FOUNDATION FOR THE PRESERVATION OF HONEY BEES, INC.
BYLAWS
ARTICLE ONE – Purpose
The purpose of the Corporation is the preservation of honey bees through the practice and profession of beekeeping by providing educational opportunities for the general public and for those engaged in beekeeping, by funding and promoting research for the purpose of advancing beekeeping practices and honey production and use, and to engage in any lawful business or activities related thereto.
ARTICLE TWO – Members
The Foundation will have no voting members.
ARTICLE THREE – Board of Trustees
The Foundation’s affairs shall be managed by its Board of Trustees which shall be composed of not more than 11 members.
The current president of the American Beekeeping Federation, Inc. (“ABF”) and the current ABF vice president shall serve by designation as trustees of the Foundation.
Additional trustees (up to a maximum of nine additional trustees) shall be appointed by the ABF Board of Directors to two-year terms, provided that the initial appointed trustees shall serve one-year or two-year terms as determined by the Board of Trustees. Appointed trustees shall serve no more than two consecutive terms. It is expected that the appointed trustees shall include one former ABF president, excluding the immediate past president; one member of the ABF Executive Committee who is not an officer of ABF; one member of the ABF Auxiliary; one person from the education community; and one person from the scientific community.
New trustees shall take office at the annual meeting. Any trustee may resign by giving written notice to the Chairperson. The resignation shall be effective upon receipt by the Chairperson. A trustee may be removed with or without cause by the ABF Board of Directors. Replacement trustees for appointed positions will be named by the ABF Board of Directors. Notwithstanding the above, vacancies created by death or resignation may be filled by the Board of Trustees until the next meeting of the ABF Board of Directors.
Trustees shall not receive compensation for their services as trustees but can receive reimbursement for expenses and can be engaged to perform other services for the Foundation as long as the compensation is not excessive as that term is used in IRC Section 4941(d)(2)(E).
ARTICLE FOUR – Meetings
The Board of Trustees shall have one annual meeting. Special meetings, as needed, may be called by the Chairperson or by a majority of the trustees. Notice of the meeting should be given ten days in advance either in writing (including electronic transmission) or by telephone. Attendance at the meeting shall constitute waiver of notice except where a trustee attends the meeting with the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
The Board may permit any or all trustees to participate in a regular or special meeting by, or conduct the meeting through the use of any means of, communication by which all trustees participating may simultaneously hear each other during the meeting. A trustee participating in a meeting by this means is deemed to be present in person at the meeting.
Action may be taken by the Board of Trustees without a meeting. The action must be evidenced by one or more written consents describing the action taken, signed by no fewer than a majority of the trustees then in office, and delivered to the Foundation for inclusion in the minutes for filing with the corporate records.
A majority of the trustees, when present at any meeting, shall constitute the quorum for purposes of transacting any business of the Foundation.
ARTICLE FIVE – Officers
The officers of the Foundation shall consist of a Chairperson, a Vice Chairperson, and an Executive Director. The officers of the Foundation, with the exception of the Executive Director, shall be elected by the Board of Trustees at the annual meeting. Any officer of the Foundation so elected by the Board of Trustees may be removed by a vote of the majority of the Board of Trustees then in office. The ABF Executive Director shall be the Executive Director of the Foundation, except that the ABF Board of Directors, in consultation with the Foundation Board of Trustees, may designate some other person to serve as Executive Director of the Foundation.
Chairperson: The Chairperson shall supervise and conduct Foundation activities and operations. He or she shall preside at all meetings and shall keep the Board informed concerning the activities of [for] the Foundation. He or she may sign, in the name of the Foundation, all contracts and documents authorized by the Board. He or she shall have authority to establish committees and to appoint members to serve on such committees.
Vice Chairperson: The Vice Chairperson shall have such powers and duties as delegated to him or her by the Chairperson. He or she will serve as Chairperson during the absence of the Chairperson.
Executive Director: The Executive Director shall act as secretary of all meetings of the Board of Trustees and shall keep the minutes of all such meeting. He or she shall attend to the giving and serving of all notices of the Foundation. He or she shall perform all duties customarily incident to the office of Secretary-Treasurer. The Executive Director shall have custody of all funds and securities of the Foundation. He or she shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Foundation and shall deposit all moneys and other valuable effects of the Foundation in such banks or depositories as Board of Trustees may designate. The Executive Director shall serve as an ex-officio, non-voting member of the Board of Trustees.
ARTICLE SIX – General Provisions
Committees: The Chairperson may appoint such committees as he or she deems necessary to effect the purposes of the Foundation.
Contracts: The Board of Trustees may authorize any officer or officers to enter into any contract on behalf of the Foundation; such authority must be in writing.
Checks, Drafts, etc.: All checks, drafts and other orders for payment of money shall be signed by persons designated by the Board.
Gifts: The Board of Trustees may accept on behalf of the Foundation any contribution, gift, bequest of devise for general purposes or for any special purpose of the Foundation.
Books: There shall be kept at the office of the Foundation correct books of account of the activities and transactions of the Foundation, including a minute book which shall contain a copy of the articles of incorporation, these bylaws and all minutes of the meetings of the Board of Trustees.
Indemnification: The Trustees shall be indemnified by the Foundation against liabilities imposed upon them and expenses reasonably incurred by them in connection with any claim against them, or any action, suit or proceeding to which they may be a party by reason of their being a trustee. No Trustee is indemnified (a) with respect to matters for which they shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, (b) with respect to any matters which shall be settled by the payment of sums which independent counsel selected by the member(s) shall not deem reasonable payment made primarily with a view to avoiding expense of litigation, or (c) with respect to matters for which such indemnification would be against public policy.
Fiscal Year: The year shall be from October 1 to September 30.
Parliamentary Authority: The rules contained in the most recent edition of Robert’s Rules of Order Newly Revised shall be used as a guide for procedure at all meetings of the Board of Trustees in all cases to which they are applicable and in which they are not inconsistent with these bylaws, any special rules of order [of] the Foundation may adopt, or state law.
Restrictions: All policies and activities of the Foundation shall be consistent with applicable tax exemption requirements including the requirements that the Foundation not be organized for profit and that no part of its net earnings inure to the benefit of any private individual, and all funds must be used only for the tax exempt purposes of the Foundation.
Amendments: The trustees may amend the bylaws at any regular or special meeting prior to which proper notice was given. No amendment of the bylaws or of the articles of incorporation shall be effective unless or until the same are approved by the Board of Directors of the American Beekeeping Federation, Inc.
CERTIFICATE
I hereby certify that the foregoing is a true, complete and correct copy of the bylaws of the Foundation for the Preservation of Honey Bees, Inc., a Georgia nonprofit corporation, in effect on the date hereof.
IN WITNESS WHEREOF, I hereunto set my hand, this 11th day of January 1999.
/s/ Troy Fore, Executive Director
AMENDED:
- Jan. 11, 1999, Nashville – Include “preservation of honey bees” in the Purpose.
- Board terms limitation and rotation.
- Provide for alternate Executive Director.
- Render all terms “gender-neutral.”