BYLAWS OF THE CHARITABLE GIFT PLANNERS INDIANA
The Planned Giving Group of Indiana is a professional association for non-profit
development officers and allied professionals. Our purpose is to educate members
about charitable gift planning, advance the mission of non-profit organizations that
employ them, and better serve the philanthropic goals of our donors and clients.
Section 1.1. Membership of Corporation. The membership of the Corporation
shall be the members of the Board of Directors (hereinafter “Directors”).
Section 1.2. Associate Members. Those dues paying individuals to Planned
Giving Group of Indiana (“PGGI”) who are not members of the Board of Directors shall
be called “associate members” or “associates.”
Section 1.3. Membership Certificates. As provided by law, each director of the
Corporation shall be entitled to a certificate signed by the President and attested by the
Secretary certifying the membership held by and such other information as may be
required by law. The form of such certificate shall be prescribed by the Board of
Directors. Such certificate shall not be transferable.
Section 1.4. Duration of Directorship: Resignation. Directorship in the
Corporation may terminate by voluntary withdrawal as herein provided, or as otherwise
provided in these Bylaws. All rights and privileges of a Director of the Corporation shall
cease on the termination of directorship. Any director may voluntarily withdraw by
giving written notice of such intention to the President. Such notice shall be presented to
the Board of Directors at the next succeeding meeting of the Board of Directors.
Withdrawal of a director shall be effective upon fulfillment of all obligations of such
director to the date of such meeting.
Section 1.5 Suspension and Termination of Membership. Any director or
associate member may be suspended or terminated, for cause. Sufficient cause for
suspension or termination of membership shall be violation of these Bylaws, nonpayment
of dues, violation of any lawful rule or practice duly adopted by the Corporation, or any
other conduct prejudicial to the interests of the Corporation. Proceedings for suspension
or expulsion of a director or associate member may be instituted by a petition to the
Board of Directors in writing signed by one-half (½) of the directors and associate
members, or by the Board of Directors on its own motion. The affirmative vote of threefourths
(¾) of the Board of Directors shall be required in order for a director or associate
member to be suspended or expelled. A statement of the charges on which such action is
based shall be mailed to the last recorded address of the director or associate member at
least fifteen (15) days before final action is taken thereon. This statement shall be
accompanied by a notice of the time and place of the meeting of the Board of Directors at
which the charges shall be considered and the director or associate member shall have the
opportunity to appear in person or by its representative and present any defense to such
charges before action is taken thereon.
Section 1.6. Dues, Fees, and Assessments. The amount of any fees, dues, and
assessments applicable to directors or associates of the Corporation and the time and
manner of payment thereof shall be determined by the Board of Directors.
Meetings of Directors
Section 2.1. Annual Meetings. An annual meeting of the directors and associate
members of the Corporation may be held on such date as may be designated by the Board
Section 2.2. Special Meetings. Special meetings of the directors and associate
members may be called by the President, by a majority of the Board of Directors, or by a
petition in writing of at least one-third (1/3) of the total directors and associate members.
Section 2.3. Notice of Meetings. Written notice stating the place, day and hour
of any meeting of directors and associate members, and, in the case of special meetings
or when otherwise required by law, the purpose of which any such meeting is called,
shall be delivered (including via email or facsimile) or mailed by the Secretary of the
Corporation to each director and associate member of record, at such address as appears
upon the records of the Corporation, and at least ten (10) days before the date of such
Section 2.4. Waiver of Notice. Notice of any meeting may be waived by any
director or associate member in writing filed with the Secretary of the Corporation.
Attendance at any meeting in person or by proxy shall constitute a waiver of notice of
Section 2.5. Voting Rights. Each director of the Corporation in good standing
shall be entitled to one (1) vote, exercisable in person or by proxy, on each matter
submitted to the membership for a vote at each meeting of directors. Associates shall not
have the right to vote on any matter submitted to the membership for a vote.
Section 2.6. Voting by Proxy. A director entitled to vote at any meeting of
directors may vote either in person or by proxy executed by the director or a duly
authorized attorney-in-fact of such director. (For purposes of this section, a proxy
granted by facsimile or by email by a director shall be deemed “executed in writing by
the director.”) No proxy shall be voted at any meeting of the directors unless the same
shall be filed with the Secretary of the meeting at the commencement thereof.
Section 2.7. Quorum. At any meeting of directors, a majority of the directors
qualified to vote as directors by the Articles of Incorporation and these Bylaws,
represented at the meeting in person or by proxy, shall constitute a quorum. A majority
vote of such quorum shall be necessary for the transaction of any business by the
meeting, unless a greater number is required by law, the Articles of Incorporation, or
Section 2.8. Voting List. The Secretary of Assistant Secretary of the
Corporation shall at all times keep at the principal office of the Corporation a complete
and accurate list of all directors entitled to vote by these Bylaws. Such list may be
inspected by any directors for any proper purpose at any reasonable time.
Section 2.9. Conduct of Meetings. Meetings of directors, including the order of
business, shall be conducted in accordance with Roberts’ Rules of Order, Revised, except
insofar as the Articles of Incorporation, these Bylaws, or any rule adopted by the Board
of Directors of members may otherwise provide. The directors may, by unanimous
consent, waive the requirements of this section, but such waiver shall not preclude any
director from invoking the requirements of this section at any subsequent meeting.
Section 2.10. Action by Consent. Any action required or permitted to be taken
at any meeting of the Board of Directors may be taken without a meeting, if prior to such
action a written consent to such action is signed by all directors of the Board and such
consent is filed with the minutes of proceedings of the Board of Directors.
Board of Directors
Section 3.1. Duties and Obligations. The business and affairs of the
Corporation shall be managed by the Board of Directors.
Section 3.2 Requirements for Board of Directors. Not more than 1/3 of the
directors shall be representatives from the for-profit sector. For an individual to be
eligible for membership on the Board of Directors or as an Officer, he or she shall devote
a substantial amount of his/her job to planned giving and shall have at least three years
related experience. Members shall also maintain individual paid membership in PPP and
Section 3.3. Number and Election. There shall be fifteen (15) directors of the
Corporation who shall be elected at a regular or special meeting of the voting directors.
Each director shall serve for a term of three (3) years; with one-third of the directors to be
elected each year. No director shall serve more than two consecutive full terms. The
directors shall serve until their successors shall be elected and qualified, or until their
resignation, removal or death.
Section 3.4. Nominating Committee. The President of the Corporation shall
appoint a Nominating Committee which shall consist of five (5) persons, at least three (3)
of whom must be associates. The Nominating Committee shall be responsible for
nominating the persons to be considered for election as officers of the Corporation and
for election to the Board of Directors of the Corporation. The list of officer and board
director nominees prepared by the Nominating Committee shall be delivered to the
Secretary of the Corporation for election by the Board of Directors.
Section 3.5. Vacancies. The term of office of a director chosen to fill a vacancy
shall expire at the end of the term for the director whose vacancy has been filled, subject
to the provision of section 3.3.
Section 3.6. Removal. Any director may be removed, with our without cause,
by the Board of Directors whenever three fourths of such Board shall vote in favor of
such removal. A director may be removed due to non-participation. If a director does not
attend at least three (3) meetings of the Board of Directors annually then he/she shall be
considered a non-participating director and shall be removed automatically unless a
majority of the Board votes to keep him/her.
Section 3.7. Annual Meetings. The annual meeting of the voting directors of
the corporation shall be held on such date as may be designated by the board of directors,
but not later than the last day of May. The annual meeting shall be held for the purpose
of election of officers of the Corporation and directors of the board of directors and
consideration of any other business which may be brought before the meeting. No notice
shall be necessary for the holding of such annual meeting.
Section 3.8. Other Meetings. Regular meetings of the Board of Directors may
be held pursuant to a resolution of the Board to such effect with at least one meeting
scheduled and held each year. The President shall fix the time and place of regular
meetings. Regular meetings shall be held upon six (6) days written notice to each
director, specifying the time, place, and general purposes of the meeting. Special
meetings of the Board of Directors may be held upon the call of the President or of any
five (5) directors of the Board and upon six (6) days’ notice specifying the time, place
and general purposes of the meeting, given to each director either personally or by mail,
facsimile transmission, electronic mail, telegram or telephone. Notice of a special
meeting may be waived in writing or by facsimile transmission, electronic mail, or
telegram before the time of the meeting, at the time of the meeting, or after the time of
the meeting. Attendance at any special meeting shall constitute waiver of notice of such
Section 3.9. Quorum. A majority of the entire Board of Directors shall be
necessary to constitute a quorum for the transaction of any business except the filling of
vacancies, and the act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors unless the act of a greater
number is required by law, the Articles of Incorporation, or these Bylaws; provided,
when filling vacancies a majority of the existing directors shall be required for a quorum.
Section 3.10. Committees. The President of the Board of Directors may from
time to time create and appoint standing and special committees to undertake studies,
make recommendations and carry on functions for the purpose of efficiently
accomplishing the purposes of the Corporation.
Section 4.1. Officers and Qualifications Therefore. The officers of the
Corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer.
The officers shall be chosen from among the Board of Directors. Any two (2) or more
offices may be held by the same person except that the duties of President and Secretary
shall not be performed by the same person.
Section 4.2. Terms of Office. Each officer of the Corporation shall be elected
annually by the Board of Directors at an annual meeting called for the purpose of
electing directors, and shall hold office for a term of one (1) year and until his successor
shall be duly elected and qualified, or until resignation, removal or death.
Section 4.3. Vacancies. Whenever any vacancies shall occur in any of the
offices of the Corporation for any reason, the same may be filled by the Board of
Directors at any meeting thereof, and any officer so elected shall hold office until the
expiration of the term of the officer causing the vacancy and until his successor shall be
duly elected and qualified.
Section 4.3. Removal. Any officer of the Corporation may be removed, with or
without cause, by the Board of Directors whenever a majority of such Board shall vote in
favor of such removal.
Powers and Duties of Officers
Section 5.1. President. The President, if present, shall preside at all meetings of
the Board of Directors. Subject to the general control of the Board of Directors, the
President shall manage and supervise all of the affairs of the Corporation and shall
perform all of the usual duties of the chief executive officer of a corporation.
Section 5.2. Vice President. Subject to general control of the Board of
Directors, the Vice President shall discharge all the usual functions of the President if the
President is not present and shall have such other powers and duties as these Bylaws or
the Board of Directors may prescribe.
Section 5.3. Secretary. The Secretary shall attend all meetings of the Board of
Directors, and keep, or cause to be kept, a true and complete record of the proceedings of
such meetings, and he shall perform a like duty, when required, for all committees
appointed by the Board of Directors. If required, the Secretary shall attest the execution
by the Corporation of deeds, leases, agreements and other official documents. The
Secretary shall attend to the giving and serving of all notices of the Corporation required
by these Bylaws, shall have custody of the books (except books of account) and records
of the Corporation, and in general shall perform all duties pertaining to the office of
Secretary and such other duties as these Bylaws or the Board of Directors may prescribe.
Section 5.4. Treasurer. The Treasurer shall keep correct and complete records
of account, showing accurately at all times the financial condition of the Corporation.
The Treasurer shall have charge and custody of, and be responsible for, all funds, notes,
securities and other valuables which may from time to time come into the possession of
the Corporation. The Treasurer shall deposit, or cause to be deposited, all funds of the
Corporation with such depositories as the Board of Directors shall designate. The
Treasurer shall furnish at meetings of the Board of Directors, or whenever requested, a
statement of the financial condition of the Corporation, and in general shall perform all
duties pertaining to the office of Treasurer.
Section 5.5. Assistant Officers. The Board of Directors may from time to time
designate and elect assistant officers who shall have such powers and duties as the
officers whom they are elected to assist shall specify and delegate to them, and such other
powers and duties as these Bylaws or the Board of Directors may prescribe. An Assistant
Secretary may, in the absence or disability of the Secretary, attest the execution of all
documents by the Corporation.
Section 6.1. Corporate Seal. The Corporation shall have no seal.
Section 6.2. Execution of Contracts and Other Documents. Unless otherwise
ordered by the Board of Directors, all written contracts and other documents entered into
by the Corporation shall be executed on behalf of the Corporation by the President, and if
required, attested by the Secretary.
Section 6.3. Fiscal Year. The fiscal year of the Corporation shall begin on July
1st of each year and end on June 30th of the following year. The meeting year, and
beginning and ending dates of the term of officers and directors of the corporation shall
be set by the Board of Directors. The beginning and ending dates of the fiscal year,
meeting year, and term of the officers and directors may be different from each other.
Subject to law and the Articles of Incorporation, the power to make, amend or
repeal all or any part of these Bylaws is vested in the Board of Directors. The affirmative
vote of a majority of the entire Board of Directors shall be necessary to effect any such
changes in these Bylaws.
Gretchen Hueni, Secretary
Dated: January 14, 2010