Bylaws

ARTICLE I. MEMBERS

The Corporation shall have one class of members, who shall be those individuals who from time to time serve on the Board of Directors of the Corporation. Upon becoming a Director of the Corporation, a person shall automatically become a member of the Corporation. Upon ceasing to be a Director of the Corporation, a person shall cease to be a member of the Corporation. Each member of the Corporation shall be entitled to one vote on each issue to come before the members.

ARTICLE II. DIRECTORS AND OFFICERS

Section 1
There shall be not less than 12 or more than 24 Directors who shall each contribute at least $100.00 annually during their terms of office. One third of the Directors shall be elected each year for terms of three years. No Director shall serve more than three consecutive three-year terms.
Section 2
The Board of Directors shall have full power to manage the affairs of the Corporation, to invest and reinvest and disburse its funds, subject to the provisions of the Certificate of Incorporation, the Constitution and Bylaws.
Section 3
The terms of all Officers shall be for one year or until their successors are elected and qualified. Any officer may be reelected by the Board of Directors to serve more than one year in the same office.
Section 4
The Officers shall have the powers and duties that usually pertain to their offices together with such additional powers and duties as may be specified by the Board of Directors.
Section 5
Specific duties of Officers are:
  1. The Chairman of the Board shall be responsible for corporate policies and shall serve as a member of the Governance Committee.
  2. The President shall carry out the policies of the Foundation and the directives of the Board of Directors, preside at its meetings and appoint all committees.
  3. The Vice President shall assume the duties of the President in the event of his or her absence, death or resignation and shall have any other duties assigned by the President, Executive Committee or Board of Directors.
  4. The Secretary shall send out all notices of meetings, record the minutes of meetings, and after approval, print and mail them to appropriate groups and maintain the Foundation address lists. These duties may be assigned to the Executive Director of the Foundation if one is so employed.
  5. The Treasurer shall report semiannually to the Officers and Board of Directors as requested by the President, have the books reviewed annually by an Audit Committee comprised of Directors who are not Officers and send copies of their review to the Officers of the Corporation. These duties may be performed by the Executive Director if one is so employed, or jointly with the Treasurer.
  6. The Counsel shall, if possible, be an attorney and shall advise the Board of Directors on legal matters that may come before the Corporation from time to time.
Section 6
Any Director or Officer may resign at any time providing his or her resignation is submitted in writing to the President. Resignations may be accepted by the Board of Directors subject to suitable disposition of the records of the Director or Officer and acceptance of his or her final report.
Section 7
Vacancies on the Board of Directors may be filled as follows:
  1. The Board of Directors shall have the power to fill any vacancy on the Board of Directors at any regular or special meeting by a majority vote of those present and voting or by mail ballot authorized by the President.
  2. The Board of Directors shall have the power to fill any vacancy in any office at any regular or special meeting by a majority vote of those present and voting or by mail ballot authorized by the President.
Section 8
A member of the Board of Directors, who has served with distinction as a Director and/or Officer of the Foundation for seven or more years, may be designated a Director Emeritus by a majority vote of the Board of Directors, and upon such designation shall be considered an ex officio member of the Board. Ex officio members of the Board of Directors shall have a voice at all meetings, but may not vote.

ARTICLE III. MEETINGS

Section 1
Notice of all meetings, unless waived in writing, shall be given by electronic means or postal mail at least 21 days prior to the meeting.
Section 2
At all meetings of the Board of Directors, those Board members who shall have contributed at least $100.00 during the year shall be entitled to one vote.
Section 3
At all meetings of the Board of Directors, a quorum shall consist of not less than fifty-percent of the Directors presently serving. Any action taken shall be by a majority of the Board of Directors present at the meeting, provided there is a quorum present.
Section 4
Other meetings may be called by the President or shall be called by the Secretary upon the request of any three Directors.
Section 5
The Directors may vote by mail on any specific proposal clearly outlined in writing by the President or Secretary, and the vote and proposal shall be recorded in the next succeeding meeting of the Board of Directors.

ARTICLE IV. FINANCES

Section 1
All funds of the Corporation shall be deposited in such banking institutions designated by the Board of Directors and may be withdrawn only on the signatures of any two Officers.
Section 2
Expenditures shall be made only if included in an annual budget approved by the Board of Directors or if approved by special action of 2/3 of the Directors.
Section 3
The Board of Directors shall have the power and authority to create and establish special and separate funds for specific and limited purposes and uses consistent with the objects and purposes for which the North American Interfraternal Foundation is incorporated; to appropriate and transfer thereto any part of the general funds of the Corporation; and to receive therefor gifts limited in whole or in part to such specific uses and purposes.
Section 4
The fiscal year of the Corporation shall be January 1 to December 31.

ARTICLE V. AMENDMENTS

Section 1
These Bylaws may be amended at any regular or special meeting of the Board of Directors provided that such amendment shall have been submitted in writing not later than 21 days prior to the meeting of the Board of Directors at which such amendment is to be considered. Such amendments may be adopted by not less than 10 Directors or a 2/3 majority of the Board of Directors, present and voting, whichever is greater.

ARTICLE VI. PARLIAMENTARY AUTHORITY

Section 1
Robert's Rules of Order, Newly Revised shall be the parliamentary authority of this Corporation unless otherwise stated in these Bylaws.