By-Laws
The seal, an impression whereof is stamped in the margin hereof shall be the seal of the Foundation. The seal of the Foundation shall remain in the custody of the secretaryÐ treasurer and shall be available for use by the chairman or the members of the Board of Trustees.
- A. Membership in the Foundation shall be limited to persons interested in furthering the objects of the Foundation and shall consist of anyone whose application for admission as a member has received the approval of the Board of Trustees of the Foundation.
- B. There shall be only one class of membership and each member shall have the right to vote.
- C. There shall be membership fees or dues only as directed by the Board of Trustees.
- D. The annual or any other general meeting of the members shall be held at any place in the world as the board of Trustees may determined and on such date as the Trustees may shall appoint.
- E. Notice of any meeting where special business will be transacted should contain sufficient information to permit the members to form a reasoned judgement on the decision to be taken.
- F. At all meetings of members of the Foundation every question shall be determined by a majority of votes unless specifically provided by statute by these By-Laws.
- G. RobertÕs Rules of Order win apply to all meetings of the Foundation.
Section 1 - Purpose
The Board of Trustees, hereinafter referred to as Òthe boardÓ shall act as a governing body of the Foundation. All trustees must be older than eighteen years of age, with power under law to contract.
Section 2 - Trustees
- A. The board shall consist of seven Trustees and a Secretary-Treasurer.
- B. The applicants for incorporation shall become the first trustee of the Foundation whose term of office on the Board of Trustee shall continue until their successors are elected.
Section 3 - Officers.
- A. The Board of Trustees shall elect from within their number the chairman by majority vote. The out-going chairman will assume the position of past-chairman.
- B. The secretary Ðtreasurer shall be appointed by the Board of Trustees.
Section 4 - Duties
Chairman.
To serve as an official representative of the Foundation To preside at all meetings of the Foundation and of the Board of Trustees.
To fill any vacancy on the Board of Trustees not provided for in these By-Laws
To perform such other duties as may not be provided for in these By-Laws.
Secretary -Treasurer.
To serve as custodian of all monies, securities, and deeds belonging to the Foundation and he shall hold, invest, and disburse these subject to the direction of the Board of Trustees and perform such other duties as are specified by the Board of Trustees.
To co-ordinate all activities of the Foundation subject to established policy of the Board of Trustees of the Foundation.
Section 5 - Term of Office.
Each member of the Board of Trustees will be eligible to serve for a period not to exceed ten years in total.
Section 6 - Duties and Powers of the Board of Trustees
The Trustees of the Foundation may administer the affairs of the foundation in all things and make or cause to be made for the Foundation, in its name, any kind of contract which the Foundation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Foundation is by its charter or otherwise authorized to exercise and do.
To receive, hold, invest, allocate and distribute money or revenue from assets of the Foundation.
To appoint committees to assist in carrying out the work or the Foundation Executive Board Members may discuss the matters regarding the administration of the ICPF congresses and meetings, as representatives of each field.
Section 7 - Indemnification
Each trustee, officer and committee member, employee and other agent of the Foundation, shall be held harmless and indemnified by the Foundation against all claims and liabilities and all costs and expenses, including lawyerÕs fees, reasonably incurred or imposed upon him or her in connection with or resulting from any action, suit or proceeding, or the settlement or compromise thereof, to which he or she may be party by reason of any action taken or omitted to be taken by him or her as a trustee, officer or committee member, employee or agent of the Foundation in good faith. The right of indemnification shall be inured to such person whether or not he or she is a trustee, officer or committee member, employee or agent at the time such liabilities, costs or expenses are imposed or incurred and , in the event of his or her death, shall extend to his or her legal representative. To the extent available, the Foundation shall insure against any potential liability hereunder.
Section 8 - Meetings of the Board of Trustees
Meetings of the Board of Trustees may be held at any time and place to be determined by the Trustees.
Parliamentary authorities: Robert's Rules of Order,, as most recently revised, shall be considered the authority for all parliamentary procedures for the conduct of meetings of this Foundation.
Vote Required: All actions or the Board or Trustees shall be decided by majority vote of the Trustees present at the meeting, except those actions which may require a different vote as provided in these By-Laws. Each Trustee is authorized to exercise one vote.
Quorum: A majority of the members of the Board of Trustees shall constitute a quorum at any meeting.
Section 1 - Financial Year
Unless otherwise ordered by the Board of Trustees, the financial year of the Foundation shall be the calendar year; January 1 to December 31.
Section 2 - Auditors
The members shall at each annual meeting appoint an auditor to audit the accounts of the Foundation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the Trustees may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Board of Trustees.
- A. The Trustees shall serve as such without remuneration and no trustee shall directory or indirectly receive any profit from his position.
- B. The Board of Trustees may prescribe such rules and regulations not inconsistent with these By-Laws relating to the management and operation of the Foundation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Foundation when they shall be confirmed and failing such confirmation at such annual meeting of members shall at and from time cease to have any force and effect.
- C. In these By-Laws and in all other By-Laws of the Foundation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice- versa, and references to persons shall include firms and corporations.