SECTION 1. PRINCIPAL OFFICE
The principal office of the Corporation is located in Missoula County, State of Montana. The Corporation may have such other offices as the Board of Directors may from time to time determine.
SECTION 2. CHANGE OF ADDRESS
The designation of the county or state of the Corporation’s principal office may be changed without amendment of these Bylaws. The Board of Directors may change the principal office from one location to another address by filing the change on the annual corporate report with the Secretary of State, and such changes of address shall not require an amendment of these Bylaws. The address of the registered agent may be changed from time to time by the Board, without requiring amendment of these Bylaws.
ARTICLE II.—NONPROFIT PURPOSES
SECTION 1. IRS SECTION 501 (c) (6)
This Corporation is organized exclusively as a non-profit membership organization for one or more of the purposes specified in Section 501 (c) (6) of the Internal Revenue Code.
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this Corporation are set forth in the Articles of Incorporation.
SECTION 1. NUMBER
The Corporation shall have at least five (5) and no more than twelve (12) Directors and collectively they shall be known as the Board of Directors. The Board of Directors may be enlarged to include additional Directors as approved by the existing Board of Directors.
SECTION 2. QUALIFICATIONS
Directors shall be of the age of majority in the State of Montana. They shall have an interest, skills and/or expertise in furthering the purposes for which the Corporation is organized. All Directors shall be members of this organization with the exception of two (2) Directors who, at the discretion of the Board, may be selected from outside the Corporation for their expertise.
SECTION 3. POWERS
Subject to the provisions of the laws of the State of Montana and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this Corporation, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors by majority vote. It shall be the duty of the Directors to:
- Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this Corporation, or by these Bylaws;
- Appoint, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties, supervise the performance of and fix the compensation, if any, of the chief staff executive of the Corporation;
- Elect and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers of the Corporation;
- Establish any and all policies, procedures, and operating guidelines to further the interest of the Corporation, including but not limited to, membership criteria; dues; removal of members; requirements relating to the certification examination, including content; and requirements relating to continuing education;
- Meet at such times and places as required by these Bylaws;
- Register their addresses with the Secretary of the Corporation—notices of meetings mailed or electronically transmitted to them at such addresses shall be valid notices thereof.
SECTION 4. NOMINATION, ELECTION AND TERMS OF OFFICE
The initial Board of Directors shall be selected by the Incorporator.
The term of office of the initial Board of Directors shall commence as of their appointment and continue until the next annual election. Elections shall occur in a time and in a manner determined by the Board in accordance with rules or guidelines of the International Association of Structural Integrators.
By the annual meeting next held after adoption of these Bylaws, there shall be an election for all the Directors then sitting, approximately one-half of whom shall be elected for a term of one (1) year and approximately one-half of whom will be elected for a period of two (2) years. By each annual meeting thereafter, approximately one-half the Directors will be elected to serve a term of two years.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies in the Board shall be filled by nominations from among, and vote of, the Professional Members of the Corporation, with each member having one vote for each vacancy on the Board. The Board may nominate and elect by majority vote of the Board up to two Directors from outside the Corporation. Approval of such two Directors does not require approval of the Professional Members of the Corporation.
In accordance with nominating process determined by the Board, Professional Members shall vote for board candidates in writing, using an official ballot supplied by IASI. Those ballots will be returned to an independent third party appointed by IASI and certified in the State of Montana as a member of the Montana Association of Mediators. The independent third party will tabulate the ballots, certify the results, and report them in writing or in person to the Board and Members of the Corporation at the Annual Meeting.
Vacancies on the Board of Directors shall exist (a) on the death, resignation or removal of any Director, (b) whenever the number of authorized Directors is increased, by amendment to these Bylaws; and (c) whenever a term of an existing Director expires.
Each Director shall hold office for a period of two (2) years from the date of election and until his or her successor is elected. Unless otherwise provided by the Board, each Director may serve for two consecutive two-year terms, with the possibility, at the Board’s discretion, of an additional one-year extension. A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.
Any Director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of the State of Montana.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of the State of Montana.
SECTION 5. COMPENSATION
No compensation, loan or other payment shall be paid to any Board members, except as authorized by the Board as reasonable compensation for services rendered and/or as reimbursement, upon request and upon submission of itemized invoices, for reasonable expenses in connection with their attendance at regular and special meetings of the Board.
SECTION 6. FREQUENCY AND PLACE OF MEETINGS
Quarterly meetings shall be held at such locations designated by the Board of Directors. With the exception of the Board meeting held in conjunction with the Annual Meeting, meetings may be held by conference call or video conference at the discretion of the President.
SECTION 7. ANNUAL MEETING
The Annual Meeting of the Corporation and its Directors shall be held annually in the fall, at the call of the President, unless otherwise determined by the Directors, and with notice as provided herein.
SECTION 8. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the President, the Vice President, the Secretary, by any two (2) Directors, or, if different, by the persons specifically authorized under the laws of the State of Montana to call special meetings of the Board. Such meetings shall be held at the principal office of the Corporation or, if different, at the place designated by the person or persons calling the special meeting.
SECTION 9. NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:
- Regular Meetings.At least fourteen (14) days written/electronic notice shall be given by the President of any regular meeting of the Board of Directors. A meeting agenda will be provided with the written notice.
- Special Meetings.Notices of Special meetings shall be in accordance with Montana Law Title 35, Chapter 2.
Whenever any notice of a meeting is required to be given to any Director of this Corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the Director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
SECTION 10. QUORUM FOR MEETINGS
A quorum shall consist of at least two-thirds of the members of the Board of Directors.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of the law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.
SECTION 11. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Directors is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws or provision of law require a greater percentage or different voting rules for approval of a matter by the Board.
With the exception of actions delineated below in this Section, action may be taken by the Board without a meeting if the action to be taken is approved in writing by a majority of the members of the Board. Action that may not be taken in writing by the Board without an official meeting include action on motions to:
- elect or remove board members;
- hire or fire the chief executive;
- approve the annual budget;
- approve mergers; or
- dissolve the corporation.
SECTION 12. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President of the Corporation, or in his or her absence, by the Vice President of the Corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the Directors present at the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.
SECTION 13. NON-LIABILITY OF DIRECTORS
In accordance with the laws of the State of Montana, the Corporation shall indemnify any Director or Officer or former Director or Officer of the Corporation against claims, liabilities, expenses or costs necessarily incurred by him/her in connection with the defense, compromise, or settlement of any action, suit or proceeding, civil or criminal, in which such person is made a party by reason of being, or having been, such Director or Officer, except in connection with a proceeding in which the Director or Officer was judged liable to the Corporation, or in connection with any other proceeding that charges improper personal benefit to the Director or Officer, whether or not involving action in his/her personal capacity in which the Director or Officer is judged liable on that basis that personal benefit was improperly received by the Director or Officer. Indemnification of a Director or Officer shall only be to the extent not otherwise compensated, or reimbursed by insurance.
SECTION 14. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The Corporation shall maintain a policy of Directors and Officers liability insurance that indemnifies Directors, Officers and employees of the Corporation to the fullest extent permissible under the terms of the policy and the laws of the State of Montana.