ARTICLE I – NAME AND PURPOSE
Section 1 – Name: The name of the organization shall be American Institute of Park Executives Foundation and Trust of the American Academy for Park and Recreation Administration and hereinafter be referred to as AIPE/American Academy Foundation. It shall be a 501(c)(3) nonprofit organization incorporated under the laws of the State of Missouri.
Section 2 – Purpose: AIPE/Academy Foundation is organized exclusively for charitable and education purposes. The purpose for which this corporation is organized is:to provide funds for support of research, education and professional development in the field of parks and recreation.
ARTICLE II – MEMBERSHIP
Section 1 – Membership: Membership of the Board of Directors shall consist of Directors and Lifetime Trustees, who are members of the American Academy for Park and Recreation Administration (AAPRA), and who act independently of the AAPRA and are not members of the AAPRA Board.
Section 2- Lifetime Trustees: Lifetime Trustees are selected by a majority vote of the Board of Directors and serve as voting members and are part of the quorum.
ARTICLE III – BOARD OF DIRECTORS
Section 1 – Board roles, size, and compensation: The Board is responsible for overall policy and direction of the foundation and delegates responsibility of day-to-day operations to the AAPRA staff, specific Board members, or its committees. The Board shall have no fewer than six members in addition to the Lifetime Trustees. Board Members receive no compensation other than expenses described by the IRS.
Section 2 – Board members responsibilities: Each Director shall assume the responsibility to act solely for the good of this corporation in pursuance of the objects and purposes set forth in the organizational documents and exhibit the highest level of honesty and efficiency when serving as a member of the Board. Directors shall discharge their duties of the position in good faith, in a manner he/she can reasonably believe to be in the best interest of the corporation and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. It is the goal that members of the AIPE/Academy Foundation Board of Directors champion the Foundation’s fund-raising efforts. Therefore, each Board member shall make an annual contribution to the Foundation and each shall actively participate in asking other Academy members to donate.
Section 3 – Conflict of interest: Any possible conflict of interest or the appearance of a conflict of interest on the part of a Director shall be disclosed to the Board. When any such interest becomes a matter requiring Board action, such Director shall recuse himself/herself from discussion and voting except to make a brief statement disclosing the existence and nature of the conflict requiring his or her not participating in said discussion, vote or action. The Director shall not be included as present in determining a quorum for a meeting at which action by the Board is to be taken on the matter. The minutes of all actions should clearly reflect that these requirements have been met.
Section 4 – Terms: All Board Members may serve a maximum of two consecutive three-year terms, including the initial term except for Lifetime Trustees. After one year not serving on the Board, an individual will be eligible for re-election to the Board. The Board shall have the flexibility to elect Directors to serve a one (1), two (2), or three (3) year term. In the instance of a Director being elected to a term of less than three (3) years, that term shall not count towards their 1st three-year term. An individual will be eligible for re-election to the Board after one year of not serving on the Board. Annual terms shall be defined as January 1 – December 31 each year.
Section 5 – Meetings and notice: The Board shall meet at least once annually at a time and place designated by the Board. An official Board Meeting requires that each Board Member have electronic notice at least one week in advance.
5.1 –Regular meetings: Regular meetings of the Board may be called by the President or in his/her absence, the Vice President.
5.2 –Special meetings: Special meetings of the Board shall be called upon the request of the President or by a one-third vote of the Board.
5.3 – Meeting by conference telephone: Members of the Board may participate in a meeting through use of conference telephone as long as each member participating in the meeting can communicate with all of the other members concurrently. A quorum is required for the Board to take formal action.
Section 6 – Board elections: During the annual meeting, or at a meeting called by the President as defined in section 5, the Foundation Board of Directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year or to fill a vacancy that occurs during the fiscal year. This election shall take place during the annual meeting or at a special meeting, called in accordance with the provisions of these bylaws.
6.1 Call for nominations: The Board shall maintain nominating procedures which call for the President to notice Board Members of the vacancies 60 days prior to the annual meeting or special meeting. Board members shall have the opportunity to submit candidate names to the President for consideration. The President is to submit to Board Members the names of all candidates 15 days prior to the annual meeting or special meeting.
Section 7 – Election procedures: New Directors shall be elected by a majority of Foundation Members present at the annual meeting or a special meeting consistent with the provision of the bylaws, provided there is a quorum present. Directors so elected to their term shall serve beginning on January 1st or the first day after the special meeting.
Section 8 – Quorum: A meeting must be attended by at least 40% of Board Members for business transactions to take place and motions to pass.
Section 9 – Officers and duties: There shall be two officers of the Board, consisting of a President and Vice President. The President’s duties are as follows:
9.1-The President: shall convene scheduled Board Meetings, shall preside or arrange for other members to preside at each meeting in the following order: Vice President, Executive Director.
9.2-The Vice President: shall chair committees on special subjects as designated by the Board.
ARTICLE IV – COMMITTEES
Section 1 – Committee formation: The Board may create committees as needed. The Board President appoints all committee chairs.
ARTICLE V – DIRECTOR AND STAFF
Section 1 – Executive Director: The Executive Director of the AAPRA shall serve as Executive Director of the AIPE/American Academy Foundation. The Executive Director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The Executive Director will attend all Board meetings, report on the progress of the organization, answer questions of the Board Members and carry out any specific duties determined by the Board of Trustees.
Section 2 – Executive Secretary/Treasurer: The Executive Secretary/Treasurer of the AAPRA shall serve as the Executive Secretary/Treasurer of the AIPE/American Academy Foundation. The Executive Secretary/Treasurer assists the Executive Director with day-to-day responsibilities of the organization, including carrying out the organization’s goals and policies. The Executive Secretary/Treasurer will schedule, announce and attend all Board meetings; record meeting minutes; conduct banking transactions and provide financial reports to the Board.
Section 3 – Compensation: The Executive Director and Executive Secretary/Treasurer receive no compensation other than reasonable expenses as defined in IRS regulations.
ARTICLE VI – CONTRACTS, GIFTS, DEPOSITS, AND AUDITS
Section 1 – Contracts: The Board may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2 – Checks, drafts, etc: All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by the officer or officers, Board designated agent or agents of the corporation and in such manner as shall be determined annually by resolution of the Board.
Section 3 – Deposits: All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies or other depositories as the Board may direct.
Section 4 – Gifts: The Board may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
Section 5 – Audits: The Board may determine annually the procedure(s) to review its annual fiscal reports. An independent audit will be conducted by an independent certified public accountant if the AIPE/Academy Foundation receives contributions, as defined in the Solicitation for Charity Act, of over $150,000, or if the AIPE/Academy Foundation has raised contributions in excess of $25,000 through the services of a professional fund-raiser.
ARTICLE VII – AMENDMENTS
Section 1 – Amendments: These bylaws may be amended as necessary by two-thirds majority vote of the AIPE/American Academy Foundation Board of Directors. Proposed amendments must be submitted in writing to the Executive Secretary/Treasurer and transmitted in writing to all members of the board not less than ten (10) calendar days before the scheduled Board meeting at which the amendment(s) are to be considered. The text of the proposed amendment shall be included in the notice of the meeting.
ARTICLE VIII – FISCAL YEAR
Section 1 – Fiscal year: The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December each year.
ARTICLE IX – INDEMNIFICATION
The Corporation shall indemnify such persons, for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as permitted by Missouri State Statutes, as now enacted or hereafter amended. The corporation shall obtain insurance coverage for such persons.
ARTICLE X – DISSOLUTION
Section 1 – Dissolution: In the event of the dissolution of the AIPE/American Academy Foundation, assets of the AIPE/American Academy Foundation remaining after the discharge of all liabilities shall be distributed consistent with the Foundation’s Articles of Incorporation.
These bylaws were proposed at the May 8, 2019 meeting of the AIPE/American Academy Foundation Board of Directors and approved on June 6, 2019 through an electronic ballot by a two-thirds majority vote.
*This language is adapted from the Illinois Attorney General’s office regarding Financial Reports.