For the regulation, except as otherwise Provided by statute or its Articles of Incorporation OF DUNHAM/SINGLETARY FAMILY CONNECTIONS (a Montana nonprofit public benefit corporation)
ARTICLE I – Name
The name of this organization is DUNHAM/SINGLETARY FAMILY CONNECTIONS. The organization is incorporated in the State of Montana.
ARTICLE II – Type
- Section 1. The corporation is a nonprofit Public Benefit Corporation and is not organized for the private gain of any person. It is organized under 35-2-213(a)(i) Montana Code Annotated for public or charitable purposes. Such purposes for which the corporation is organized are exclusively charitable, within the meaning of Section 501(c)(3) of the Internal Revenue Code.
- Section 2. Notwithstanding any other provision of these articles, the corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE III – Membership
- Section 1. Any individual, upon application and payment of prescribed dues and fees, if any, may be deemed eligible for primary membership subject to such limitations as may be imposed without regard to sex, race, color, creed or national origin of individuals.
- Section 2. Members in arrears on March 1st of any year shall be suspended, but may be re-instated upon payment of the current year’s dues. Reminder of delinquency notices shall be sent as soon as practicable after March 1.
- Section 3. All memberships shall be on an annual basis beginning with the fiscal year (calendar year beginning on January 1). If the Board of Directors establishes lifetime or honorary membership classes, this provision may not pertain.
- Section 4. The Board of Directors shall set membership dues and fees, if any. The initial annual primary membership fee shall be $25 until the Board of Directors changes it. Dues shall not be pro-rated for partial year memberships. If the organization is established after January 1 of any year, the first year’s dues may apply to the first full year of the organization’s existence.
- Section 5. The Board of Directors may create additional classes of membership. Any category except the primary membership may be eliminated by the Board of Directors with the approval of a majority of the primary members.
- Section 6. The Board of Directors shall, if practicable, schedule regular meetings of the membership not less than biennially. Appropriate advance notice shall be provided to the membership. Meetings may be held via the Internet or otherwise. Timely minutes or transcripts shall be made available.
ARTICLE IV – Web Page
- Section 1. The Board of Directors shall cause a Web Page to be created and maintained.
- Section 2. The Web Page shall inform the members of the corporation’s activities. It shall contain at a minimum copies of the Articles of Incorporation, By-Laws and names and addresses of directors and officers. It may contain at the direction of the Board of Directors other material(s) which is(are) pertinent to the purposes of the corporation.
ARTICLE V - Board of Directors
- Section 1. As specified in the Articles of Incorporation, the Board of Directors shall consist of five (5) and not more than fifteen (15) members in good standing which shall include five (5) elected officers and other members elected at large, all in good standing.
- Section 2. Election of Officers and Directors shall be held every two years following the adoption of these By-laws. If desirable, the Board of Directors may propose to the membership a staggered system of electing directors-at-large.
- A. For the first election, any member in good standing may submit a nomination for each position on the Board. A Nominating Committee of three members appointed by the Interim Officers shall consider the nominations submitted or from the Nominating Committee. It shall recommend a ballot to the Board of Directors after having received the consent of each proposed nominee. The committee shall prepare a short biographical sketch for each nominee. Individuals receiving the greatest number of votes for each position shall be elected to the initial Board of Directors.
- B. Interim officers and directors shall remain in office until the close of the inaugural meeting at which the election of Officer and Directors is held. The newly elected Board of Directors shall take office at the close of the meeting.
- C. Subsequent elections will occur in the same manner as in V.2.A above except that current Officers shall be substituted for “Interim Officers” and the Nominating Committee shall be appointed by the Board of Directors. Newly elected officers and directors will take office upon election
- D. All officers shall make all records and correspondence pertaining to their respective officers available to their successors within fifteen (15) days of election.
- Section 3. All powers and duties of the organization, not otherwise provided for by these By-laws or Articles of Incorporation, shall be exercised by or under the supervision of the Board of Directors.
- Section 4. Vacancies in the Board of Directors shall be filled on an interim basis by appointment of the Board of Directors. Such appointment shall continue until the next regular election.
- Section 5. Regular meetings of the Board of Directors may be held periodically as determined by the Board but must include at least one meeting annually. Notice of such meetings must be posted to the organization Web Page a minimum of ten days prior to such meeting specifying date, time, method of meeting and agenda. Special meetings may be called by the Board with the same notice requirements.
- Section 6. Members of the Board may participate in a meeting in person or through use of conference telephone or similar communications equipment including Internet conferencing.
- Section 7. A majority of the Board of Directors shall constitute a quorum for the transaction of any business, except adjournment, which may be taken whether or not, a quorum is present.
- Section 8. Any action required or permitted by the Directors may be taken without a meeting provided a majority of the Board consents in writing. Such consents must be filed with the action taken.
- Section 9. The Board of Directors may establish permanent or ad hoc committees at its discretion to include a minimum of three members in good standing. Such committees shall be created by resolution with chair named (except for the Nominating Committee) and duties designated.
ARTICLE VI - Officers and duties
- Section 1. The Officers of the organization shall be: President, Vice President, Secretary, Treasurer and Historian, all of whom shall be members in good standing and elected as provided herein. In addition to the elected officers, a Membership Secretary, Assistant Treasurer and Publications Editor may be appointed by the Board of Directors to two-year terms. Interim officers shall retain office until five (5) days after the final tabulation of votes following the first election.
- Section 2. The President shall be the principal executive officer of the organization with responsibility for general supervision of organization affairs. The President will preside at all meetings of the Board of Directors and the Membership.
- Section 3. In the absence or incapacity of the President, the Vice President shall perform the duties of the office of President.
- Section 4. The Secretary shall be the organization’s correspondent, maintain accurate records of its meetings and have custody of all official records except those of the Treasurer or which may have been transferred to the Historian. The Secretary shall insure that minutes, agendas and other materials are posted to the organization’s web site as quickly as practicable. The Secretary may from to time transfer materials to the organization’s historian.
- Section 5. The Treasurer shall have custody of the organization’s funds, deposit them in a timely manner in such banks as may be approved by the Board of Directors and make disbursements as directed by the President and/or Board of Directors. The Treasurer shall utilize an electronic system for maintaining the accounts of the organization. Funds, records, books of accounts and supporting documents shall at all times be available for inspection and verification by the Board of Directors or any Audit Committee created by the Board. Expenditures in excess of $2,000 shall only be made after at least two Directors have given their approval in writing.
The Treasurer shall send a bill for dues for the ensuing year to all appropriate members no later than December 1 of each year. The Treasurer shall prepare an annual financial report as specified by the Board of Directors and may prepare interim reports. Such reports shall be published on its Web Site.
- Section 6. In the absence or incapacity of the Treasurer the Assistant Treasurer shall perform the functions of the Treasurer.
- Section 7. The Historian shall be the custodian of the records and files of Dunham/Singletary Connections and shall perform any other duties approved by the Board of Directors. Custodian in this sense does not necessarily imply physical custody but does imply knowledge of the location of records and files.
- Section 8. The Membership Secretary shall, in conjunction with the Treasurer, maintain a list of all members including mailing addresses, e-mail addresses, and telephone numbers. Such lists are for the exclusive use of the organization and shall not be made available to any other organization without express authorization of the Board of Directors. Such membership information shall not be presented on the Web Site. Membership cards shall be provided to all members in good standing.
- Section 9. The Webmaster shall be responsible for maintaining the organization's web site.
- Section 10. The Publications Editor shall be responsible for overseeing the selection, content and preparation of all organizational publications.
- Section 11. Directors at large shall assist the organization as necessary.
ARTICLE VII - Parliamentary Authority
The latest revision of Robert’s Rules of Order shall govern in all cases where they are consistent with these By-laws.
ARTICLE VIII - Amendments
- Section 1. Amendments to these By-laws may be proposed by members in good standing to the President; however, each proposed amendment must be approved by a majority of the Directors or by a petition of at least ten (10) members in good standing before consideration by the membership.
- Section 2. Any proposed amendment meeting the above requirements shall normally be submitted to the members on the next ballot for election of officers. The Board of Directors may provide a special ballot if it determines a more timely consideration is necessary.
- Section 3. Proposed amendments receiving a majority of those voting shall be effective immediately upon tabulation unless the proposal contains a different effective date.
ARTICLE IX - Miscellaneous
- Section 1. Any notice or mailing required under the Articles of Incorporation and these By-laws shall be accomplished electronically wherever possible; however, communication with members without e-mail addresses may be accomplished by US mail.
ARTICLE X - Dissolution
The corporation may be dissolved by a unanimous vote of all members in good standing or a unanimous vote of the Board of Directors and approval by 2/3 of the members in good standing.