Bylaws of the Indiana Karst Conservancy, INC.
(as amended March 18, 2017)
ARTICLE I: NAME
The name of this not-for-profit corporation is the Indiana Karst Conservancy, Inc. (the Conservancy).
ARTICLE II: PURPOSES
The purposes of the Conservancy shall be to carry on programs of:
A) Protection, management, and acquisition of karst features and their environs, with emphasis on Indiana.
B) Scientific study and conservation education of and about karst features and their environs, with emphasis on Indiana.
ARTICLE III: MEMBERSHIP
There shall be the following classes of membership in the Conservancy:
3.1.1 Individual Membership
Individual members are natural persons who have paid membership dues. Individual members shall have the right to vote for the Board, vote on proposed changes to the Bylaws, hold office provided they meet all requirements as outlined in Article IV, be appointed to committees, and chair committees.
3.1.2 Organizational Membership
Organizational members are organizations whose principal goals and objectives are consistent with the goals and objectives of the Conservancy and whose governing organizations wish to support the Conservancy and receive the benefits of membership. Organizational Members shall not have voting privileges.
Members shall have all privileges and benefits of membership that may be established and approved by the Board. The Board may establish other classes of membership that may or may not have voting rights.
3.2 Membership Acceptance
Upon application for individual membership and payment of the appropriate annual dues, the applicant is accepted as a member of the Conservancy.
Upon application for organizational membership and payment of the appropriate annual dues, the Board shall decide to accept an applicant for membership.
3.3 Member's Declaration of Membership
Upon membership acceptance, an individual or organization may declare itself a member of the Conservancy, subject to annual renewal through payment of dues. Organizational members may designate themselves "a member of" or "affiliated with" the Indiana Karst Conservancy.
3.4 Revocation of Membership
Individual or organizational membership in the Conservancy may be revoked by motion and concurrence of not less than two-thirds (2/3) of the Board. Prior notification of the pending vote will be given to the member in question. Grounds for revocation of membership shall include evidence of action(s) by the member which are inconsistent with and in conflict with the purposes of the Conservancy.
ARTICLE IV: MANAGEMENT OF THE CONSERVANCY
4.1 Executive Board
The Management of the Conservancy shall consist of an Executive Board (the Board) composed of: a President, a Secretary, a Treasurer, and not less than four (4) nor more than twelve (12) Directors. The actual size of the Board, within the limits just described, shall be ten (10) percent (rounding any fraction up) of the total voting membership on the day of the Annual Business meeting. Each Board member shall be a member in good standing of both the Conservancy and the National Speleological Society, or agree to become a member upon being elected.
4.1.2 Terms of Office
The Officers (President, Secretary, and Treasurer) will be elected annually for one-year terms.
Directors will be elected for three-year terms, except as required to comply with the following election rule: No more than one third (1/3), or a fraction thereof, of the total number of Directors may be elected to three-year terms in any given annual election. Additional Director positions, if any, shall be elected for two-year and one-year terms, as needed to provide for three approximately equal contingents of Directors.
The Board shall determine the policies of the Conservancy, set annual membership dues, attend meetings, and authorize acquisition and disposal of properties and leases.
4.3 Executive Board Meetings
4.3.1 Schedule and Frequency
The Board shall meet publicly no less than quarterly with the first such meeting designated as the Annual Business Meeting. The date of the next quarterly business meeting shall be set by the Board before the adjournment of each meeting. Meeting dates shall be published in the minutes of the meeting at which they were set and shall be mailed to all Board members.
Except for meetings of the Board specially called for the purpose of amending the Bylaws, notice of which must be given in writing thirty (30) days in advance, additional meetings of the Board may be held at any time.
A quorum of the Board shall be necessary to conduct the formal business of the Conservancy and to adopt policies and positions. Two-thirds (2/3) of the Board shall constitute a quorum.
When a Board member cannot attend a meeting, a proxy can be appointed by the Board member to attend the meeting and vote in his/her absence. In order to appoint a proxy, the Board member must notify the President prior to the meeting or send a signed letter with the proxy to the meeting. The proxy must be a Conservancy member. A Board member or proxy can not represent more than one vote.
4.3.4 Non-Meeting Motions from the Executive Board
The President may determine that a time-critical decision of the Board is required prior to the next scheduled Board meeting and therefore accept a motion to be considered and discussed by e-mail, conference call, or other electronic means. Procedurally, the motion will be proposed by a Board member to the President and the President will determine if the motion requires immediate action and is appropriate to be considered given the limited ability to interactively communicate. If the President accepts the motion, it will be communicated to the entire Board, a second on the motion will be accepted, and discussions will proceed. Any Board member may request to the President that the motion be postponed until the next meeting. The President will be obligated to postpone the motion unless the request is overruled by all the remaining Board members.
If no request to postpone the motion is received, the President will monitor discussion and call for a vote as appropriate. Two-thirds (2/3) of the Board must approve the motion for it to pass. A motion voted in this manner shall be recorded in the minutes of the next Board meeting.
4.3.5 Meeting Procedures
Robert's Rules of Order, as revised, shall govern all procedural questions not specifically addressed by these by-laws.
4.4 Establishment of Committees
The Board has the authority to create and dissolve standing committees and/or ad hoc committees and to determine the organizational structure of each. The President has the authority to create and dissolve ad hoc committees.
ARTICLE V: OFFICER'S RESPONSIBILITIES
The Officers shall have the usual powers of Officers in the administration of the affairs of the Conservancy.
The President's duties shall consist of the following:
1) Serve as the Chief Executive Officer.
2) Serve as Chairman of the Executive Board.
3) Represent the Conservancy and act as the spokesperson in public affairs, on the councils of scientific organizations, and in business affairs.
4) Coordinate the explorations, scientific research, educational efforts, and land management responsibilities of the Conservancy.
5) Serve as an ex officio member of any special advisory committees that may be established by the Board.
The Secretary's duties shall include the following:
1) Assist the President in carrying out his/her duties.
2) Give notice of the Annual Business Meeting, other public meetings, meetings of the Board, and other specially called meetings of the Conservancy.
3) Maintain the office of the Conservancy and handle its correspondence.
4) Prepare records and reports required of the Conservancy.
5) Record and distribute the minutes of all meetings of the Board.
6) Distribute ballots in accordance with Election Rules.
The Treasurer's duties shall include the following:
1) Record and maintain the receipts of the Conservancy and disburse monies for expenditures in accordance with the policies adopted by the Board.
2) Maintain adequate books and records showing disbursements and income, and issue quarterly financial statements.
3) Maintain a roster of paid members.
4) Assist the Secretary in completing reports required of the Conservancy.
5.4 Succession of Officers.
In the event of the temporary absence, ill health, or incapacity of the President, the Secretary, and in his/her temporary absence or incapacity, the Treasurer shall carry out the duties of the President.
ARTICLE VI: ELECTIONS
Election to the Board shall be by appropriately secured balloting (mailed or electronic). Only individual members as described in §3.1.1 shall participate in the election process.
No less than 90 days prior to the election portion of the Annual Business meeting, an ad hoc Nominating Committee shall be appointed by the President. The committee shall consist of one or more individual members, preferably members not running for office. The committee shall assemble a list of willing and qualified candidates for the open positions by soliciting the entire membership and recruiting as needed to find the best candidates. No nominee’s name may be included on the list without his/her express acceptance of nomination to a specific position.
The list of candidates shall then be presented to the Board at least 45 days prior to the Annual Business meeting for review and final approval. Election ballots will then be distributed to all members at least 30 days in advance of the Annual Business meeting. No "write-in" candidates or nominations from the floor during the Annual Business meeting will be recognized.
The election ballots shall be accepted up to the beginning of the Annual Business meeting. Proxy votes will not be recognized.
The appointed Election Teller shall tally the ballots and summarize the results for the President to announce prior to the end of the meeting.
For the Officer positions, those candidates receiving the most votes for the respective positions will be elected. For the Directors positions, candidates receiving the most votes will be assigned, in order, to those open positions that have the longest terms.
The newly-elected Board positions will be seated on the first day of the month following the election.
6.1 Election Tie
In the event of a tie, those individual members in attendance at the meeting shall conduct additional votes by paper ballot as necessary to break the tie. The following rules shall apply:
First-round ballots will not be counted.
In the election of an Officer, when first-place candidates tie, a second vote shall be taken; however, only those candidates who tied on the previous ballot will be eligible to receive votes on a subsequent ballot.
In the election of Directors, a tie within the group receiving the most votes shall be disregarded. However, in the event of a tie for the final Director opening, and/or to properly assign term periods per §22.214.171.124, the tie will be resolved by the same process used for ties in the election of Officers.:
ARTICLE VII: REPLACEMENT OF EXECUTIVE BOARD MEMBERS
Should an Officer or Director fail to satisfactorily perform his/her duties, the position may be declared vacant by motion and concurrence of not less than two-thirds (2/3) of the Board. Missing more than two consecutive meetings, or failure to maintain necessary membership status, may be considered grounds for removal.
Should a vacancy occur on the Board, the remaining Board members shall appoint a replacement to fill said vacancy. The person so appointed shall serve only until the next Annual Business Meeting.
ARTICLE VIII: ANNUAL BUSINESS MEETINGS
The Conservancy shall hold an Annual Business Meeting each March, notice of which shall be given in writing to the membership at least thirty days (30) in advance. The purposes of the meeting shall be to:
1) elect the Officers and Directors,
2) review matters of policy and finance, and
3) update members on the business of the Conservancy.
ARTICLE IX: AMENDMENT OF BYLAWS
Amendments to these Bylaws may be proposed by a member of the Board, or by petition of the lesser of twenty-five (25) individual members of the Conservancy or one-fifth (1/5) of the total voting membership.
The motion/petition to amend the Bylaws must be presented at a regularly scheduled Board meeting and approved by the Board. The specific text of proposed change(s) must then be communicated to the membership in written form at least 30 days prior to final consideration at a meeting as outlined in §4.3.1. Concurrence of not less than two-thirds (2/3) of individual members attending the specified meeting is required for passage of each change. Under the above procedures, only minor changes to the language from that published may be allowed at the time of adoption.
ARTICLE X: NON-PROFIT STATUS, POWERS AND LIMITATIONS
The Conservancy is a non-profit corporation. Except as otherwise limited by the provisions of the Articles of Incorporation, the Conservancy shall have all the general rights and privileges and powers that may be conferred upon organizations under the Indiana Not-For-Profit Corporation Act of 1971.
No part of the net earnings of the Conservancy shall accrue to the benefit of or be distributed to its members, Officers and Directors, or any other private person, except that the Conservancy shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this organization as set forth in the Articles of Incorporation granted by the State of Indiana.
10.3 Prohibition on Influencing Legislation
No substantial part of the activities of the organization shall be to carry on propaganda, or otherwise to attempt to influence legislation and the Conservancy shall not participate in or intervene in (including the publishing of statements) any political statements on behalf of any candidate for public office.
10.4 Restrictions to Preserve Not-For-Profit Status
Notwithstanding any other provisions of these Bylaws, the Conservancy shall not carry on any other activities that are not permitted:
A) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Internal Revenue Code), or
B) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Internal Revenue Code).
10.5 Member Liability
No individual or participant in a group visiting a cave or property owned or managed by the Conservancy may be expected or required to pay any fees or costs in excess of the actual shared trip expenses. Groups requesting permission to visit Conservancy properties must agree in writing to this policy. Violation of this policy will be sufficient reason for denying any group permission to visit said properties.
ARTICLE XI: DISSOLUTION
In order to dissolve the Conservancy it shall be necessary to receive the unanimous vote of the membership or their written proxies attending the Annual Business Meeting or a meeting specially called for the purpose, notice of which shall be in writing at least thirty (30) days in advance of such meeting.
Upon dissolution, the assets of the Conservancy remaining after payment of just debts or debts ordered paid by law, are to be turned over to similar non-profit organization(s) whose intent and purposes encompass those of this Conservancy such as the National Speleological Society, The Nature Conservancy, or a local land trust where the particular assets are located, providing said organization(s) are willing to accept same and carry on the purposes of this Conservancy for said assets; otherwise to the town, city, or county, respectively, where the particular assets are located, provided said unit is willing to accept same and carry on the purposes of this Conservancy for said assets; otherwise, said assets are to be turned over to the State of Indiana.
It shall be the duty of the President upon dissolution to make arrangements for the transfer of assets. Under all circumstances, the transfer of assets must be consistent with Article IX of the Articles of Incorporation.