Section 1.1. The name of the Corporation is the Indiana Beekeepers’ Association, Inc.
Section 2.1. The fiscal year of the Corporation shall begin each year on the first day of January and end on the last day of December of the same year.
Section 3.1. Elections. The Vision of the founders of the Indiana Beekeepers’ Association (IBA) is to get more of the membership involved at each election in order to keep the organization from becoming stagnant. The terms of the president, the secretary and the three nominating committee members shall begin after the election at the Fall meeting of each even numbered year. The vice–president and treasurer shall begin their terms after the election at the Fall meeting of each odd numbered year.
Section 3.2. Vacancies. Should an officer, a director or a nominating committee member vacancy occur during their term, the president has the right to appoint a replacement for the remainder of that term with Board approval.
Section 3.3. Meetings of Directors. The Board of Directors shall meet multiple times each year including a meeting prior to the Fall business meeting. Special meetings may be called by the president or by a majority of the board members. A director may send a replacement, but that replacement will not have a vote.
Section 3.4. Appointments. As the organization grows there will be occasion to make new appointments, such as newsletter editor, H.AS. representative, E.A.S. representative, Young Beekeeper-of-the-Year coordinator, etc. The president has the power to make these appointments with board approval.
Section 3.5. Quorum. A majority of the actual number of Directors in office immediately before a meeting begins, shall be necessary to constitute a quorum for the transaction of any business except the filling of vacancies, and the act of a majority of the Directors present at the meeting, at which a quorum is present, shall be the act of the Board of Directors, unless the act of a greater number is required by the Indiana Nonprofit Corporation Act of 1991 (the "Act"), by the Articles of Incorporation, or by these By-Laws. For the filling of vacancies by the Board of Directors, a majority of the Directors then holding office shall be necessary to constitute a quorum.
Section 3.6 Removal. Any officer or director may be removed, either with or without cause, at any time, by resolution adopted at a meeting of the Board of Directors by a unanimous vote of the Board of Directors present at the meeting. A member may be terminated from the organization for due cause. The procedure and due process for termination of a member is as follows: 1. A letter of reprimand will be sent to the member by the Board of Directors. 2. There will be a follow-up meeting with the President and the member in question. 3. Probation period with explicit goals and/or termination. 4. Final appeal of termination with Board of Directors.
Section 4.1. Execution of Contracts and Other Documents. Unless otherwise authorized or directed by the Board of Directors, all written contracts and other documents entered into by the Corporation shall be executed on behalf of the Corporation by the President or a Vice President, and, if required, attested by the Secretary.
Section 4.2. Internal Audit. A year-end financial audit of the treasurer's records shall be performed by an appointed audit committee. This committee shall report their findings back to the President and the Board by March 15th of the following year for appropriate action.
Section 4.3. External Audit. A year-end financial audit of the treasurer's records shall be performed by an external CPA firm. This firm shall report their findings back to the Executive Officers and the Board by May 15th of the following year for appropriate action if necessary.
Section 5.1. Except as indicated in the Charter, the power to make, alter, amend, or repeal these By-Laws is vested in the Board of Directors, but requires adoption by the
membership at the Fall business meeting. It requires a majority vote for adoption. Any proposed amendment by a member, other than a Board member must be submitted in writing with a proper second to the Secretary one month prior to the Fall meeting so that it may be placed on the agenda and Board members be notified of it.
Section 6.1 Upon acceptance by vote of the membership present at the annual meeting, this charter and these by-laws supersede all previous charter and by-laws.
Approved November 8, 2014