|
BYLAWS
ARTICLE I - NAME
The Southwest Facilitators Network is a nonprofit, tax-free, educational corporation (hereafter referred to as the SFN).
ARTICLE II - MISSION
The SFN is a voluntary organization sharing a common interest in facilitation. It is our mission to promote the use, image and techniques of facilitation so that it grows as an accepted professional discipline.
The SFN is composed of individuals from the information technology and business improvement fields. Our audience is composed of those interested in, participating in, conducting and/or managing participative, team-based approaches to process improvement, systems development and business problem solving.
The SFN will satisfy its mission by providing members with the opportunities to:
Network with other professionals
Learn about related techniques and tools/li>
Practice and ask questions/li>
Share ideas and techniques/li>
Learn from the experiences of others
ARTICLE III - MEMBERSHIP
Section 1.
Membership Definition - Membership in the SFN shall be held by individuals.
The voting member must meet the criteria defined in these bylaws and in the policies of the SFN
in order to be accepted and retain membership.
1.1 Criteria for Membership - Membership in the SFN shall be open with no restrictions. Types of members will include:
a. People interested in group/participative approaches to business problem solving, process and systems development.
b. People who want to use facilitation and make it work.
1.2 Voting Member - The voting members of the SFN shall consist of dues paying individuals.
Section 2.
Application for Membership - Applications for membership in the SFN shall be in writing
on such forms as are approved from time to time by the Board of Directors. Applications shall be processed
in accordance with the bylaws and policies of the SFN and under the supervision of the Vice President of Membership.
Section 3.
Term of Membership - Membership will be for a one calendar year.
Applications for membership will only be taken during the annual membership drive,
after that interested parties may attend conferences by paying for each conference
individually until the next annual membership drive.
Section 4.
Termination of Membership - Continuation of membership is contingent upon continuing
to fulfill the criteria for membership and abiding by these bylaws and the policies of the SFN.
Failure to comply shall be grounds for termination of membership, such termination shall be governed
by applicable policy as set by the Board of Directors.
Section 5.
Resignations - Any member may resign at any time. Written notification of resignation
shall not relieve the resigning member from the payment of dues for the current year, nor entitle
the member to a rebate of dues paid. The resignation may take effect immediately or upon a later date
if such is specified in the letter of resignation.
Section 6.
Suspension or Expulsion - Any member whose conduct shall be deemed detrimental to the best
interest of the SFN or who shall violate these bylaws or other rules and regulations may be suspended or
expelled by a majority vote of the Board of Directors, with the exception of the elected officers of the
SFN, who may only be expelled by a two-thirds vote of the voting members at a SFN meeting at which there
is a quorum (see Article VI, Section 5), or a two-thirds vote of the voting members via ballot vote.
When such actions are contemplated, the member shall be entitled to receive specific charges in writing
from the Board of Directors and shall, if desired, be afforded an opportunity for a hearing before them
or before a special committee appointed by the President for this purpose. Prorated refund or rebate of
dues paid by a suspended or expelled member shall be at the discretion of the Board of Directors. Specifically,
for actions which fail to meet membership criteria, violate bylaws, fail to meet the obligations of membership
or display conduct or activities which are detrimental to the group. It shall be at the discretion of the Board
of Directors to determine if the member will be suspended or expelled.
Section 7.
Obligations, Privileges and Liabilities of Members
7.1 Privileges and Obligations - Each member has an obligation of showing a continued interest
in the SFN by participating in its activities and by attending the SFN conferences regularly, participating
in the work of the SFN, responding to communications, exchanging information with other members and meeting
financial obligations associated with the SFN membership. Members shall hold the SFN harmless from any
actions of members, attendees, or speakers at any SFN function. Each member shall have the privilege of
participating in all activities of the SFN. All members shall be entitled to receive any printed material from the SFN.
7.2 Liabilities - The members shall not be liable for the debts or obligations of the SFN.
No member shall receive compensation for services rendered to the SFN except as otherwise approved
by the Board of Directors; however, a member may be reimbursed for expenses reasonably incurred on
behalf of the SFN if approved by the Board of Directors.
7.3 Dues and Assessments - The Board of Directors shall have the authority to establish such annual dues,
fees for meeting, subscription rates for publications and such other assessments of members in any
classification, as shall be considered necessary to the purposes of the SFN in accordance with these
bylaws and policies of the SFN.
ARTICLE IV - BOARD OF DIRECTORS
Section 1.
Powers - The Board of Directors, hereafter referred to as the “Board” shall serve as
the Board of Directors for the corporation and shall be the governing authority of the SFN.
The property, business and affairs of the SFN shall be managed by the Board. All corporate powers
shall be exercised by the Board, except as otherwise provided by law, by the Articles of Incorporation,
or by these bylaws, but the constituents of the Board shall act only as a Board and the individual
constituents shall have no power as such.
Among such powers of the Board of Directors are:
1. Development, determination and execution of policy;
2. Interpretation and implementation of decisions of the members and of the Board;
3. Approval of the annual business of the SFN;
4. Approval of the SFN’s budget;
5. Appoint a committee comprised of the membership to audit the SFN’s financial records;
6. Retention of management and staff services as needed to assist in the day-to-day
business operations of the SFN, to prepare all necessary tax returns and financial statements
as required, and to assume any duties necessary for the conduct of the SFN’s business as determined by the Board;
7. Establishment of the various membership, registration, and publication dues, fees, subscription rates
and assessments if any;
8. Approval of any use of the SFN name and logo, in whole or in part, by other organizations.
Section 2.
Composition - All constituents of the Board shall be members of the SFN
in good standing and must remain so during their term of office. The Board shall consist
of six members holding the following positions: President, Two (2) Vice Presidents of Programs,
Vice President of Membership, Secretary, and Treasurer.
Section 3.
Terms of Office - Each officer will serve a two year term.
To ensure continuity from one Board term to the next, the President, Treasurer,
and one Vice President of Programs will be elected for years that end in an odd number
(1999, 2001, etc.). The Vice President of Membership, the second Vice President of Programs,
and the Secretary will be elected for years that end in an even number (1998, 2000, etc.).
An existing Board member can run for another Board position prior to completion of their term,
but must resign from their current position prior to running for the new position.
The vacated Board position would be added to the open nomination list and voted on
at the next election for the reminder of the term.
Section 4.
Elections - All SFN voting members shall be notified of which positions
are open nominations by the Board at least three months before election and notified of
the pre-nominated slate at least twenty (20) days in advance of elections. A vote will
be taken to approve the Board at the SFN conference. A plurality vote of a quorum of 25
percent of voting members present at the SFN Conference is required for an official election.
Section 5.
Meetings - Each Board member shall attend each of the three or four meetings
scheduled annually, as called and arranged by the President. Failure to attend at least a
majority of the meetings may prompt action by the Board and a decision of whether there was
legitimate cause for absence or whether there is cause for removal from office by a two-thirds
vote of the membership as provided in Article III, Section 6. A majority of the Board is
required for official business.
Section 6.
Business by Written Consent - Any action which is required to be taken
or which may be taken at a meeting of the Board may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all of the constituents of
the Board entitled to vote with respect thereto.
Section 7.
Resignation - Any member of the Board may resign at any time submitting a
written resignation to the President or to the Vice President of Membership if the individual
is the President. The resignation may take effect immediately or upon a later date if such is
specified in the letter of resignation. Acceptance of the resignation is not required to put it into effect.
Section 8.
Vacancy - In the event of a vacancy among the Board members, the President, or
the Vice President of Membership, as applicable, shall appoint, with the concurrence of the Board,
a member of the SFN to fulfill the unexpired term. Should the office of President be vacated, for
any reason, the Vice President of Membership shall assume that office and a Vice President of
Membership pro-tem shall be appointed by the Board until an election to replace that person is held.
Section 9.
Policies - The Board shall, from time to time, publish, modify or cancel policies
governing the membership, committees and actions of the officers of the SFN. The Secretary shall
publish all policies and distribute them to all members.
ARTICLE V - OFFICERS
There shall be six offices of the SFN: President, Two (2) Vice Presidents of Programs,
Vice President of Membership, Secretary, and Treasurer.
Section 1.
Duties and Powers of the President - The President shall be the
chief executive officer of the SFN. The President shall perform all duties that
pertain to the office of the President and that may be assigned by the Board.
In furtherance, but not in limitation of the office, the President’s primary duties shall be to:
1. Call and preside over all Board meetings and all meetings of the SFN.
2. Appoint all select committees and their chairmanship.
3. Execute the responsibility of carrying into effect orders and resolutions of the Board.
4. Execute the bonds, mortgages and other contracts requiring the seal of the SFN.
5. Superintend all other officers of the SFN, committee chairpersons and staff members
to see that their duties are faithfully performed.
6. Submit a report of the financial operation of the SFN for the preceding year to the members
at the annual SFN Conference business meeting.
7. Report to the Board on all matters within the President’s knowledge which shall
be placed on the agenda for discussion.
8. Coordinate SFN with other facilitation or related user groups.
9. Furnish, at the expense of the SFN, a fidelity bond approved by the Board in such
sum as the Board shall prescribe.
Section 2.
Duties and Powers of the Vice President of Membership - The Vice President of Membership shall...
1. Perform all the duties of the President in the absence or in the incapacity of the President.
2. Oversee the review and retention of existing memberships.
3. Oversee the development and implementation of the marketing programs(s).
4. Furnish, at the expense of the SFN, a fidelity bond approved by the Board in such sum
as the board shall prescribe.
5. Perform other duties which may be assigned from time to time by the President or Board.
Section 3.
Duties and Powers of the Two (2) Vice Presidents of Programs - The Vice Presidents
of Programs shall...
1. Plan and be responsible for the logistics, agenda, content and attendance of the SFN conferences.
2. Coordinate special training course offerings.
3. Perform other duties which may be assigned from time to time by the President or Board.
4. Prepare and submit each conference budget to the Board for approval.
5. Oversee conference notifications and conference summaries to members and attendees.
Section 4.
Duties and Powers of the Treasurer - The Treasurer shall be the financial officer of the SFN.
The Treasurer shall...
1. Supervise the deposit of funds of the SFN in such financial institutions as may be designated by the Board.
2. Keep full and correct account of all receipts and disbursements on behalf of the SFN.
3. Render to the President and Board, upon request, an account of all SFN financial
transactions and of the financial condition of the SFN.
4. Prepare and present the proposed budget for the SFN, and the final budget voted on by the Board.
5. Ensure that the audit committee performs the annual audit of he SFN’s financial records.
6. Oversee the investments of the SFN’s funds as a fiduciary in accordance with such
policies and procedures as may be established by the Board and subject to Board approval.
7. Furnish, at the expense of the SFN, a fidelity bond approved by the Board in such
sum as the Board shall prescribe.
8. Perform other duties which may be assigned from time to time by the President or Board.
9. Allocate conference funds to the Vice Presidents of Programs in accordance with the submitted conference budget.
Section 5.
Duties and Powers of the Secretary - The Secretary shall...
1. Facilitate and oversee the flow of information concerning the SFN’s purposes and activities.
2. Take notes and prepare minutes whenever needed to support the Board.
3. Handle official filings, file draft charter, and register with the IRS.
4. Establish the SFN Bank Account.
5. Schedule and notify Board Members of Board business.
6. Perform other duties which may be assigned from time to time by the President or Board.
ARTICLE VI - MEETINGS OF MEMBERSHIP
Section 1.
SFN Conference - A SFN Conference shall be held on a at least a semi annual basis
and will total at least four (4) calendar days. Primary responsibility for the organization and
coordination of meetings shall reside with the two Vice Presidents of Programs under the general direction of the Board.
Section 2.
Other Meetings - Other meetings of the membership may be called by the President or the Board.
Section 3.
Notice of Meeting - A notice stating the place, day , and hours of the SFN Conference(s) shall be delivered to the appropriate members not less than fifteen (15) nor more than sixty (60) days prior to the date of the meeting, either personally or by mail at the direction of the two Vice Presidents of Programs.
Section 4.
Place of Meeting - Meetings of the membership may be held at such a place as may be designated by the Board or by the two Vice Presidents of Programs.
Section 5.
Suspension of the Rules of Order - Any rule of order may be temporarily suspended by a majority vote of those present at any meeting.
Section 6.
Quorum - Except as noted elsewhere in these bylaws, the members present at any duly called meeting of the SFN holding at least ten percent (10%) of the votes which might have been potentially cast shall constitute a quorum to conduct business at such meeting.
ARTICLE VII
- AMENDMENT OF BYLAWS
These bylaws may be amended or repealed in whole or in part, by two-thirds (2/3) vote of the
voting members present at the (or any) SFN Conference. All voting members of the SFN shall be
advised of the proposed changes to the bylaws prior to or at the meeting at which the changes will be considered.
ARTICLE VIII
- FINANCIAL ADMINISTRATION
Section 1.
Financial Responsibilities - The Board shall have the authority to prescribe such procedures as it deems appropriate to assure adequate budgetary and financial controls for the SFN. Approval of the budget by the Board shall constitute authority for responsible officials of the SFN to obligate funds as provided in the budget.
Section 2.
Depositories - All funds of the SFN shall be deposited from time to time to the credit of the SFN in such banks, trust companies or other depositories as the Board may designate. In no event may the Board designate a depository not in good standing under state or federal banking laws, rules and regulations, nor may the Board designate any depository if such designation would cause a conflict of interest or the appearance of impropriety with regard to any Board Member.
Section 3.
Checks, Drafts, Notes, Etc. - All checks, or other orders for the payment of money and all notes or other evidences of indebtedness issued on the name of the SFN shall be signed by such officer or officers, agent or agents, of the SFN and in such a manner as shall from time to time be determined by resolution of the Board.
Section 4.
Dissolution - The dissolution of the SFN may be ordered by a two-thirds (2/3) vote of the members.
Section 5.
Disposition of Assets - Upon dissolution or liquidation of this corporation, all liabilities and obligations shall be paid, satisfied and discharged, or adequate provisions shall be made therefore. Remaining 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 sections of any future Federal Tax Code.
|
