ARTICLE I STATEMENT OF PURPOSE & OBJECTIVES
This Foundation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). It shall solicit and collect voluntary contributions from members of the separate corporate organization known as the NATIONAL SPEAKERS ASSOCIATION and from other persons or organizations. Such contributed funds shall be held, invested, reinvested and disbursed as this Foundation’s Board of Trustees may from time to time determine, exclusively for charitable and educational purposes. Such purposes may include but shall not be limited to the following:
- Grants to professional speakers who are in need of financial assistance, relief, or general welfare due to unemployment, old age, disability, sickness, or catastrophic loss;
- Scholarships to assist qualified undergraduate or graduate college students; and
- Grants to fund support for communication functions of other 501(c)(3) organizations.
Funds which shall be raised for and applicable to grants to professional speakers who are in need of financial assistance shall be segregated on the records of account of this Foundation and shall be referred to as the Professional Speakers’ Benefit Fund (PSBF).
Funds which shall be raised for scholarships shall be segregated on the records of account of this Foundation and shall be referred to as the Scholarship Fund (“SF”).
This Foundation’s Board of Trustees may establish additional segregated funds consistent with the charitable and educational purposes of Section 501(c)(3) of the Code.
ARTICLE II ADMINISTRATION OF GRANTS, SCHOLARSHIPS, AWARDS AND OTHER PROGRAMS
This Foundation’s Board of Trustees shall determine, by resolution, the amount of funds available for grants, scholarships, awards and other programs. The procedures for administering such disbursements shall be developed and implemented as follows:
The Board of Trustees of this Foundation shall establish a PSBF Grants Committee and shall establish by resolution the procedures for electing the Chair and members of said Committee, including the criteria for Committee membership, the office of Chair and the terms of service. The PSBF Grants Committee shall review applications for grants from professional speakers who are in need of financial assistance and shall determine which applications shall be approved, subject to review by this Foundation’s Board of Trustees.
The Board of Trustees of this Foundation shall establish a Scholarship Committee and shall establish, by resolution, the procedures for electing the Chair and members of said Committee, including the criteria for Committee membership, the office of Chair and the terms of service. The Scholarship Committee shall establish the criteria for evaluating applications for scholarships, shall evaluate the applications received by the Foundation, and shall select the recipients of scholarships. Such selection procedures and the selection of recipients of scholarships shall be subject to review by the Board of Trustees of this Foundation.
The Board of Trustees of this Foundation may establish other disbursement programs consistent with the charitable and educational purposes of Section 501(c)(3) of the Code, and shall establish the specific procedures for, and handle the administration of, such programs.
ARTICLE III Members
The sole member of the Corporation shall be the NATIONAL SPEAKERS ASSOCIATION, an Arizona nonprofit corporation (the “Sole Corporate Member”), or its successor in interest.
The Sole Corporate Member reserves unto itself the right and authority to approve certain corporate actions as provided herein and in the Articles of Incorporation, and further reserves unto itself the right and authority to approve the following corporate actions:
- Amendments to the Articles of Incorporation or these Bylaws;
- Incurrence of indebtedness by the Corporation (other than trade debt incurred in the ordinary course of Corporation’s operations);
- Adoption of a plan of merger or consolidation;
- Sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the assets of the Corporation; and
- Dissolution of the Corporation.
Neither the Board of Trustees nor any officer or employee of the Corporation shall take any action either in contradiction of any of the foregoing powers or without first having secured the necessary approvals as may be required by these Bylaws or the Articles of Incorporation. In the exercise of its approval powers, the Sole Corporate Member may grant or withhold approval in whole or in part, or, after consultation with the Board of Trustees of the Corporation, it may, in its complete discretion, recommend such other or different actions as it may deem appropriate.
ARTICLE IV CORPORATE POWERS
Except as otherwise provided in these Bylaws or the Articles of Incorporation, the business and affairs of the Corporation shall be managed by its Board of Trustees.
A regular annual meeting of the Board of Trustees shall be held at the same place as the annual meeting of the NATIONAL SPEAKERS ASSOCIATION.
Special meetings of the Board of Trustees shall be held at such time, on such day, and at such place as the Chair or a majority of the Board of Trustees shall designate. In addition, the Board of Trustees may provide by resolution the time and place for the holding of additional regular meetings of the Trustees without any notice other than such resolution. Meetings may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, their participation in such a meeting to constitute presence in person.
Notice of any meeting shall be delivered at least ten (10) days previous thereto by written notice delivered personally, by mail or by any other commercially acceptable means of business communication including, but not limited to, overnight mail, facsimile machine, or electronic mail to each Trustee at his or her address. If mailed, such notice shall be deemed to be delivered four business days after deposit in the United States mail, so addressed, by certified delivery with postage thereon prepaid.
Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the Board of Trustees need be specified in the notice or waiver of notice of such meeting.
Any action required or permitted to be taken by the Board of Trustees at a meeting, may be taken without a meeting if all Trustees consent thereto in writing specifically setting forth such action taken. Such consent shall have the same effect as a unanimous vote.
A majority of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board.
Trustees and Officers shall not receive any compensation for their services rendered to this Corporation. Expenses incurred in connection with the performance of their official duties may be reimbursed to Trustees upon approval of the Board of Trustees. A Trustee shall not be precluded from serving the Corporation in any other capacity nor from receiving compensation for such services.
ARTICLE V BOARD OF TRUSTEES
The Board of Trustees of the Corporation shall consist of at least three (3) persons but no more than fifteen (15) persons. Subject to the foregoing limitations, the number of Trustees may be altered from time to time by a duly adopted resolution of the Sole Corporate Member, provided that no decrease shall have the effect of shortening the term of any incumbent Trustee.
All Trustees shall be selected by a nominating committee whose members shall be the Immediate Past Chair of the Board of Trustees, the current Chair of the Board of Trustees, the Chairs of the PSBF, Scholarship, and Art Berg Fund committees and elected by the Sole Corporate Member of the Corporation.
The Current President and President-elect of NSA will serve as ex-officio members during their term in office on the Sole Corporate Member Board of Directors.
At each annual meeting, a number of Trustees equal to the number whose term then expires, or such greater or lesser number as may have been designated by a duly adopted resolution of the Sole Corporate Member, shall be elected for one term of three (3) years and is eligible for one additional three (3) year term if the trustee decides to and is selected by the nominating committee. Following completion of trustee’s term(s) in office, said trustee will be eligible to return to the Foundation Board of Trustees after having been off the Foundation Board of Trustees for a minimum of one (1) year.
Any Trustee of the Corporation may resign at any time, by giving written notice thereof to the Corporation and the Sole Corporate Member. Such resignation shall take effect at the time specified therein and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective.
Any vacancy occurring in the Board of Trustees, including a vacancy created by an increase in the number of Trustees, may be filled by the Sole Corporate Member and any Trustee so chosen shall hold office until the next election of Trustees when his or her successor is elected and qualified.
A Trustee may be removed, with or without cause, at a meeting called expressly for that purpose, by the Sole Corporate Member or a vote of a majority of the Trustees in office.
The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by law, the Articles of Incorporation, or as otherwise provided in these Bylaws.
At least one member of the Foundation Board of Trustee will also be a member of The NSA Board of Directors and be designated as the Board Liaison for communication purposes.
ARTICLE VI OFFICERS
The officers of the Foundation shall be the Chair, Chair Pro Temp, Secretary/Treasurer, and when elected the Chair-elect. Such other officers, assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Trustees. Any two or more offices may be held by the same person, except the two offices of Chair and Secretary/Treasurer.
Section 2. Chair
The Chair of the Board of Trustees will be a current or former* member of the NSA Foundation Board of Trustees, selected by a nominating committee chaired by the Immediate Past Chair and consisting of the Chairs of the PSBF, Scholarship, and Art Berg Fund committees and two (2) NSA members to be appointed by the President of NSA. and will be elected by the Board of Trustees. The Chair will serve a two-year term and may be elected to serve one (1) additional two-year term, 1 year prior to the completion of the current chairs term. The Board of Trustees will elect a Chair-elect one year before the expiration of the Chair’s term of office expires. Upon expiration of the Chair’s term of office, the Chair-elect will assume that position. The nominating committee will be the same as described in Article VI, Section 2. The only stipulation on the selection of the chair elect is that they are either currently serving on the Board of Trustees or have previously served on the Board of Trustees
Section 3. Chair Pro Temp
A Chair Pro Temp will be appointed each year to lead the Board of Trustees in the absence of the Chair. The Chair Pro Temp will be nominated by the Chair and approved by the Board of Trustees.
Section 4. Immediate Past Chair
The Immediate Past Chair shall serve as voting member of the NSA Foundation Board of Trustees and remain in that position until the current chairs term expires, at which time the most recent chair will assume this position.
Section 6. Secretary/Treasurer
The NSA Staff member assigned to The Board of Trustees will serve as the Secretary/Treasurer who shall (a) keep the minutes of all meetings and proceedings of the Board of Trustees, (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, (c) have charge of all the corporate books and records, (d) have charge and custody of all financial books, records and accounts of the Corporation. They, along with NSA’s Chief Financial Officer or their representative, provide a complete financial report at the Foundation Board of Trustees meeting and (e) in general perform all of the duties as, from time to time, may be assigned to him or her by the President or Board of Trustees.
Section 7. Executive Director
The Chief Executive Officer of the Sole Corporate Member shall be the Executive Director of the Corporation. The Executive Director shall be the chief operating officer of the Corporation and, subject to the direction of the Board of Trustees, shall be responsible for the day to day management of the affairs and operations of the Corporation, and shall perform such other duties as, from time to time, may be assigned to him or her by the Board of Trustees. The Executive Director shall be an ex-officio non-voting member of the Board of Trustees.
The officers of the Corporation shall be elected annually by the Board of Trustees at the annual meeting of the Board of Trustees. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified, or until his or her earlier death, resignation, or removal.
Any officer or agent may be removed by a vote of the majority of the Board of Trustees whenever in its judgment the best interests of the Corporation will be served thereby.
A vacancy in any office because of death, resignation, removal, disqualification, or any other reason, may be filled by a vote of the Board of Trustees for the unexpired portion of the term.
ARTICLE VII COMMITTEES
The following are permanent Committees of the NSA Foundation.
Scholarship (SF): This Committee recommends selection criteria for the scholarships to the Board of Trustees, as well as, selects recipients of those scholarships.
Professional Speakers’ Benefit Fund (PSBF): This Committee recommends criteria for recipients of grants (see attached document: PSBF Committee Goals and Guidelines) to the Board of Trustees, as well as, selects recipients of PSBF funds.
Art Berg Grant: This Committee will select recipients of grants from the Art Berg Fund based on established criteria.
Fundraising Committee: This Committee will design and implement specific events and activities to raise funds to increase the corpus of the NSA Foundation and implement a planned giving program through which individuals can make contributions to the NSA Foundation through estate planning and other planned giving mechanisms.
Committee Chairs will be will be nominated by the Chair and approved by the Corporation’s Board of Trustees. The chairs of the PSBF, Scholarship Fund and Art Berg Fund shall be appointed for a term of two (2) years and reelected for a second two (2) year term and then must cycle off for a minimum of one (1) year. A committee chair elect will be selected at the beginning of the final year of the last term of the current chair.
The Board of Trustees may appoint such other Committees as it shall deem advisable and with such rights, powers, and authority as it shall prescribe except as otherwise provided by law. Each such Committee shall consist of one or more Trustees.
Each member of a Committee shall continue as a member thereof until the expiration of his or her term as a Trustee or his or her earlier resignation or death, unless sooner removed as a member or as a Trustee.
Each committee must consist of a minimum of three (3) members and a maximum of nine (9) members, including the chair.
The Board of Trustees, with or without cause, may dissolve any Committee or remove any member thereof at any time. The Board of Trustees shall also have the power to fill vacancies in any Committee.
ARTICLE VIII CONTRACTS, CHECK DEPOSITS, AND FUNDS
The Board of Trustees may authorize any Officer or Officers, agent or agents of the Corporation 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, such as, but not limited to, the previous designation within these Bylaws of the specific functions of the PSBF Grants Committee and the Scholarship Committee.
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Trustees. In the absence of such determination by the Board of Trustees, such instruments shall be signed by the Chair or the Executive Director of the Corporation.
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 of Trustees may select.
The Board of Trustees may accept, on behalf of the Corporation, any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Corporation.
ARTICLE IX MINUTES
The Corporation shall maintain accurate and complete books and records of account, as well as minutes of the proceedings of its Board of Trustees and Committees having any of the authority of the Board of Trustees, including, but not limited to, any applicable meetings of PSBF Grant Committee and the Scholarship Committee.
ARTICLE X AMENDMENTS TO BYLAWS
The power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested solely in the Sole Corporate Member.
ARTICLE XI INDEMNIFICATION OF TRUSTEES AND OFFICERS
Except as provided in these Bylaws, the Corporation shall hold harmless and indemnify each of its trustees and officers (“indemnitee”) against any and all liability and expenses incurred by indemnitee in connection with any threatened or actual proceeding or legal action resulting from indemnities’ service to the Corporation or to another entity at the Corporation’s request.
Except insofar as permitted by law, the Corporation shall not indemnify indemnitee if indemnification is prohibited by A.R.S., Section 10-1005.C.8.
Indemnitee shall notify the Corporation promptly of the threat or commencement of any proceeding or legal action with respect to which indemnitee intends to seek indemnification. The Corporation shall be entitled to assume indemnitee’s defense with counsel reasonably satisfactory to indemnitee, unless indemnitee provides the Corporation with an opinion of counsel reasonably concluding that there may be a conflict of interest between indemnitee and the Corporation in the defense of the proceeding or legal action. If the Corporation assumes the defense, the Corporation shall not be liable to indemnitee for legal or other expenses subsequently incurred by indemnitee.
The Corporation shall advance automatically expenses, including attorneys’ fees, incurred or to be incurred by indemnitee in defending a proceeding or legal action upon receipt of notice and, if required by law, of an undertaking by or on behalf of indemnitee to repay all amounts advanced if it is ultimately determined by final judicial decision (after expiration or exhaustion of any appeal rights) that indemnitee is not entitled to be indemnified for such expenses.
The Corporation shall not be obligated to indemnify indemnitee for any amounts incurred in settlement if settlement is made without the Corporation’s prior written consent. The Corporation shall not enter into any settlement that would impose any penalty or limitation on indemnitee without indemnitee’s prior written consent. Neither the Corporation nor indemnitee will unreasonably withhold consent to any proposed settlement.
In order that officers and trustees may rely on the indemnification promised by this Article IX, no repeal or amendment of this Article IX shall reduce the right of indemnitee to payment of expenses or indemnification for acts of indemnitee taken before the date of repeal or amendment.