shall be effective upon receipt by the Board of said written notice, unless another effective date shall be specified in the notice or unless the Board of Directors shall remove an Officer or Director at a date earlier than that specified in the notice.
126.96.36.199 – Any Officer or Director who resigns from office shall be barred from running for any office of ISGB for two (2) years from the date of resignation unless approved by the Board.
Section 16.2.1 Member – Any Member may be removed from Membership in the ISGB by vote of a majority of the Board of Directors for the following reasons: unpaid dues, financial obligations not being paid within the time constraints set by the Board, violation of the ISGB's rules and regulations, or other conduct that, as determined by the Board, threatens the well-being the Corporation or its Members.
188.8.131.52 – Members may present allegations to the Board for the removal of any Member as provided for in Section 2.5.1.
184.108.40.206 – Members of the ISGB may also petition the Board for removal of a Member by presenting the matter before the Board in a petition, as provided for in Section 2.5.3.
220.127.116.11 – Any Member whose Membership has been removed may apply to the Board of Directors for reinstatement.
Section 16.2.2 Appointed Position – A Member in an appointed position may be removed from office for cause by the Board Member under whom that position operates. Such cause shall include, but not be limited to, nonattendance at committee meetings and negligence in performing the duties assigned to said appointed position.
18.104.22.168 – Any member in an appointed position who is removed from his or her position may be reinstated only by vote of the Board.
Section 16.2.3 Officer or Director – Any Officer or Director may be removed for cause by a majority vote of the Directors then serving.
22.214.171.124 – Members may present allegations of wrongdoing to the Board for the removal of any Officer or Director. The affected member shall be recused from all ensuing discussions of the allegations. The Board shall then investigate such allegations and, if affirmed, take appropriate action. The Board shall also inform the complaining Member or Members of the results of the investigation.
126.96.36.199 – Members of the ISGB may also petition the Board for removal of an Officer or Director by presenting the matter before the Board in a petition signed by at least five percent (5%) of Members in Good Standing as of January 1 of the year the petition is presented to the Board.
188.8.131.52 – The Board shall treat a petition or an allegation received pursuant to 184.108.40.206 and/or 220.127.116.11 as New Business on its agenda at its next scheduled meeting. In order to permit sufficient time for all Directors of the Board to understand the matter any petition or allegation received by the Board fewer than ten (10) business days prior to the next Board meeting may, at the discretion of the Board, be held over for action at the Board meeting immediately following the next one. If this option is exercised, notice shall be provided to the petitioning Members providing the reason for the delay and the date of the Board meeting at which the matter shall be addressed. Under no circumstances shall the matter be delayed beyond the Board meeting immediately following the first one subsequent to the date of submission.
18.104.22.168 – Any Director or Officer proposed to be removed shall be entitled to at least ten (10) days notice, in writing by electronic mail, of the meeting of the Board of Directors at which such removal is to be voted upon, and shall be entitled to appear before and be heard by the Board of Directors at such meeting. Such notice shall set forth the cause for which the Director or Officer is proposed to be removed. The decision of the Board is final, binding, and unappealable.
22.214.171.124 - Any Officer or Director removed from office for cause by vote of the Board, shall be barred from running for any office in ISGB unless approved by the Board.
126.96.36.199 – If an Officer or Director is removed from office by a vote of the Board, his or her membership in ISGB may also be revoked, depending on the severity of the reason for removal, at the Board's sole judgment and discretion.
Article XVII Amendments
Section 17.1 Amendments. This Code of Regulations may be altered, amended, repealed, or added to by affirmative vote of two-thirds of the Members of ISGB casting votes, provided that written notice shall have been sent to all members, no fewer than twenty (20) days before such a vote, which notice shall state the alterations, amendments or changes proposed to be made in this Code of Regulations along with both “pro” and “con” rationale for each. Only such changes as have been specified in the notice shall be made. Each Article in this Code of Regulations proposed for amendment shall be subject to a separate vote on the ballot, except that sections which cannot stand alone may be grouped with related sections for a single vote. Articles shall not be grouped together in aggregate for a single vote. Members shall have the ability to vote either “yes” or “no” for each amendment or group of related amendments so proposed.
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