ATHENA LEADERSHIP FOUNDATION, INC.
ARTICLE I – NAME
The name of the corporation shall be the ATHENA LEADERSHIP FOUNDATION, INC.
(Hereafter called “Corporation”).
ARTICLE II – PRINCIPAL OFFICE
The Corporation’s principal office shall be located in the County of St. Charles, State of Missouri as described in the Corporation’s Articles of Incorporation filed with the Secretary of State’s Office of the State of Missouri.
ARTICLE III – PURPOSE & MISSION
Section 3.1 Mission. To Support, honor and develop women leaders and inspire women to reach their full potential.
Section 3.2 Incorporation Purpose. The Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code
ARTICLE IV – MEMBERSHIP
The Corporation shall have members and the Corporation shall have a self-perpetuating Board of Directors, as set forth in ARTICLE V of these By-Laws, pursuant to Section 355.131 R.S.Mo (1994).
ARTICLE V – BOARD OF DIRECTORS
Section 5.1 General Powers. The business and property of the Corporation shall be managed by its Board of Directors. The Board shall be responsible for overall policy and direction of the Corporation, and shall delegate responsibility for day-to-day operations to the Corporation’s Executive Director or in the absence of an appointed Executive Director to the Corporation’s Executive Committee.
All Officers and Agents for the Corporation, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the property and affairs of the Corporation as may be provided in the By-Laws or, in the absence of such provision, as may be determined by policy and resolutions of the Board of Directors.
Section 5.2 Board Composition. The Board of Directors shall consist of at least seven (7) members but no more than fifteen (15) members.
Section 5.3 Term. Board members shall serve three (3) year terms. The Board of Directors shall, as necessary, assign one (1) year-term appointments to incoming and re-appointed members of the Board of Directors to maintain staggered terms. In the case of mid-term appointments of Board Members, the time between a Board Member’s appointment and the next Annual Meeting shall not be considered when calculating the term. Terms shall begin at the Annual Meeting. Board Members shall serve no more than two (2) consecutive terms.
Should a Board Member complete two consecutive terms while serving as an Officer on the Executive Committee, the Director will remain a Board Member until he/she fulfills his/her obligation as an Officer.
Section 5.4 Vacancies. The Board of Directors shall be self-appointing. In the case of any vacancy in the Board of Directors through unfilled vacancies, death, resignation, disqualification, or removal, the remaining Directors, by affirmative vote of the majority thereof, shall at their discretion fill any vacancies.
Section 5.5 Regular Meetings. The Board shall meet at least quarterly, at an agreed upon time and location. Board members shall be given at least five (5) days’ notice of regularly scheduled meetings. Meetings may take place in person, by telephone, by video, over the Internet, or any other effective form of electronic conferencing, or by a combination of the aforementioned modes of communication.
Section 5.6 Special Meetings. Special meetings of the Board of Directors shall be called upon by the request of the President or one-third (1/3) of the Board of Directors.
Section 5.7. Notice of Special Meetings. Notices of Special Meetings shall be sent out by the Secretary (or designate) to each member of the Board of Directors two (2) days in advance to the address on record, the most recently known address, phone number, or most recently known e-mail address. Said notice must identify the time, date, place, tentative agenda, and whether the meeting is open or closed. Notice will be deemed to have been given when deposited in the United States mail, postage paid, or when delivered in person, or by courier or by facsimile transmission, or by electronic mail.
Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Section 5.8 Quorum. Fifty percent (50%) members of the Board of Directors shall constitute a Quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting without further notice. To facilitate the quorum requirement, Board Members will attend a minimum of 75% of all board meetings within a calendar year.
Section 5.9 Voting. Voting may take place in person, by telephone, by video, over the Internet, or any other effective form of electronic conferencing, or by a combination of the aforementioned modes of communication.
Section 5.10 Manner of Acting. The act of the majority of the Directors present at a meeting of the Directors at which a quorum is present shall be the act of the Board of Directors.
Section 5.11 Compensation. Members of the Board of Directors will be volunteers and serve without financial consideration from the Corporation. All travel, meals, subsistence to attend Board meetings, shall be at the sole expense of the individual Members.
Section 5.12 Removal. Any member of the Board of Directors (or Executive Committee) may be removed from the Board (or office) by a Vote for Removal of no less than two-thirds (2/3) of the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served. A Motion of Removal may be brought to the Board of Directors at any time and by any member of the Board of Directors during a Regular or Special Meeting of the Board of Directors.
Failing to attend 3 board meetings without excuse will be deemed a resignation by the Director. The Board will provide written notice to the resigning Director, proceed with a Vote for Removal, and will proceed to fill the vacancy.
Section 5.13 Committee Commitment. All members of the Board of Directors will serve on a committee.
Section 5.14 Contributions. The Board of Directors is committed to 100% board giving in addition to their annual membership fee. All members of the Board of Directors commit to annually provide a meaningful gift of financial support, in-kind support, services, or another gift to support critical organizational needs.
ARTICLE VI – OFFICERS
Section 6.1 Officers, Terms, and Duties. The Officers of the Corporation shall be a President, a Vice-President, a Secretary/Treasurer, and the immediate past president. All Officers of the Corporation shall be Members of the Board of Directors and each shall serve a two (2) year term of office
- The President shall preside at all meetings of the Board of Directors and shall have the duties and powers accorded to the office of President as described in Robert’s Rules of Order. In addition, the President shall have those powers specified in these bylaws which include, but shall not be limited to, the powers to: make appointments of committees and committee chairs; represent the Board in signing contracts related to the purchase, sale or rental of real property; and/or sign the Organization’s contract with the Executive Director.
- Vice-President. The Vice-President shall have the duties and powers of the President in the event of the President’s absence. In the event of the President’s death, termination, or incapacity, the Vice-President shall exercise the duties of the President until such time as the Board of Directors shall choose to fill the vacated office. Additionally, the Vice-President shall carry out other duties as assigned by the President.
- Secretary/Treasurer. The Secretary shall be responsible for insuring that the agency complies with Section 610 of the Missouri Revised Statutes, the “Missouri Sunshine Law”, including but not limited to the oversight, maintenance, and retention of all official records of the Board of Directors, the sending out of meeting announcements, the distribution and retention of copies of the minutes of the Corporation and shall preside in the absence of the President and Vice-President for the purpose of conducting meetings of the Board of Directors. It shall be the responsibility of the Secretary to ensure that all documents required by law are submitted in a timely manner and maintained at the Corporation’s principal office. The Treasurer shall oversee the keeping of all financial records of the Corporation and shall serve as the chair of the Finance committee.
- Immediate Past President. The Immediate Past President shall provide guidance to the members of the Executive Committee.
Section 6.2 Election and Term of Office. The Officers of the Corporation shall be elected at the Annual Meeting held in June and shall commence service to the Board in July of that same year, or a time set by the executive committee. Vacancies may be filled, or more offices created and filled, at any meeting of the Board of Directors. Each Officer shall hold office for two (2) years or until his/her successor is duly elected and qualified or until he/she has resigned or has been removed in the manner hereinafter provided.
Section 6.3 Vacancies. A vacancy in any Office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 6.4 Executive Committee. The officers named in Section 6.1 shall constitute the Executive Committee.
ARTICLE VII – COMMITTEES
Section 7.1 General Committees. The Board may create committees as needed. There shall be four (4) standing committees – Executive; Event; Membership; and Mentoring. The Board President shall appoint all committee chairs. Persons not serving on the Board of Directors may serve as general committee members. Standing Committee chairs must be members of the Board.
Section 7.2 Executive Committee. The officers serve as the members of the Executive Committee. This group shall determine the agenda, establish the meeting dates and set direction for the Board of Directors, and shall, in the absence of an appointed Executive Director, manage the day-to-day activities of the Corporation. Except for the power to amend the Articles of Incorporation, Bylaws, and Policies, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 7.3 Event Committee. The Event committee shall be responsible for planning the programming and execution of the ATHENA annual leadership summit and awards luncheon.
Section 7.4 Membership Committee. The Membership committee is responsible for identifying opportunities for and marketing events to the general membership, and promoting ATHENA to potential new members.
Section 7.5 Mentoring Committee. The Mentoring committee is responsible for facilitating the program curriculum, selection of mentees/mentors, assisting with identifying program sponsors, speakers, and all logistics of the mentoring program.
ARTICLE VIII – CONTRACTS, LOANS, CHECKS AND DEPOSITS;
SPECIAL CORPORATION ACTS
Section 8.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instruments in the name of and on behalf of the corporation and such authorization may be general or confined to specific instruments.
Section 8.2 Loans. The corporation shall not allow anyone to contract on behalf of it for indebtedness for borrowed money unless the Board of Directors authorizes such a contract by resolution. The corporation shall not allow anyone to issue evidence of the corporation’s indebtedness unless the Board of Directors authorizes the issuance by resolution. The authorization may be general or specific.
Section 8.3 Checks, Drafts, etc. The Board of Directors shall authorize by resolution which officer(s) or agent(s) may sign and issue all corporation checks, drafts or other orders for payment of money, and notes or other evidence of indebtedness. The Board of Directors shall also determine by resolution the manner in which these documents will be signed and issued.
Section 8.4 Deposits. The treasurer of the corporation shall oversee the deposit and withdrawal of all funds of the corporation, in banks and other depositories; the Board of Directors shall authorize by Board resolution the exact location of the banks and depositories.
ARTICLE IX – EXECUTIVE DIRECTOR AND STAFF
Executive Director. The Board of Directors shall at its discretion hire a salaried Executive Director. The Executive Director shall have day-to-day responsibility for the Organization, including carrying out the Organization’s purpose and policies of the Board of Directors. The Executive Director shall serve as an ex-officio (non-voting) participant of the Board and all Board committees and carry out the duties described in the Director’s job description. The Board can designate other duties as necessary. The Executive Director is responsible for hiring and overseeing other staff, with Board approval.
ARTICLE X – CONFLICT OF INTEREST
The Board of Directors shall adopt and annually review a conflict of interest policy that is consistent with the recommendations provided by the Internal Revenue Services for a 501(c)(3) tax-exempt Corporations. The purpose of the policy shall be to protect the Corporation’s interest when it contemplates entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction.
ARTICLE XI – AMENDMENTS
These By-laws may be amended at any regular Board of Directors meeting by a two-thirds vote of the members present and voting, after having been presented to the entire Board of Directors in writing a minimum of fourteen (14) days prior to the meeting.
ARTICLE XII – DISSOLUTION
Upon the dissolution of the Corporation, the corporation shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purpose of the corporation in such manner, or to such Corporation or Corporations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt Corporation or Corporations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such Corporation or Corporations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XIII – INDEMNIFICATION
Section13.1 Mandatory Indemnification. The Corporation may indemnify any Officer or Director for expenses and costs (including reasonable attorneys’ fees) incurred in connection with the defense of any action, suit, or proceedings to which the Director may be a party defendant, or with which he may be threatened, by reason of, or growing out of, or in relation to the directors being or having been a Director, Officer or other individuals of the Corporation as permitted under the Missouri Nonprofit Corporation Act or other Missouri law.
Section13.2 Insurance. The Corporation may purchase and maintain insurance on behalf of an individual who is or was a Director, Officer, or employee, or agent of the Corporation, or who while Director, Officer, employee, or agent of the Corporation, is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee or agent of another foreign or domestic business or nonprofit Corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a Director, Officer, employee, or agent of the Corporation.
Section13.3 Expense. The term “expense” includes the cost of defense and amounts paid in satisfaction of judgments or in settlement, other than amounts paid to the Corporation.
Section13.4 Misconduct. The Corporation shall not, however, indemnify or hold harmless any Director or Officer for expenses or liability arising out of said Officer’s or Director’s intentional torts or violations of State or Federal criminal laws.
Section13.5 Indemnification not Exclusive. The foregoing indemnification shall not be exclusive but shall be in addition to any and all other rights and remedies to which any such Director or Officer may be entitled as a matter of law.
DATE Adopted: 9/18/15