Kansas Professional Grant Association
BYLAWS
ARTICLE I – NAME
Section 1: The name of this organization shall be the Kansas Professional Grant Association.
Section 2: The Kansas Professional Grant Association is incorporated under the laws of the State of Kansas as a not-for-profit corporation and is registered with the U.S. Internal Revenue Service as a 501 (c) 6 organization.
ARTICLE II – PURPOSE
Section 1: The purpose of this Association shall be to advance the professional development of its members and to facilitate their mutual interaction.
Section 2: This Association shall encourage its members to uphold the highest standards of their professions, with particular concern for ethnical conduct in applications for grant funding, in decision-making regarding grants to be awarded, and in the management of funded projects.
Section 3: This Association shall promote public understanding of the role of grants for charitable and research purposes in the national economy.
ARTICLE III – MEMBERSHIP
Section 1: All memberships in the Association shall be held by individuals or organizations and shall not be transferable.
Section 2: The membership of this Association shall be anyone who has paid the membership dues.
ARTICLE IV – ADMISSION TO MEMBERSHIP
Section 1: Applicants shall be admitted to membership in the Association upon submission of written membership application and full payment of annual dues. Application forms will be available through the Association web site (www.kpga.us), at routine meetings of the Association or through personal contact with a member of the Association Board of Directors.
Section 2: Applicants for membership shall be required to submit a completed application form with information to be included in the Kansas Professional Grant Association Membership Directory, to be made available to members via the Association web site.
ARTICLE V – TERMINATION OF MEMBERSHIP
Section 1: Any member may resign from the Association. It is requested that an officer of the Association Board be notified in writing by mail or electronic mail.
Section 2: Any member who has failed to pay annual dues within 90 days following the beginning of the Association fiscal year (January 1) may be suspended from membership. He or she will be provided written notice by mail or electronic mail from the Chair of the Membeship Committee of the Association. Such member, upon receipt of full annual dues payment, may be reinstated upon consideration of the Association Board of Directors.
Section 3: Any member charged with conduct unbecoming a member of the Kansas Professional Grant Association, or with any act prejudicial to the best interests of the Association, or against whom such charges are sustained after opportunity to appear before the Executive Committee of the Board of Directors, may be expelled from membership upon recommendation by the Executive Committee, and adoption by the Association Board of Directors. Upon such action, the Secretary of the Board shall immediately notify the member in writing of said action.
Section 4: Any members whose membership in the Association has been terminated for any reason shall forfeit all interest in any funds or property of the Association and all rights to the use of the Kansas Professional Grant Association name.
ARTICLE VI – DUES
The annual dues of the Kansas Professional Grant Association shall be fixed and stated on or before January 1 of each calendar year on the Association web site and in all printed materials. Dues will be paid to the KPGA Treasurer within 30 days of invoice issued on or before January 1 of each calendar year; or on any date when a new membership application and dues are received by the Association. To remain a member in good-standing and to serve on the Board of Directors, dues payment must be current.
ARTICLE VII – OFFICERS
Section 1: The officers of this Association shall be a President, Vice-President, Secretary and Treasurer. All officers shall serve for 24 consecutive months (two years) or until their successors are duly elected or appointed as provided in these bylaws. In the event that any office becomes vacant for any reason, the Executive Committee shall fill the vacancy by appointment within sixty (60) days.
Section 2: The President shall serve as the executive officer of the Association, preside at all meetings of the membership and the Executive Committee, be an ex-officio member of all committees, exercise general supervision over the Association affairs, and perform other such duties as are ordinarily incumbent upon a President.
Section 3: The Vice-President shall perform such duties as are ordinarily incumbent upon Vice-Presidents, preside over the management of the Association web site and communications plan, and such duties as may be assigned to them by the President or Executive Committee.
Section 4: The Secretary shall keep and maintain the minutes of all meetings of the Board of Directors, Executive Committee, Membership Meetings and any other business meetings of the Association, and shall conduct such correspondence as may be required by the President or the Executive Committee. The Secretary will also be responsible for assisting with annual election of Board officers and at-large Board members through preparation of notice to membership of elections, preparation and distribution of ballots at the annual election meeting, and tally of election ballots. The Secretary shall maintain a hard copy file of all meeting minutes, election materials, ballots and other communications occurring between Board officers to the Association membership.
Section 5: The Treasurer shall keep and maintain all records of fees, dues and moneys collected and disbursed in the form and manner prescribed by the Board of Directors and submit quarterly, written financial statements to the Board of Directors and to the annual membership meeting of the Association. The Treasurer will also collect and process all mail received by the Association and perform such duties as are ordinarily incumbent upon a Treasurer. All checks disbursed by the Association exceeding $100.00 will reflect the signature of the Treasurer and one additional officer of the Board of Directors. The Treasurer shall prepare and file all annual non-profit reports to the Internal Revenue Service (IRS N990), the office of the Kansas Secretary of State, and generally perform such duties as are ordinarily incumbent upon a Treasurer.
ARTICLE VIII – BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE
Section 1:
(a) Appointment: The Board of Directors of the Association shall consist of no fewer than nine (9) and no more than seventeen (17) persons. The Board of Directors shall be responsible to the Association membership. A majority of the Directors shall constitute a quorum for the transaction of business at any or all meetings of the Board of Directors.
(b) Qualifications: Members of the Board must be an Association member in good-standing; demonstrate ability to adequately contribute to and carry out the purposes of the Association; demonstrate willingness to serve in leadership positions and participate in committee activity; available to undertake special assignments; and maintain willingness to be publicly identified with the Association.
(c) Ex-Officio Members: The two (2) founding members of the Association may serve in an ex-officio, voting capacity indefinitely provided they remain a member in good-standing. The past President of the Association will serve as an ex-officio, voting member of the Board for two (2) years following their active term as President provided he or she remains a member in good-standing.
Section 2: A Director will be elected to serve a two (2) year term and may be re-elected to an additional consecutive two (2) year term by the Association membership. Directors shall be limited to two consecutive full terms of service.
Section 3: Vacancies on the Board of Directors shall be filled for the remainder of the unexpired term at any regular or called meeting of the Board. In the event a person is appointed to fill the remainder of an unexpired term, such person may serve two (2) consecutive full terms following the end of such unexpired term if agreed upon by majority vote of the Board of Directors and such person.
Section 4: The term of office of any member of the Board or officer of the Board, who shall fail to attend three successive regular meetings of the Board, without a reason duly approved by the Board, may be declared vacant and said vacancy shall constitute forfeiture. The vacancy may be filled by election at the next quarterly Association membership meeting. The Secretary will duly notify the vacant Board member of such declared forfeiture in writing.
Section 5: The Board of Directors shall have full power to determine all matters of this Association in accord with the provisions of these bylaws.
Section 6: It shall be the duty of the Board of Directors to manage the business affairs of the Association and to consider, make recommendations, and act upon all matters which may relate to the purposes, objectives and goals of this Association.
Section 8: There shall be no personal liability of Members or Directors for obligations, debts, or negligent acts, or those acts of any agent or employee of the Association.
Section 9: There shall be an Executive Committee of the Board of Directors that shall consist of the President, the Vice-President, the Secretary, the Treasurer, and the past President, who serves in ex-officio capacity. Each committee member will have one vote. Executive Committee members shall serve for a period of two (2) years or until their successors are duly qualified and elected. In the event an executive committee position becomes vacant for any reason, the appointee shall serve for the duration of the term.
Section 10: The Executive Committee shall make recommendations on controls and management of the Association’s activities to the full Board of Directors; provide guidance on Association policies; and recommend discipline and termination of members.
Section 11: The Executive Committee shall meet at the call of the President. Any three members of the Executive Committee may call a meeting providing a three-day notice is given to all Executive Committee members. The Executive Committee shall operate by consensus when feasible. If the President finds a consensus is not feasible in a particular instance, he or she may declare an impasse. Decisions may then be made by a voting procedure, with the question decided by a simple majority of those present and voting. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and a majority vote of those present shall be necessary to give effect to any action.
ARTICLE IX – ELECTION PROCEDURESection 1: Not later than August 1st of each year, the President shall announce the appointment of a Nominating Committee of three (3) members from the Board of Directors. The Nominating Committee shall select at least one nominee for each expiring officer and at-large Board of Director positions no later than October 1.
Section 2: Upon receipt of the report from the Nominating Committee, and at least seven (7) days prior to the date of the election meeting, the Secretary shall mail or submit by electronic mail to each Association member a notice listing the nominations from the Nominating Committee for each office in alphabetical order and stating the date of the meeting at which the election shall be conducted.
Section 3: During the meeting at which the election is conducted, the President shall read the notices as issued by the Secretary and then proceed to conduct the election. Separate balloting shall be conducted for each office. Where there is only one nominee for an office, the President shall request a unanimous ballot for the nominee. A majority of the votes cast shall be required if nominees exceeded the number of vacancies. The nominee receiving the highest number of votes shall be elected.
Section 4: No President of this Association who has served a full two (2) year term as President shall be eligible to serve the succeeding term as President.
Section 5: Nothing in this article shall be construed as precluding nominations from the floor, except that any member nominated for President must have served at least one (1) year on the Executive Committee.
Section 6: Only members in good standing shall be eligible to hold office, serve on the Board, or vote.
Section 7: Voting shall be by individuals and no person may cast more than one vote. Proxies will not be recognized.
Section 8: All officers and directors shall assume the responsibilities of their respective offices at the end of the election meeting.
ARTICLE X – MEETINGS
Section 1: Meetings of the Association shall be held quarterly at such time and place as may be determined by the Board of Directors. The Annual Meeting of the Association Membership will take place in October of each calendar year at a time, date and place designated by the Board.
Section 2: Special meetings may be called by the President, or by the Secretary upon receipt of a written request signed by at least five (5) members in good standing. Every member shall be notified in writing or by electronic mail at least three (3) days in advance of the special meeting and advised what business will be considered. No other business may be conducted at the meeting.
Section 3: A minimum of 20 percent of paid members in good standing shall constitute a quorum at any regular meeting of the Association.
Section 4: Emergency meetings may be conducted by electronic mail, teleconferencing or web conferencing.
ARTICLE XI – REVENUESection 1: Each member of the Association shall pay a membership fee as set by the Board of Directors, payment of which is a prerequisite to admission to membership, payable on demand of the Treasurer as provided in Article IV of these bylaws.
Section 2: Membership dues shall be paid annually by January 1.
Section 3: The fiscal year of the Association shall be January 1 through December 31.
Section 4: A member shall be regarded as in good standing if not more than 90 days in arrears in payment of any indebtedness, dues or otherwise, to the Association.
Section 5: The Executive Committee may recommend the raising or accumulation of revenue from sources other than those stated in this article.
Section 6: All funds, to which the public or members have contributed for the specific purpose of financial charitable, educational or civic activities of the Association, shall be used solely for those purposes and separate records of such funds shall be maintained.
Section 7: The Executive Committee may provide for the bonding of the Treasurer for not less than $10,000 annually, or higher, as the risk of loss warrants.
Section 8: The Executive Committee shall arrange for an annual written review of all financial statements, and at any time annual income of the Association exceeds $24,999; a certified public accountant will be retained to conduct a financial audit of the agency. Findings will be presented to the Board of Directors verbally and in writing within 60 days of conclusion of an audit.
ARTICLE XII – COMMITTEES
Section 1: The Executive Committee shall determine the number, purpose and number of members of all committees required to achieve the purposes of this Association.
Section 2: The Executive Committee shall appoint the chairperson and members of all committees, and announce such appointments at the annual meeting.
ARTICLE XIII – MISCELLANEOUS
Section 1: Any person who becomes a member of this Association shall be deemed to have accepted these bylaws and shall be bound by them in all respects as if he or she had been a member at the time of their adoption.
Section 2: The Executive Committee shall provide for the prompt payment of all obligations of the Association.
Section 3: The Kansas Professional Grant Association shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of earnings, gains or assets shall insure to the benefit or be distributable to individuals or organizations organized and operating for profit, except that the Kansas Professional Grant Association is authorized and empowered to pay reasonable compensation for services rendered.
Section 4: No member of the Board shall be a paid trustee, agent, client or employee of the Association; or receive a fee for serving as a member or officer.
ARTICLE XIV – NOT-FOR-PROFIT ORGANIZATION
Section 1: This Association is organized and shall operated as a NOT-FOR-PROFIT organization for social welfare, civic improvement and similar purposes. All income received shall be for the not-for-profit purposes of the organization, and no part of the income shall be used to the benefit of any officer or member. The Association shall not participate in or intervene in any political campaign on behalf of any candidate for public office.
ARTICLE XV – DISSOLUTION
On dissolution or final liquidation of the Kansas Professional Grant Association, any remaining assets shall be distributed to one or more regularly organized and qualified not-for-profit organization(s) to be selected by the Board of Directors.
ARTICLE XVI – AMENDMENTS
Any amendment to these bylaws may be adopted by a two-thirds (2/3) vote of the quorum of the membership at a regular quarterly meeting or annual meeting. Such new amendment will take effect one week following quorum vote.
The original bylaws signed by Terry Behrendt, KPGA President and Helen Barnes, KPGA Secretary on January 17, 2002.
This revision of the bylaws signed by Martha McCabe, KPGA President and Marnette Hatchett, Secretary on October 27, 2009.