BYLAWS

OF

GREATER IDAHO FALLS VILLAGE IMPROVEMENT SOCIETY, INC.

 

ARTICLE 1.

Purposes

  Section 1.  This Corporation will have the purposes stated in its Articles of Incorporation, as they now exist or are hereafter amended.  More specifically, the Corporation will convene stakeholders across the greater Idaho Falls area to enhance the quality of life in our community through initiatives that preserve our heritage, protect our community and promote good civic behavior, fostering a clean, safe, and vibrant community of active and engaged citizens who share responsibility and pride in our public spaces and conversations. The Corporation shall be considered and treated as a business league, pursuant to Section 501(c)(6) of the Internal Revenue Code.

ARTICLE 2.

Board of Directors

  Section 1.  Membership and Election.  The Board of Directors shall be composed of not fewer than three (3) nor more than fifteen (15) individuals.  The Board and the Board Chair shall be elected annually by the existing Board of Directors; provided, however, that the President of the Corporation shall automatically hold a seat on the Board by virtue of his/her office.  A Board member may vote for himself/herself.  The exact number of members shall be set by the Board of Directors.

  Section 2. Duties.  The business and affairs of this Corporation and the general policies to be followed by the Corporation shall be the responsibility of the Board of Directors.

  Section 3. Term of Office.  The members of the Board of Directors shall be elected at the first annual meeting and shall hold office for a term of three years.

  Section 4.  Meetings.

  4.1 The annual meeting of the Board of Directors will be held at a time and place selected by the Board of Directors.

4.2 One or more regular meetings shall be held during the year as set by the Board of Directors.

4.3 Special meetings shall be held at the call of the Chair, the President or by a written request of more than 50% of the members of the Board of Directors.

  4.4 Action By Directors Without A Meeting:  Any action taken at a meeting of the Directors of the Corporation may be taken without a meeting if consent in writing setting forth the actions to be taken is signed by all the Directors, and filed in the minutes of the Board of Directors.  Such consent shall have the same effect as a unanimous vote of the Board of Directors or a committee thereof at a duly called and convened meeting thereof.  Action taken under this Section is effective when the last Director signs the consent, unless the consent specifies an effective date.

  4.5 Participation of Directors By Means of Communications Equipment:  Members of the Board of Directors, or of any committee thereof, shall be deemed present at a meeting of such Board of Directors or committee if a conference telephone, zoom meeting or similar communications equipment, by means of which all persons participating in the meeting can hear each other, is used.

  Section 5.  Notices.  

 5.1 Written Notices of any annual meeting shall be provided to all 

members of the Board of Directors at least seven (7) days 

prior to such meeting, at their address as listed on the books of the Board of Directors.

  5.2 Written Notices of any regular meeting or special meeting

shall be provided to all members of the Board of Directors at least three (3) days prior to such meeting, at their address as listed on the books of the Board of Directors.

  5.3 Notice may be made by facsimile, electronic mail or U.S.

Mail.  The date of the notice shall be the date sent if via facsimile or electronic mail, or the third day following deposit in the U.S. Mail with adequate postage.

  Section 6.  Quorum.  A majority of the Board of Directors then serving shall constitute a quorum of the Board of Directors.  Should the number of members be three, then all members of the Board of Directors shall constitute a quorum.

  Section 7. Vacancies.  Vacancies on the Board of Directors shall be filled by the remaining members of the Board of Directors.

  Section 8.  Resignation.  Any member of the Board of Directors may resign at any time by giving written notice to the Board of Directors or the President.  Any such resignation shall take effect at the time specified therein, or, if the time is not specified therein, upon its acceptance by the Board of Directors.  

  Section 9.  Removal.  The other members, by a majority vote of such other members at any meeting of the Board of Directors at which a quorum is present, may remove from office a member of the Board of Directors, with or without cause, whenever it is deemed in the best interests of the Corporation.

  Section 10.  Voting.  Every member of the Board of Directors in good standing shall have the right and be entitled to one vote upon every proposal properly submitted to vote at any meeting of the Board of Directors.

  Section 11.  Compensation.  Members of the Board of Directors shall not receive any stated salaries for their services, but the Board of Directors may, in its discretion, allow a fixed sum and expenses for attendance at any Board of Directors meeting.  Nothing contained herein shall preclude any member of the Board of Directors from serving the Corporation in any other capacity and receiving compensation therefor.

  Section 12.  No Loans to Directors or Officers.  This Corporation will loan no money to any of its Directors or Officers.

ARTICLE 3.

Officers

  Section 1.  Officers.  The officers of the Corporation shall consist of a President, a Vice President, a Treasurer and a Secretary, and such other officers as the Board of Directors may from time to time deem necessary.  A person may hold more than one office.

  Section 2.  President.  The President shall have all general powers and duties which are generally vested in the office of the President, including the power to make appointment to all committees from time to time as in his or her discretion may be deemed appropriate to assist in the conduct of the affairs of the committee.  The President will have an automatic seat on the Corporation’s Board of Directors by virtue of his/her office.

  Section 3.  Vice President.  If the Board of Directors elects a Vice President, he or she shall be the second officer in the chain of command, and shall accept and perform the duties and exercise the power of the President in his/her absence.

  Section 4.  Secretary.  The Secretary is the third officer in the chain of command.  In the absence of the President and Vice President, he/she shall accept and perform the duties and exercise the power of the President.  The Secretary shall ensure that all minutes and records are properly kept and are available for corporate purposes.

  Section 5.  Treasurer.  The Treasurer is the fourth officer in the chain of command.  In the absence of the President, Vice President and the Secretary, he/she shall accept and perform the duties and exercise the power of the President.  The Treasurer shall be responsible for all reports pertaining to the fiscal affairs of the Corporation and shall be custodian of all funds of the Corporation.

  Section 6.  Term of Office.  Officers shall be elected annually by the Board of Directors at the annual meeting of the Board, for a period of two years or until their successors have been duly elected.

  Section 7.  Resignation.  Any officer may resign at any time by giving written notice to the Board of Directors, and such resignation shall take effect at the time specified therein or, if no such time is specified, upon acceptance by the Board of Directors.

  Section 8.  Vacancies.  A vacancy in any office due to death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

  Section 9.  Removal.  Any officer elected or appointed by the Board of Directors may be removed from office, with or without cause, by majority vote of the Board, other than the officer to be removed if an Officer is a Director.

  Section 10.  Compensation.  Compensation, if any, for the officers of the Corporation shall be set by the Board of Directors in its sole discretion.

ARTICLE 4.

Committees

  Section 1.  Appointment of Committees.  The Board of Directors may designate an Executive Committee, consisting of the officers of the Corporation, having the authority to act in the name of the Corporation at such times as the Board is not in session, and may designate one or more additional committees and delegate to such committees specific and prescribed authority.  Committee chairs and members shall be appointed by the President with the advice and consent of the Board.  All committee members will serve until the first annual meeting following their appointment, or until their successors have been appointed.

  Section 2.  Action by Committee Without a Meeting.  Action required or permitted to be taken at a committee meeting may be taken without a meeting if the action is taken by all of the committee members.  The action must be evidenced by one or more written consents describing the action taken and signed by each committee member.  Any such written consent shall be filed with or entered upon the records of the Corporation.  A consent signed under this section has the effect of a meeting vote and may be described as such in any document.  Action taken under this section is effective when the last committee member signs the consent, unless the consent specifies a different effective date.

ARTICLE 5.

Staff

Section 1.  The Board of Directors may employ an Executive Director or Chief Operating Officer and shall authorize the employment of other employees as are needed to carry out the purposes of the Corporation.  The Executive Director or Chief Operating Officer shall select any other employees of the Corporation.  Compensation and other terms of employment shall be set by the Board of Directors.

ARTICLE 6.

Fiscal Year

  Section 1.  The fiscal year of the Corporation shall end on the last day of December of each year.

ARTICLE 7.

Rules of Order

Section 1.  “Roberts Rule of Order”, as revised, shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws.

ARTICLE 8.

Amendments

  Section 1.  These Bylaws may be amended, revised, repealed, or rescinded by a two-thirds (2/3) majority vote of the Board of Directors present at any meeting of the Board of Directors.

ARTICLE 9.

Miscellaneous

  Section 1.  Indemnification.  The Corporation shall indemnify any director, officer or former director or officer of the Corporation against expenses actually and reasonably incurred by him/her in connection with the defense of any action, suit or proceeding, civil or criminal, in which s/he is made party by reason of being or having been a director or officer, except in relation to matters as to which s/he is adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of such person’s duty to the Corporation.

  Section 2.  Depositories.  All funds from the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, savings and loan associations, trust companies or other depositories as the Board of Directors may determine.

  Section 3.  Checks, Drafts, etc.  All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such persons and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instrument shall be signed by the Treasurer or an Assistant Treasurer.

  Section 4.  Annual Audit.  The financial books and records of the Corporation may be audited or reviewed annually by a certified public accountant as determined by the Board of Directors.

  Section 5.  Books and Records.  The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors and shall keep a record giving the name and address of members entitled to vote.  All books and records of the Corporation may be inspected by any member or his agent or attorney or the general public for any proper purpose at any reasonable time.

  Section 6.  Dissolution.  A resolution to dissolve the Corporation shall be submitted to a vote of the Board of Directors.  In the event of dissolution of the Corporation, the Board of Directors shall, after payment of all liabilities of the Corporation, dispose of the assets of the Corporation exclusively for the purposes of the Corporation in such manner or to such organizations organized and operating exclusively for purposes as shall at the time qualify under Section 501(c)(6) of the Internal Revenue Code.

  Section 7.  Nondiscrimination.  This Corporation is an equal opportunity employer and shall make available its services without regard to race, creed, age, sex, color, ancestry or national origin.

  Section 8.  Political Activity.  The Corporation shall not, in any way, use corporate funds in the furtherance of, nor engage in, any political activity for or against any candidate for public office.  The Corporation shall not attempt to influence legislation and shall remain politically neutral.

  Section 9.  Gifts.  The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest or devise for the general purposes or for any special purposes of the Corporation.