Indiana Leadership Association, Inc., By-Laws

ARTICLE I – NAME

The name of this association shall be the Indiana Leadership Association, Inc. This corporation shall operate as a 501(c) 3 organization under IRS procedures.

ARTICLE II – PURPOSE AND SCOPE

The Purpose of this organization is to foster leadership development, based on the following:

  • Leadership development is an effective way to improve all aspects of community life.
  • Community leaders have the responsibility to do all they can to improve their effectiveness.
  • Community leaders can be educated and trained to make a positive difference in their communities.
  • A community that works well for all people should be the primary goal of community leadership programs.
  • Leadership development should be based on local communities' needs, in harmony with statewide concerns and issues.
  • Directors, coordinators, graduates and trustees are essential components of leadership programs.
  • Community leadership programs should systematically review, evaluate and strengthen their efforts.

ARTICLE III – MEMBERSHIP

Section 1. Classifications

1.1) Membership in the association is open to all existing or potential community leadership programs in the state of Indiana, and to other groups or individuals committed to leadership development.

Section 2. Dues

Dues and all other financial obligations of membership in the Indiana Leadership Association shall be paid in such amounts and in accordance with such procedures as the Board of Directors may direct.

Section 3. Rights and Responsibilities

3.1) The Association membership shall have the following rights and responsibilities:

  • a. To elect the members of the Board of Directors and officers of the Association.
  • b. To facilitate communication between the Association and the community at large, and to help recruit potential members.
  • c. To serve as members of committees and task forces as requested.
  • d. To advise the Board and perform other tasks as requested by the Board of Directors.
  • e. To promote local and statewide leadership development.

Section 4. Meetings of the Association

4.1) The Annual meeting shall be held in each calendar year, prior to July 1, on such a date and at such a time as the Board of Directors may determine. The business of the Association at the Annual meeting will include:

  • Election of members of the Board of Directors.
  • Election of the officers of the Association.
  • Amendments to the bylaws, if any.
  • Report on the affairs of the Association.
  • Other business as necessary.

4.2) Special meetings of the Association may be called by the President upon written request of ½ the members of the Board of Directors or 10% of the Association's membership. The purpose of the meeting shall be communicated in writing to the membership at least 14 days before the meeting. No business shall be transacted except that for which the meeting has been called.

4.3) A quorum shall consist of a majority of the members present.

4.4) Each member is entitled to one vote and must be present to cast that vote.

4.5) Elections shall be by ballot in contested elections and a plurality of votes cast shall elect.. (SEE ARTICLE VI SECTION 5)

4.6) Motions requiring a two-thirds majority vote of the membership include:

  • Taking action on a public issue.
  • Removing a Director of the Board.

ARTICLE IV – OFFICERS

Section 1. Selection

1.1 At the Annual meeting of the Association, following the election of the new members of the Board of Directors, the Nominating Committee shall present a slate of potential Association officers, all of whom must be members of the Board of Directors, for election by the members present. These officers of the Association shall also be the officers of the Board of Directors. The slate will include the offices of President, President-elect, Secretary and Treasurer.

1.2 Officers shall serve for a one (1) year term or until their successors assume the duties of the office.

1.3 No director, except for treasurer, shall hold the same office for more than two consecutive terms.

1.4 A vacancy among any of the elected officers shall be filled by the Board from a single slate presented by the Nominating Committee. An officer so selected shall serve until the expiration of the original term.

Section 2. President

2.1 The President:

  • a. Shall serve as chief elected officer of the Association,
  • b. Shall preside at all meetings of the Association Membership and of the Board,
  • c. Shall generally do and perform all acts incident to the office of the President,
  • d. Shall have such additional powers and duties as may from time to time be assigned by the Board,
  • e. Shall be an ex-officio voting member of each board committee, unless otherwise provided by the Board or these by-laws.
Section 3. President-elect

3.1 The President-elect shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President, and have such other powers and duties as may from time to time be assigned by the Board and/or in consultation with the President. The President-elect shall accept a two year commitment as an officer and plan to succeed the President.

Section 4. Secretary

4.1 The Secretary

  • a. Shall act as secretary of, and keep the minutes of, all meetings of the Board of Directors and of the Association Membership;
  • b. Shall have the custody and care of the Association seal, records, and minutes;
  • c. Shall see that the minutes of all such meetings are distributed properly and promptly;
  • d. Shall see that all notices are duly given in accordance with these by-laws and as required by law;
  • e. Shall perform such other duties as these by-laws prescribe, or as directed from time to time by the Board.
Section 5. Treasurer

The Treasurer:

  • a. Shall have charge and custody of, and be responsible for, all the funds of the Association.
  • b. Shall keep or cause to be kept accurate and adequate records of all assets, liabilities, and transactions of the Association;
  • c. Shall deposit all monies and other valuable assets of the Association in the name of and to the credit of the Association in such banks or other depositories as may be designated from time to time by the Board;
  • d. Shall disburse the funds of the Association based upon proper vouchers for such disbursement;
  • e. Shall prepare a financial report to be submitted to the Board for approval at each Board meeting; Shall work with the Finance Committee in preparing an annual budget;
  • f. Shall have such other duties as may from time to time be assigned by the Board.

ARTICLE V – BOARD OF DIRECTORS

Section 1. Composition

1.1 The Board of Directors shall consist of no fewer than 10 and no more than 18 members.

1.2 The immediate past president shall be an ex-officio member of the Board. The remaining members shall be elected by the Association membership as provided by these bylaws.

1.3 The Board of Directors will strive to ensure that the board is comprised of at least two persons from each of the designated regions of the Association.  Four members will be designated "at-large" members and will be identified by diverse/institutional affiliation rather than by geographic region.

1.4 The Board of Directors shall be representative of the Association membership and be as broad as possible.

1.5 All Board Members shall be dues paying members of the Association.

Section 2. Appointment and Term

2.1 At the annual meeting of the Association, the directors shall be elected by the membership for 3-year terms or until their successors are elected, except in the case of a youth director(s), whose term(s) shall be for 1 year, renewable for up to two more years.

2.2 A director shall be eligible for election to no more than two consecutive 3-year terms. After the passage of one (1) intervening year, he/she once again may be elected to serve. An exception to this may be allowed, at the will of the Association members, to allow a director serving as a treasurer to serve additional terms.

2.3 Any director appointed to fill an unexpired term is eligible for election for a full three (3) year term.

2.4 No employee of the Corporation shall be eligible for election to the Board.

2.5 Terms of office shall begin July 1 and end June 30.

2.6 Directors shall not receive compensation for their service as directors.

Section 3. Powers and Duties

3.1 The Board shall have full power andresponsibility for the government and policy making of the Association, including control of all property, finances, affairs of the Association, and including all responsibilities of the Board of Directors of a not-for-profit corporation under Indiana law, except as power may be limited or vested elsewhere by these by-laws or by the Articles of Incorporation.

3.2 The Board:

  • a. Shall establish the goals and objectives and determine the priorities and policies of the Association, consistent with these by-laws
  • b. Shall approve the annual budget;
  • c. Shall appoint committees and oversee their actions;
  • d. Shall hire and supervise any paid staff; and provide for the recruitment and supervision of volunteer staff;
  • e. Shall establish good communication with organizations supporting the Association;
  • f. Shall take such other actions as it deems necessary and prudent to carry out the purposes and goals of the Association.

Section 4. Meetings of the Board of Directors

4.1 The Board of Directors shall hold regular meetings and shall meet no less than four (4) times each year at a time and place to be set by the board

4.2 Special meetings of the Board may be called by the President and shall be called on written request of one third (1/3) of the members of the Board. Notice of any special meeting(s) shall state the purpose of the meeting and shall be given at least seven (7) days in advance. No business shall be transacted except that for which the meeting has been called.

4.3 The business of the board may be conducted via electronic and/or video/teleconferencing providing all members of the board are provided equal notice and access, roll-call provisions are made, official minutes are kept, and all members have equal access to information, discussion and voting process.

Section 5. Attendance

5.1 By a 2/3 vote, the Board of Directors shall have the power to remove a director who is absent for two or more consecutive board meetings, provided the director has been given fourteen (14) days written notice and is given the opportunity to speak in his/her behalf at the meeting.

Section 6. Quorum

6.1 A quorum shall consist of one-half (1/2) of the directors currently serving on the board.

Section 7. Vacancy

7.1 A vacancy among the directors shall be filled by the Board of Directors until the next annual meeting consistent with Article V, Paragraph 2.3.

ARTICLE VI – COMMITTEES OF THE BOARD

Section 1. Appointment and Authority

1.1 The Board of Directors may by resolution at any meeting of the Board designate standing and/or ad hoc committees of the Board.

1.2 Unless otherwise provided herein, the chairman of each committee shall be appointed by the president of the Board, subject to the approval of the Board.

1.3 Each standing committee shall consist of at least five members, and have as its chairman a member of the Board of Directors.

1.4 Committees shall make investigations, conduct studies, make recommendations, and perform such other activities and functions as directed by the Board.

1.5 No action, including spending, of any member, committee, employee, director, or officer shall be binding upon, or constitute an expression of, the policy of the Association until it shall have been approved or ratified by the Board.

Section 2. Standing Committees

2.1 The standing committees are those committees responsible for activities which are continuing in nature. Standing committees shall be the Executive Committee, Finance Committee, Nominating Committee, and any others deemed necessary.

Section 3. Executive Committee

3.1 The Executive Committee shall be comprised of the officers of the Board of Directors and chairs of the standing committees.

3.2 The committee shall act for and on behalf of the Board, with all of its powers and duties when the Board is not in session, but shall be accountable to the Board for its actions. The Executive Committee shall be responsible for the annual performance evaluation of any Executive Director employed by the Association.

3.3 Unless otherwise directed by the Board, the President of the Board shall be chairman of the Executive Committee.

3.4 The presence of a majority of the members of the Executive Committee then serving shall be necessary and sufficient to constitute a quorum, and the actions of the committee at a meeting at which a quorum is present shall be the actions of the committee.

3.5 A fair and accurate record of all proceedings of the Executive Committee shall be kept and distributed to all members of the Board. All actions by the committee shall be reported to the Board at its next meeting and shall be subject to the Board's approval.

Section 4. Finance Committee

4.1 The Finance Committee shall be composed of three (3) members and the Treasurer shall serve as chair.

4.2 The duties of the Finance Committee shall include making recommendations to the Board on all fiscal matters. This will include the presentation of an annual budget for approval of the Board.

Section 5. Nominating Committee

5.1 The Nominating Committee shall be composed of at least five (5) members, of which no more than two (2) shall be elected members of the Board.

5.2 Each of the ILA geographical regions of Indiana shall have one representative and the other member shall represent the state at large.

5.3 Members of the Nominating Committee shall be selected by the nominating Committee Chair, approved by the board, and shall serve a term of one (1) year. No member shall serve for more than two (2) consecutive one-year terms.

5.4 The term shall begin on July 1 and expire June 30 of the following year. The Board of Directors shall have the power to fill vacancies in the Committee until the next annual meeting.

5.5 The chairman of the Nominating Committee shall be the immediate past president. The President of the Board shall not serve as a member of the Nominating Committee.

5.6 A majority of the members of the Committee shall constitute a quorum for the transaction of business.

5.7 The Committee shall develop a slate of candidates for vacancies on the Board and a slate of officers of the Association and present these names to the Board at the meeting preceding the Annual meeting. One candidate shall be presented for each office.

5.8 The slate of potential directors and officers shall then be presented to the Association membership in writing at least 30 days prior to the Annual meeting when the actual election shall occur.

5.9 Nominations may be made from the floor at the annual meeting, provided the consent of the individuals to be nominated has been secured and submitted in writing to the Chairman of the Nominating Committee no less than fourteen (14) days prior to the meeting.

ARTICLE VII – FISCAL POLICY

Section 1. Fiscal Year

1.1 The fiscal year of this Corporation shall be from July 1 to June 30.

Section 2. Annual Budget

2.1 The annual budget shall be presented to the Board for its approval. Expenses in variance of those provided for in the approved budget shall be authorized by the Executive Committee.

Section 3. Audit

3.1 Within ninety (90) days of the close of the fiscal year of this Corporation, the treasurer shall obtain a certified audit of the financial records of the Corporation in accordance with generally accepted auditing procedures.

Section 4. Execution of Documents

4.1 Unless otherwise provided by the Board, all contracts, leases, commercial paper, or other legal instruments or legal documents shall be signed by the President and attested by the Secretary.

4.2 All checks, drafts, notes or orders for the payment of money shall be signed by the President and the treasurer or as otherwise designated by the Board.

Section 5. Dissolution

5.1 In the event of the dissolution of this Corporation, the Executive Committee shall, after paying all debts incurred by the Corporation, present for approval of the Board a proposal to donate any remaining assets to selected charitable, educational or community organizations or activity which would qualify as a not-for-profit under existing state and federal regulations, and which would be in keeping with the mission and purpose of this organization.

ARTICLE VIII – INDEMNIFICATION

1.1 Except in relation to matters as to which an individual is adjudged to have acted, or failed to act, in bad faith, the Corporation shall indemnify any director or officer of the Corporation, or former director or officer, or any person who may serve or has served at its request as a director, trustee or officer of another corporation, partnership, trust or other entity or enterprise, against expenses actually incurred by him, including legal fees and amounts paid in settlement of any final judgment, in connection with any action, suit, prosecution, or proceeding, whether civil, criminal or administrative, and any appeal therefrom, in which he is made or threatened to be made, a party by reason of being or having been a director, trustee or officer. To the extent permitted by Indiana law then in effect, the Board of Directors of the Corporation may authorize indemnification of persons who are employees or agents of the Corporation or are serving at the request of the Corporation as employees or agents of another corporation, not-for-profit corporation or other entity.

ARTICLE IX – AMENDMENTS

1.1 These bylaws may be amended by a two-thirds vote of the Association membership present at a meeting, providing the proposed amendment(s) has (have) been available to all members at least ten (10) days prior to the date of the meeting.

INDIANA LEADERSHIP ASSOCIATION BOARD OF DIRECTORS

POLICIES AND PROCEDURES

  • 1) At the Annual meeting of the Association, proxy voting opportunities will be made available.
  • 2) Every effort shall be made to include in significant roles in the ILA, diverse people/organizations involved in leadership efforts across the state; i.e. youth, seniors, corporate representatives, ethnic groups. Opportunities may exist on the Board of Directors, advisory councils, special advisory committees, etc.
  • 3) Regional representatives on the Board shall see that regional activities are planned and executed. Regional activities shall be evaluated by the board on a 3-year basis.
  • 4) It is expected that all board members shall not only pay their dues, but also make an annual contribution to the Association.
  • 5) In all non-legal matters, the board shall, to the best of its ability, strive for consensus decision-making processes. Roberts Rules of Order Newly Revised shall be the parliamentary authority for all matters of procedure not specifically covered by these bylaws or by specific rules of procedure adopted by this Corporation which require a vote for legal purposes (such as Board resolutions for fiscal matters).

Adopted as Revised May 25 2001, June 6, 2006, and June 20, 2012.