KOI SOCIETY BYLAWS
ARTICLE 1 - THE SOCIETY
1.1 - NAME
The name of the Corporation shall be the Koi Society, Inc., hereinafter referred to as the Society. It shall be a non-profit corporation organized pursuant to Florida Statutes.
1.2 – PURPOSE
The purpose for which the corporation is organized is the promotion of the appreciation, education, husbandry, welfare, and research regarding Nishikigoi. Koi Shows and Exhibitions are recognized for their educational benefit and will be actively promoted.
ARTICLE 2 - MEMBERS
2.1 - MEMBERSHIP
Membership in the Koi Society, with the approval of the Trustees, is open to any person who submits a membership application and timely payment of any required dues at the rate established by the Board of Trustees for any class of membership. Classes of membership shall have rights and privileges as determined by the Board. Each member who pays dues shall be entitled to vote on the election of members to the Board of Trustees or any other matters required by law. Membership shall be open to all persons regardless of age, race, gender, sexual orientation, national origin, religious affiliation, local club affiliation, or interest level.
All Officers, Trustees and Committee Chairs must maintain Full Membership, as defined by the Board of Trustees, in the Koi Society.
Members of Affiliated Societies shall be full voting members of the Koi Society upon application, timely payment of required dues, and approval by the Board of Trustees of the Affiliated Society. It is the responsibility of the Affiliated Society to provide the appropriate society member information to the Koi Society as necessary for member website access and voting.
2.2 - MEETINGS OF MEMBERS
In each year the Annual Meeting of the Members of the Koi Society shall be held at a date and time during the calendar year as may be fixed by a vote of the Board of Trustees. Written or electronic notice for the meeting shall be given to the Members of the Society not less than thirty (30) days in advance of such Meeting. If, for any cause, any Annual Meeting of the Society shall not be duly called or held, a meeting in lieu thereof may be called at any time and place by a majority of Trustees upon written or electronic notice to the Members not less than thirty (30) days in advance of such Meeting.
Special meetings of Members of the Society may be called by a majority of the Trustees or by written request or petition signed by at least ten percent 10% of the voting Members of the Society, and with not less than sixty (60) nor more than ninety (90) days notice to the Members, and shall be held at such time and place in the United States of America as may be specified in writing or electronically by a majority of the Trustees. Any notice of special meetings of the Society shall state the purpose(s) thereof.
At meetings of the Society each dues-paying Member shall be entitled to one vote. This vote may be cast in person, by written proxy, or by other secure means as approved by the Board.
At meetings of the Society a quorum shall consist of five percent (5%) of the membership, in person or by electronic communication, or by advance ballot.
Any meeting of the Society may, for lack of quorum or other cause, be adjourned to some definite place and time not exceeding sixty (60) days thereafter, without notice other than announcement at the meeting.
ARTICLE 3 - GOVERNANCE
3.1 - NAME OF GOVERNING BODY
The name of the governing body of the Society shall be the Board of Trustees.
3.2.1 – COMPOSITION OF THE BOARD OF TRUSTEES
The Board of Trustees hereinafter referred to as the Board or the Trustees shall consist of not less than six (6) nor more than twenty-two (22) persons elected from the membership. The Board of Trustees shall include the Officers defined in Article 4. Qualifications of members of the Board shall be specified and approved by the Board.
3.2.1 – REGIONAL TRUSTEE REPRESENTATIVES
All affiliated clubs in good standing will be divided into regions. The Regions will be geographically established to encourage communication and sharing of common issues. Initially the United States will be divided into ten (10) regions based on projected membership. This geographic regional distribution will be reevaluated as needed and at least every six (6) years. The Regions will be adjusted as dictated by the needs of the Society. The Club President or designee of each club in the Region will be responsible for receiving and disseminating all information from the Koi Society and for submitting concerns through the Region to the Koi Society. The Club Presidents or designees will nominate from the clubs within their Region an individual to serve as Koi Society Trustee and an Alternate Trustee for the Region. The individual receiving the highest number of votes will be the Trustee for the Region and the individual receiving the second highest number of votes will serve as the Alternate Trustee for the Region. Trustees and Alternate Trustees may serve a three year term and be reelected to additional terms at the discretion of the Region. The Koi Society Regional Trustee will attend the Board of Trustees meeting either in person, by telephone, or by any other electronic communication systems available and in use by the Board. Only when the Koi Society Regional Trustee representative is unable to attend the Koi Society Board of Trustees meeting will the Alternate be permitted to be heard and vote at the meeting. The Koi Society Regional Trustee or Regional Alternate will vote at meetings for the clubs represented as they direct. The Koi Society Regional Trustee will present concerns/issues, cast votes, and place motions before the Board from the clubs represented in the Region. Proxies are not permitted.
3.2.2 - BREEDER AND DEALER REPRESENTATION
A minimum of one Trustee shall be a professional koi breeder or dealer. Professional koi breeders or dealers as defined elsewhere cannot serve as an officer.
3.2.3 – PUBLICATION REPRESENTATION
The Editor and Assistant Editor of the Koi Society Publication(s) shall be appointed by the Board of Trustees upon recommendation of the President. The Editor will serve as a voting member of the Executive Committee and Board of Trustees. The Assistant Editor will be heard and vote only when the Editor cannot attend.
The Webmaster and Assistant Webmaster of the Koi Society Website(s) shall be appointed by the Board of Trustees upon recommendation of the President. The Webmaster will serve as a voting member of the Executive Committee and Board of Trustees. The Assistant Webmaster will be heard and vote only when the Editor cannot attend.
The Editor, Assistant Editor, Webmaster, and Assistant Webmaster may be removed from their positions as specified in 5.3 - REMOVAL OF OFFICERS OR TRUSTEES.
3.2.4 – TRUSTEES AT LARGE
The remainder of the Trustees will be elected by the membership based on the needs of the Koi Society as determined by the Governance Committee, Nominating Committee and Board of Trustees.
3.3 – TRUSTEE ATTENDANCE
All Trustees shall be required to attend all meetings of the Board of Trustees, and all regular and special Meetings of the Members. If a Trustee plans not to attend a Trustees Meeting, he/she shall so inform the President prior to the meeting, stating his/her reason. A second consecutive absence must be founded on a reason urgent enough to merit excuse by a vote of the Board of Trustees. Trustees unable to participate in person, for a valid reason, may be permitted to participate by telephonic or other electronic means.
3.3 - NOMINATIONS AND ELECTIONS OF TRUSTEES AND OFFICERS
The Governance Committee (defined hereafter) shall assist the Board in identifying its competency needs, and, with the Board, develop the criteria to be used by the Nominating Committee for selecting future members. To the extent feasible, nominees for the Board of Trustees shall be representative of the geographical membership of the organization as well as inclusive of the diversity of the membership. The Board shall determine how many member positions will be needed for each election.
Nominations for Trustees and Officers shall be open to the membership of the Society for a period of time established by the Board under policies established by the Board. Persons may be self-nominated, or proposed by other Members, the Board, or the Nominating Committee (defined hereinafter). The Nominating Committee will be responsible for screening the nominees and preparing a list of candidates for the ballot.
The candidates shall be presented to the membership on a written ballot or by secure electronic means, as part of the Koi Society publication and/or the Koi Society web site, to all members in good standing, at least thirty (30) days in advance of the Annual Meeting of Members.
An alternate ballot for Trustees and Officers, other than that presented by the Nominating Committee, may be made by a minimum of 30 percent (30%) of the Members of the Society entitled to vote, provided such nominations are furnished in writing at their expense to the Secretary at least thirty (30) days in advance of the Annual Meeting of Members. The Secretary shall not be required to send said alternate ballot to the Members, but Members making such nomination may request the sending of communications and ballots at their expense. The Secretary shall present such nominations to the Chair at the Annual Meeting.
The election shall be held at the Annual Meeting of Members. The candidates receiving the largest number of votes for the positions available shall be elected.
3.4 - POWER AND DUTIES OF THE BOARD OF TRUSTEES
The Board shall have ultimate charge and direction of the affairs and business of the Society to fulfill its Mission and purposes.
3.5 - TERM OF TRUSTEES
Trustees shall serve terms of three (3) years. Unless otherwise provided in these Bylaws, Trustees may serve no more than two (2) consecutive three (3) year terms, after which they shall not be eligible for reelection for a period of three (3) years.
ARTICLE 4 - OFFICERS
4.1.1 - OFFICERS
The following shall be the Officers of the Society who shall also be members of the Board of Trustees: President, two (2) Vice-Presidents, Secretary, Treasurer, Assistant Treasurer and the Immediate Past President. The President shall be elected for a term of two (2) years, and may not be re-elected for a period of four (4) years. The Vice Presidents and Secretary shall each be elected for a term of two (2) years and may be elected for one additional two (2) year term. The Treasurer and Assistant Treasurer shall each be elected for a term of four (4) years and may be elected for one additional four (4) year term. The Immediate Past President shall serve for the elected term of his/her successor. Each Officer shall take office at the end of the Annual Meeting and hold office until his/her term has expired or until a successor has been duly elected. Board members elected as Officers may have their term of office on the Board extended so they can complete their full term(s) as Officer(s), provided this does not extend the total service beyond twelve (12) consecutive years except for any person serving as Immediate Past President.
4.1.2 – TRANSITION
When these Bylaws are approved, the recently elected officers may continue in office and serve their elected two (2) year terms. At the end of this initial (2) year term, the President, two of the (2) Vice Presidents, and the Secretary may be elected for a second two (2) year term, thus serving a four (4) year term as provided above. At the end of their initial (2) year term, the Treasurer and Assistant Treasurer may each be elected for a term of four (4) years and may be elected for one additional four (4) year term. After this transition period, all officers shall be elected according to the timing in section 4.2.1.
When these bylaws are approved, the recently elected Trustees may serve the remainder of their elected two (2) or three (3) year terms. Trustees may then serve an additional two (2) consecutive three (3) year terms, after which they shall not be eligible for reelection for a period of three (3) years.
4.2 - DUTIES OF OFFICERS
4.2.1 - PRESIDENT
The President is the Chief Volunteer Officer of the Society and its chief spokesperson. The President shall call and preside at all meetings of the Board of Trustees and its Executive Committee (defined hereinafter); shall preside at all meetings of the membership; shall actively seek to carry out the mission of the Koi Society during his/her term of office; shall make a report to the membership at least annually regarding the state of the Society; shall be an ex-officio member of all committees; shall recommend to the Trustees chairs for standing and ad hoc committees and shall approve, with the agreement of the committee chairs, all appointments to committees, except those appointed by the Board; and shall perform all of the duties incident to the office of President as well as such other duties as the Board may prescribe. The President may delegate to the Society’s employees duties as deemed advisable. The President shall, with the Secretary, sign all written contracts and obligations, unless otherwise delegated by the Trustees, and no contract shall be valid and binding upon the Society unless so signed. The President shall Chair the Executive Committee and shall preside at all meetings of the Executive Committee.
4.2.2 - VICE-PRESIDENTS
In the absence of the President, or due to his/her inability or refusal to act, one of the Vice-Presidents, selected by the Board, shall perform the duties of President and when so acting shall have all the powers and be subject to all of the restrictions of that office. The Vice Presidents shall perform such other duties as may be assigned by the President or the Board. A Vice-President, selected by the Board, shall succeed to the President’s office upon the death, resignation or incapacity of the President and such succession shall not preclude the Vice President serving his/her own full term as President.
4.2.3 – SECRETARY
The Secretary shall keep minutes of all meetings of the Board and the Membership ensuring that all votes of the Board are recorded; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; serve as custodian of the corporate records; ensure public records are in order and available for inspection, and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board. In order to facilitate the business of the Society the Secretary may delegate to members of the administrative staff any of the above-described duties. The Secretary shall, with the President, sign all written contracts and obligations unless otherwise delegated by the Trustees.
4.2.4 – TREASURER
The Treasurer shall be the Officer with ultimate oversight responsibility for the finances of the Society. The Treasurer shall chair the Finance Committee. He/she shall report the status of the finances to the Board at regular intervals; and shall perform duties outlined by the Trustees. A Treasurer's report for the preceding fiscal year shall be presented at the next Annual Meeting, and copies of such report, shall be available at Society headquarters, or mailed at cost, upon request by any Member, and may be published by the Society. In order to facilitate the business of the Society the Treasurer may delegate to Society employees the authority and responsibility to receive, handle, deposit, and disburse funds and assets of the Society and to perform any related tasks, subject to the authorization and procedures approved by the Board.
4.2.5 - ASSISTANT TREASURER
The Assistant Treasurer shall assist the Treasurer in the performance of his/her duties and shall perform such other duties as shall be assigned by the Treasurer.
4.2.6 - IMMEDIATE PAST PRESIDENT
The Immediate Past President shall serve as a voting member of the Board for a period of two years following expiration of his/her term as President. In the event of a vacancy in the offices of President and Vice-President, the duties of the President shall be assumed by the Immediate Past President until the next meeting of the Board.
4.2.7 - REPLACEMENT OF OFFICERS
In the event of the death, resignation or incapacity of any officer other than the President, the Board shall select a successor to serve out the remainder of the elected term, which shall not preclude the successor from serving his/her own full term as an officer.
4.2.8 - AMATEUR REQUIREMENT FOR OFFICERS
An Officer must be a koi hobbyist and not a professional dealer or breeder. The Officer cannot buy or import koi for the purpose to sell, nor breed koi for the purpose to sell, nor keep koi to sell. The Officer may however sell his personal koi in order to cull or upgrade his pond only. Likewise, breeding for the Officer’s own enjoyment is acceptable, but breeding for the purpose of selling koi disqualifies the applicant for election to Officer. The Officer cannot be in the business of selling koi food or products. The Officer cannot be in the business of construction of koi ponds. The Officer may organize or participate in group purchases of koi or koi products in a not for profit manner. If a nominee for Officer has been a koi dealer or breeder, he or she will be required to show proof in writing that he is no longer in business for a period of at least one (1) year prior to nomination as an Officer providing that the Governance Committee and Board of Trustees accepts his or her resignation as a dealer.
4.2.9 - CHANGE OF OFFICERS
The outgoing officers will normally serve through June 30 during their elected term of office. The incoming officers will start July 1. In the event the annual meeting is held after July 1, the incoming officers will start their term of office immediately following the annual meeting.
4.2.10 - DUALITY AND CONFLICT OF INTEREST
All members of the Board, including the officers, shall conduct themselves in accordance with the approved policy regarding duality of interest and conflict of interest. Any duality of interest or possible conflict of interest on the part of any member of the Board or Officers of the Society shall be disclosed and entered into the minutes of the meeting and made a matter of record prior to motions, resolutions, discussions, disclosures, or any other appropriate method of conducting the business of the Board. The Board will determine if a conflict exists to the extent the Board member should not vote on the issue.
The foregoing requirement shall prevent the Board member, after disclosing their duality of interest or conflict of interest, from voting on the matter in which the conflict exists. The member of the Board disclosing the duality or conflict of interest may be available to answer pertinent questions since his or her knowledge may be of assistance.
The President of the Board of Trustees of the Koi Society shall not be President of any Koi Club during his or her tenure of office.
Any new member of the Board shall be advised of this policy upon entering into the duties and responsibilities of the office of membership. Trustees shall execute a written Conflict of Interest Policy approved by the Board on an annual basis.
ARTICLE 5 – MEETINGS OF THE BOARD
5.1 - MEETINGS OF BOARD
The Board shall have regular meetings at least twice annually. At least thirty (30) days written or electronic notice of such meetings shall be given to each Trustee. The Annual Meeting of the Board shall precede the Annual Meeting of the Members of the Koi Society. Additional special meetings may be called either by the President, or a majority of Trustees, with at least seven (7) days written or electronic notice. Regular and special meetings of the Board shall be held at such places and in such fashions (including telephonic or other electronic means) as may be designated by the President or other persons calling the meeting as stated in the meeting notice.
5.2 - QUORUM AND VOTE
A majority of the members of the Board shall constitute a quorum. An affirmative vote by a majority of the entire Board of Trustees shall be required for Board action unless otherwise provided for in these Bylaws. (With 25 Trustees, 13 constitute a quorum and the majority required for affirmative action.)
5.3 - REMOVAL OF OFFICERS OR TRUSTEES
Any Officer or Trustee may be removed at any time by a confidential written two-thirds vote of the entire Board of Trustees, by procedures established by the Board, if, in their judgment, such Trustee, either by illness, neglect, lack of interest or other cause, shall not have adequately attended to his/her duties.
ARTICLE 6 - COMMITTEES
6.1 - COMMITTEES
The Board shall establish such committees as are necessary to advise the Board on policy matters and help carry out the operations of the Society. The President, during the Annual Meeting of the Board or as soon thereafter as practical, and with the approval of the Board, shall appoint the chairs of these committees.
No person, unless provided otherwise by the Board, shall serve as Chair of any committee for more than four (4) consecutive years.
6.1.1 - EXECUTIVE COMMITTEE
The Executive Committee, under the chair of the President, shall consist of the President, the Vice-Presidents, the Secretary, the Treasurer, the Assistant Treasurer, the Koi Society publication(s) Editor, the Koi Society Webmaster, and the Immediate Past President; which Committee under the authority of the Trustees shall conduct the general business of the Society and carry out the policies and recommendations of the Trustees between the meetings of the Trustees as permitted by law. The Executive Committee shall provide assistance and counsel to the President, and in connection therewith, the members of the Committee shall carry out such duties and assignments as the President from time to time shall propose.
The following four (4) Committees shall be appointed by the Board, following recommendations from the President:
6.1.2 - FINANCE COMMITTEE
The Finance Committee, under the chair of the Treasurer, shall oversee the financial affairs of the Society. The committee shall assist in presenting an annual budget, the financial statements, and timely financial reports to the Board.
6.1.3 - GOVERNANCE COMMITTEE
The Governance Committee is responsible as defined above in 3.3, for assisting the Board in defining the competency needs of the Board and developing the criteria for the selection of future members. The committee is also responsible for arranging Board assessments and development, for reviewing the Bylaws, and providing orientation for all Board members, committee chairs, and other volunteers.
6.1.4 - NOMINATING COMMITTEE
The Nominating Committee shall consist of seven (7) Members of the Society, at least three (3) of whom shall be members of the Board of Trustees; the Committee shall include the immediate Past President of the Society and the Chair of the immediately previous Nominating Committee. If the Chair of the immediately previous Nominating Committee and/or the immediate Past President is unable or unwilling to serve, those places shall be filled from the members of the Board of Trustees. The Nominating Committee shall collect the names of nominees and screen them for the competency needs established by the Board. The list of candidates shall include at least as many names as will produce the number of members the Board has determined to be appropriate.
No member of the Nominating Committee shall be proposed as a nominee for Trustee. Furthermore, no individual who is a member of the same household, a relative, or who has a business or significant relationship with a member of the Nominating Committee shall be proposed as a nominee.
ARTICLE 7 – AFFILIATED SOCIETIES & ORGANIZATIONS
7.1 - AFFILIATED SOCIETIES AND ORGANIZATIONS
A koi society or an aquaculture-oriented organization or entity whose stated purposes parallel those of the Society, either with regard to involvement with koi or with regard to its scientific, educational or conservation ideals, may, with the approval of the Trustees, become an Affiliated Society or Affiliated Organization. To preserve such status, the Affiliated Society or Organization shall fulfill such requirements as the Board shall set for these memberships.
Application for such approvals shall be made in writing to the Society and shall contain such information as shall be prescribed by the Trustees of the Society. Upon approval by the designated committee, such applications shall be submitted to the Trustees for action at their next regular Meeting.
Each Affiliated Society and each Affiliated Organization must appoint a Koi Society Representative to be their liaison with the Society, and said Koi Society Representative must be a Society member. The Trustees of the Society may require Affiliated Societies or Affiliated Organizations to fulfill such duties and requirements as they shall from time to time set forth. The Trustees may terminate the affiliation between Koi Society and an Affiliated Society or Affiliated Organization at any time for any reason.
No Affiliated Society or Affiliated Organization, or any Officer, Trustee or Member thereof, shall have the power to act for the Koi Society in any manner, as agent or otherwise, nor to bind the Koi Society in any manner, financially or otherwise. No Affiliated Society or Affiliated Organization shall have any proprietary or other interest of any kind in the name "Koi Society" or in any combination of such words with other words, its rights to such being only to the use thereof at the pleasure of the Koi Society, and permission to use such name may be withdrawn at any time by the Trustees of the Koi Society, except that an Affiliated Society or an Affiliated Organization may in addition to its name use the wording "affiliated with the Koi Society, Inc." It is recognized many clubs and organizations use the term Koi Society as part of their name and the above is not meant to limit their option of this use.
The Trustees may establish other membership categories or affiliations with such requirements and privileges as the Trustees may determine.
ARTICLE 8 - MISCELLANEOUS PROVISIONS
8.1 - DUES
Dues for membership in the Koi Society shall be in such amounts and categories as shall from time to time be determined by the Trustees, payable on or before a date to be determined by the Trustees. No entrance fee shall be required to join the Society, except by vote of a majority of the Trustees. Any member who shall fail to pay his/her annual dues by the due date shall cease to be a Member of the Society. Any Member may resign at any time and shall have no liability for dues after the end of his/her membership year
8.2 - PRIZES AND HONORS
The Trustees shall have the right from time to time, within the limits of the funds at their disposal, to appropriate money for such medals, certificates, honors or other prizes as they shall deem for the best interest of the Society and the advancement of the work for which it is established.
All medals, certificates, honors or other prizes shall only be granted by a two-thirds majority, confidential, ballot vote of the Trustees present at a Regular or Special Meeting of the Trustees, or by a two-thirds majority, confidential, ballot vote of Trustees polled by written ballot or electronic means between meetings.
The Trustees may, at their discretion, elect Honorary Vice-Presidents to serve for such periods as the Trustees may set out following the above provisions.
8.3 - GIFTS
The Board shall be authorized to accept or refuse any deeds, securities, mortgages, bequests, or gifts of any kind or nature on behalf of the Society and in furtherance of any or all of the objects of the Society in concurrence with the established gift acceptance policy of the Society.
8.4 - PERSONAL LIABILITY
Neither the Board, nor any Member or Officer, shall have the power to bind the Members or the individual Trustees or Officers of the Society, personally. All persons or Societies extending credit to, contracting with or having any claims against the Society, shall look only to the funds and property of the Society for payment of any debt, damage, judgment or decree, or any money that may otherwise become due or payable to them from the Society, so that neither the Members nor the Trustees, nor the Officers, present or future, shall be personally liable therefore.
8.5 - INDEMNIFICATION
The Society shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an Officer, Trustee, or employee of the Society against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Society; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Trustees who are not at that time parties to the proceeding.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
This Article constitutes a contract between the Society and the indemnified Officers, Trustees, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified Officer, director, or employee under this Article shall apply to such Officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
8.6 - UNDUE INFLUENCE
No part of the net income of the Society may under any circumstances inure to the benefit of any Officer, Trustee, Member or other individual except as permitted by law.
No substantial part of the activities of the Society shall consist of carrying on propaganda or otherwise attempting to influence legislation. The Society shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.
8.7 - AMENDMENT OF BYLAWS
These Bylaws may be amended or repealed, and new Bylaws not inconsistent with any provision of the Certificate of Incorporation or the laws of the State of Florida may be made in the following ways: (1) at any meeting of the Society at which a quorum shall be present by the affirmative vote of two-thirds of the Members present in person or by proxy, or (2) at any meeting of the Trustees by the affirmative vote of two-thirds of the total number of Trustees then in office; provided, however, that no such amendment, repeal or new Bylaws may be made at any meeting, whether of the Society or of the Trustees, unless the substance and effect of the proposed amendment, repeal or new Bylaws shall have been stated in the notice of the meeting, which notice shall be given not less than thirty (30) days prior to the meeting unless a longer time shall be required for notice of such meeting by other provisions of these Bylaws.
ARTICLE 9 – CONFLICT OF INTEREST POLICY
9.1 - PURPOSE
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Koi Society, Inc.) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or trustee of the Koi Society or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
9.2 - DEFINITIONS
9.2.1. – INTERESTED PERSON
Any trustee, principal officer, or member of a committee with Board of Trustees delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
9.2.2. – FINANCIAL INTEREST
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Koi Society has a transaction or arrangement.
b. A compensation arrangement with the Koi Society or with any entity or individual with which the Koi Society has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Koi Society is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article 9.3.2., a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
9.3 - PROCEDURES
9.3.1. – DUTY TO DISCLOSE
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
9.3.2. – DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
9.3.3. – PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST
a. An interested person may make a presentation at the Board of Trustees or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the Board of Trustees or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the Board of Trustees or committee shall determine whether the Koi Society can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Trustees or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Koi Society’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
9.3.4. – VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY
a. If the Board of Trustees or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Trustees or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
9.4 – RECORDS OF PROCEEDINGS
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Trustee’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
9.5 - COMPENSATION
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Koi Society for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Koi Society for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
9.6 – ANNUAL STATEMENTS
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Koi Society is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
9.7 – PERIODIC REVIEWS
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Koi Society’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
9.8. – USE OF OUTSIDE EXPERTS
When conducting the periodic reviews as provided for in Article 9.7., the Koi Society may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE 10 - PROHIBITION OF DIVIDENDS
PROHIBITION OF DIVIDENDS:
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, as dividends or in any other manner, its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the Certificate of Incorporation.
Further, upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, education, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States 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 organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Koi Society Bylaws working 8_26_12