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ARTICLE 1: NAME AND LOCATION
1.1 NAME: The name of this Corporation is TRIANGLE ORGANIZATION DEVELOPMENT NETWORK OF NORTH CAROLINA (TODN), hereinafter referred to as the Corporation.
1.2 PRINCIPAL OFFICES: The principal office of the Corporation is located in Durham County, North Carolina, at an address to be designated by the Board of Directors. The Corporation may also maintain offices at such other places as the Board of Directors may from time to time determine.
ARTICLE 2: DURATION
The duration of the Corporation shall be perpetual.
ARTICLE 3: NONPROFIT PURPOSES
3.1 INCORPORATION OF SECTION 501 [c] [6] PURPOSES: This Corporation is organized exclusively for one or more of the purposes as specified in Section 501 [c] [6] of the Internal Revenue Code. The Corporation shall not be organized for profit and no part of the net earnings of the Corporation shall inure to the benefit of any member or individual.
3.2 SPECIFIC CORPORATE OBJECTIVES AND PURPOSES: The specific objectives and purposes of the Corporation shall be: To provide organization development (OD) practitioners with opportunities for personal and professional learning, development and support. To develop the field and practice of OD through sharing best practices, innovations, trends, research, approaches and techniques. To provide a forum for networking, mentoring and fun.
ARTICLE 4: MEMBERSHIP
4.1 CLASSES OF MEMBERS: The Corporation shall have one class of members. An individual shall become a member by submitting a membership application and paying the annual dues. The Board of Directors may create additional classes of members (e.g., Student Members, Corporate Members).
4.2 DUES : Each member of the Corporation shall submit an application and pay dues annually in amounts as determined by the Board of Directors. Failure to pay dues by a cut-off date determined by the Board of Directors shall result in termination of membership.
4.3 RIGHTS OF MEMBERS :Each member of the Corporation shall have the right to cast one vote on all actions for which members have the right to vote. The right of a member to vote and all his or her rights, title and interest in and to the Corporation shall cease on the termination of his or her membership. No member shall be entitled to share in the distribution of the Corporation assets upon the dissolution of the Corporation.
4.4 TRANSFER OF MEMBERSHIP: Membership in the Corporation is not transferable or assignable.
4.5 ANNUAL MEETINGS: The Corporation shall hold an annual meeting for the purpose of meeting the newly elected Board of Directors and transacting such other business as may properly come before the meeting.
4.6 SPECIAL MEETINGS: Special meetings of the members may be called at any time for a specified business purpose by the President or 1/3 of the Board of Directors or by the written request of 15 members of the Corporation.
4.7 PLACE OF MEETINGS The Board of Directors may designate any place within the State of North Carolina as the place of meeting for any annual meeting or for any special meeting.
4.8 NOTICE OF MEETINGS Notice of the annual or any special meeting of members, stating the purpose or purposes of the meeting, the time, date and place where it is to be held, shall be sent by any means which reach the entire membership not less than ten days nor more than sixty days before the meeting.
4.9 QUORUM FOR MEMBERSHIP MEETINGS: At any meeting of the members of the Corporation, exclusive of meetings of the Board of Directors, the presence in person of five per cent (5%) of the members shall be necessary to constitute a quorum for all purposes except as otherwise provided in these Bylaws, and the act of the majority of the members present at any meeting at which there is a quorum shall be the act of the full membership.
ARTICLE 5: BOARD OF DIRECTORS
5.1 ELECTION: The business and property of the Corporation shall be managed and controlled by the Board of Directors. The Board of Directors shall be elected by the members to hold office until the expiration of their term of office or until the election and qualification of their respective successors. The Directors shall be elected every year as their term expires and shall be chosen by ballot by a majority of the votes of the members.
5.2 NUMBER: The number of directors of the Corporation shall consist of no less than five (5) and no more than twelve (12) individuals, each of whom shall be a member in good standing of the Corporation.
5.3 CONSECUTIVE TERMS OF DIRECTORS: A Director may serve six (6) consecutive years on the Board and then must take a minimum two (2) year absence.
5.4 DUTIES, POWERS AND COMMITTEES
- The Board of Directors shall be responsible for the control and management of the affairs, property and interest of the Corporation, for keeping the organization informed of all activities of the Corporation, and for planning and supporting programs and activities consistent with the Corporations purposes.
- The Board of Directors may create and appoint committees to assist the Directors in the conduct of the Corporation affairs.
5.5 ANNUAL MEETINGS: The annual meeting of the Board of Directors for each year shall be held following the annual meeting of the members.
5.6 QUORUM: One-third of the Board of Directors shall constitute a quorum for the transaction of business, and all actions of the Board of Directors shall be determined by consensus, or if a consensus cannot be achieved, by a majority vote. This quorum shall be sufficient except as provided in Articles 6.7, 8.1 and 8.2.
5.7 VACANCIES: Any vacancy in the Board of Directors may be filled for the unexpired portion of the term by a majority vote of the remaining directors, at any meeting of the Board of Directors.
5.8 REMOVAL OF DIRECTORS: Any director may be removed from office by the affirmative vote of a majority of the full membership registered in person, at any annual or special meeting, with or without cause. Any such director proposed to be removed shall be entitled to at least ten (10) days notice, with confirmation of receipt, of the proposed removal and of the meeting time and place at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.
5.9 CHAIR: At all meetings of the Board of Directors, the President or Vice-President, or in their absence, a chair chosen by the directors present shall preside.
5.10 CONFLICT OF INTEREST: It is recognized that occasions may arise when a member of the Board of Directors or an Officer of the Corporation has a financial interest in a contract of transaction upon which action is to be taken or withheld by such Board of Directors or a committee thereof. It is the policy of the Corporation and of its Board of Directors that:
(a) Any material facts as to such financial interest shall be disclosed by such member or officer to the members of such Board of Directors or committee. Such disclosure shall be recorded in an annual conflict of interest statement signed by such member and officer or, if not previously disclosed in such statement, when the matter at interest comes up for action by such Board of Directors or committee.
(b) The member or officer having such financial interest on any matter shall not vote or use any personal influence in regard to that matter (except that the member may state a position on the matter and respond to questions about it); however, such member or officer may be counted in determining the quorum for the meeting at which the matter is voted upon. The minutes of the meeting shall reflect that the disclosure was made and the abstention from voting.
(c) The Board of Directors or committee may authorize any contract or transaction between the Corporation and any such member or officer, or between the Corporation and any Corporation, association, or other organization in which such member or officer is a Director or officer or has a financial interest, unless such contract or transaction would be in violation of applicable law.
5.11 COMPENSATION: Directors shall not receive any salary for their services as Board members.
ARTICLE 6 : OFFICERS
6.1 NUMBERS, QUALIFICATIONS, ELECTION AND TERM OF OFFICE
(a) The officers of the Corporation shall consist of a President, a Vice-President, a Secretary, a Treasurer and such other officers with such powers and duties not inconsistent with these Bylaws as may be appointed and determined by the Board of Directors.
(b) Officers of the Corporation shall be elected by the membership via electronic ballot from among the members presented by the nominating committee.
(c) Each officer shall hold office for one year, except as may previously be determined in the notice of his or her election, which determination shall be made by the Board of Directors or by a nominating committee at the time of nomination, and shall serve until his or her successor shall have been elected.
6.2 VACANCIES: A vacancy in any office not otherwise provided for shall be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting of the Board.
6.3 PRESIDENT: The President shall be the chief executive officer of the Board of Directors, shall have general charge of the business, affairs and property of the Corporation in its general operation, and shall do and perform such other duties as may be assigned to him or her by the Board of Directors, and shall be an ex-officio member of all committees.
6.4 VICE-PRESIDENT: During the absence or disability of the President, the Vice-President shall exercise all the functions of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. If the office of the President should become vacant, the Vice-President shall assume such office for the un-expired term. The Vice-President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors.
6.5 SECRETARY: The Secretary shall:
(a) Keep or cause to be kept a record of all the proceedings of the meetings of members and of the Board of Directors and of the Executive Committee;
(b) Cause all notices to be duly given in accordance with the provisions of the Bylaws and of the Executive committee;
(c) In general, perform all duties incident to the office of the Secretary.
6.6 TREASURER: The Treasurer shall:
(a) Have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Corporation;
(b) Keep, or cause to be kept, all the books of account of all the business and transactions of the Corporation;
(c) Render to the President, or the Board of Directors, and to the members, whenever requested, a statement of the financial condition of the Corporation and of all his or her transactions as Treasurer. Render a full financial report, based on the books and accounts audited at least every two years by a certified or other public Corporation accountant, or an auditing committee, at the annual meeting of the Board of Directors.
(d) In general, perform all duties incident to the office of the Treasurer.
6.7 REMOVAL OF OFFICERS: Any officer may be removed from office by the affirmative vote of two-thirds of the Board of Directors, at regular or special meeting called for that purpose, with or without cause. Any such officer proposed to be removed shall be entitled to at least ten days notice in writing by mail of the proposed removal and of the meeting time and place at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.
6.8 CHECKS AND BONDS: The President, Vice-President, Treasurer, or any other officer designated by the Board of Directors, shall be authorized to sign checks and drafts of the Corporation. Any check in an amount over $500.00 shall require the signatures of at least two officers. At the discretion of the Board of Directors, the above officers may also be required to give bond for the faithful discharge of their duties in such sum and with such surety as the Board of Directors may determine, the expense of such bonding to be paid by the Corporation.
ARTICLE 7: COMMITTEES
7.1 APPOINTMENT : The Board of Directors shall appoint any committees, except the nominating committee, for any purposes and duration that it deems necessary.
7.2 NOMINATING COMMITTEE: The Nominating Committee shall be composed of the President, Vice-President and at least two others, including one member who is not a member of the Board of Directors as Committee Chair; shall prepare and submit, at least one month prior to the annual meeting, a slate of directors for election at the annual meeting of the members.
ARTICLE 8: AMENDMENTS
8.1 BY BOARD OF DIRECTORS: Except as provided in Section 8.2 of the Bylaws, the Board of Directors shall have the power to amend or alter the Bylaws by an affirmative vote of two-thirds of the Board of Directors, at any regular or special meeting called for that purpose. Any member of the Corporation shall be entitled to at least ten (10) days notice in writing by mail of the proposed amendment and of the meeting time and place at which such amendment is to be voted upon, and shall be entitled to appear before and be heard at such meeting.
8.2 BY MEMBERS: Bylaws may be amended by the affirmative vote of two-thirds of the individual members in good standing of the Corporation at a special meeting called for that purpose upon not less than fourteen (14) days prior notice.
ARTICLE 9: INDEMNIFICATION AND INSURANCE
9.1 SCOPE OF INDEMNIFICATION: The Corporation shall indemnify such persons as it may indemnify pursuant to the applicable provisions of the North Carolina Nonprofit Corporation Act. The Corporation shall also indemnify any representative against expenses actually and reasonably incurred by such representative in the successful defense in any suit, to the extent required by the Act.
9.2 INSURANCE: The Board of Directors may authorize, by a vote of a majority of the whole Board of Directors, the Corporation to purchase and maintain insurance on behalf of any person who is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability pursuant to the provisions of the Act.
ARTICLE 10: DISSOLUTION
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all of the assets of the corporation in accordance with the provisions of the North Carolina Nonprofit Corporation Act, exclusively for the purposes of the Corporation in such manner or to such organization or organizations organized for substantially the same purpose as this Corporation, as the Board of Directors shall determine.
ARTICLE 11: MISCELLANEOUS
11.1 BANK ACCOUNT: The funds of the Corporation shall be deposited or kept with a bank or trust company selected by the Board of Directors. Such funds shall be disbursed upon the order or orders of such officers as may be prescribed by the Board of Directors.
11.2 FISCAL YEAR: The fiscal year of the Corporation shall be the calendar year.
11.3 USE OF CORPORATION NAME: No member of TODN-NC shall use the name of the organization for the endorsement or sponsorship of any individual, issue, event, or organization without the express approval of the Board of Directors.
Adopted 1999
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