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BYLAWS OF ESA FOUNDATION
| ARTICLE I | NAME AND LOCATION |
| Section 1 | The name of this non-profit foundation shall be ESA FOUNDATION. |
| Section 2 | The ESA Foundation shall maintain a permanent mailing address: 363 West Drake Road, Fort Collins, Colorado 80526. |
| ARTICLE II | PURPOSE |
| Section 1 | The ESA Foundation shall be a non-profit/tax-exempt organization pledged to develop the philanthropic activities of volunteers, provide assistance to established programs that serve human needs, and produce new programs to improve the quality of life. |
| ARTICLE III | MEMBERSHIP |
| Section 1 | Any individual, business, corporation or organized group of Epsilon Sigma Alpha (Chapter, Region, District, Zone, State, Area Council or Auxiliary) who have contributed at least $25.00 in undesignated funds prior to August 1979 became a charter member and received a certificate of charter membership. Charter membership was also granted to any of the above who had, before August 1, 1979, made one or more installment payments toward charter membership and completed payment of $25.00 in undesignated funds before July 1, 1980. |
| Section 2 | After August 1979, any individual, business, corporation or organized group of Epsilon Sigma Alpha (Chapter, Region, District, Zone, State, Area Council or Auxiliary) who contributes $25.00 in undesignated funds in one dues year and pays annual dues of $15.00 in each following dues year shall be an active member. Any charter member who pays an annual dues of $15.00 shall be an active member for the dues year in which the payment was made. |
| Section 3 | New member and annual member dues shall cover the dues year from March 1 through the last day of February. A member is inactive for the current year if dues are postmarked March 2 or later. The late dues will be credited to the following year. Active members shall receive the quarterly newsletter and be entitled to vote on any question posed to the Foundation membership. Members not paying annual dues by the prescribed deadline date shall be considered an inactive member for that year. |
| Section 4 | Any individual, business, corporation, or organized group of Epsilon Sigma Alpha International (Chapter, Region, District, Zone, State, Area Council or Auxiliary) as of July 1995, upon payment of the required $500.00 fee shall be accorded Life Active Membership status, with no annual dues assessment. They shall be considered an active member of the Foundation with all voting privileges. |
| ARTICLE IV | BOARD OF DIRECTORS |
| Section 1 | The number of Directors who shall constitute the Board of Directors may not exceed eleven (11). Until otherwise determined, the number of Directors shall be eight (8) and shall reside within the continental United States. Unless specified otherwise, Directors shall be elected for three (3) year terms on a staggered basis as follows: Starting in 1998, three (3) Directors for that fiscal year, three (3) Directors for the next fiscal year and two (2) Directors the third fiscal year. There will be one (1) appointed "Overseas" Director who resides outside the 49 continental United States. This appointed Director shall serve a three (3) year term and have all voting rights and privileges of the elected directors except that of serving as an elected Executive Officer. A Director may not serve more than six (6) consecutive years, except for the specific purpose of changing the basis of the staggered terms for election of the Board of Directors. |
| Section 2 | The Directors shall constitute the Executive Board and shall govern all business and affairs of the Foundation. |
| Section 3 | The officers of the Foundation shall consist of a Chairman, a Vice-Chairman, a Secretary and a Treasurer. Only a Director may serve as an officer. The Chairman shall be the principal executive of the Foundation and is empowered to represent the Foundation as President when action by an officer styled as President is required, and shall serve as Chairman of the Executive board of Directors. The Vice-Chairman is empowered to represent the Foundation as Vice President when action by an officer styled as Vice President is required and shall serve as Vice-Chairman of the Executive Board of Directors. The Vice-Chairman shall execute the functions of the Chairman when the office of Chairman is unfilled or the Chairman is unable to serve. |
| ARTICLE V | MEETINGS |
| Section 1 | The Board of Directors shall meet upon the call of the Chairman at such time or times as the Chairman shall deem necessary to conduct the business of the Foundation. When the Chairman receives a request in writing signed by any two Directors, the Chairman must forthwith call a meeting of the Executive Board. |
| Section 2 | A majority of the Executive Board members shall constitute a quorum. If a quorum is present at any meeting, the Executive Board may conduct business of the Foundation by a majority vote of those present. All individual members of the ESA Foundation, and any persons by invitation of the Chairman, are entitled to attend meetings of the Board of Directors. They shall not be reimbursed for expenses except as fixed in a specific instance by the Board of Directors. Such persons shall sit without vote. |
| Section 3 | Notice of all meetings shall be sent to Directors and individuals involved by mail, telegram or telephone at least ten (10) days in advance of such meetings. |
| Section 4 | There shall be an Annual Meeting of the Foundation during the month of July, unless otherwise ordered by the Board of Directors, for receiving annual reports and the transaction of other business. Notice of Annual Meeting by letter or other publication to the membership must be prepared and signed by the Secretary or Chairman and shall be mailed to the last recorded address of each member at least thirty (30) days before the appointed time of the meeting. |
| Section 5 | The fiscal year of the Foundation shall be June 1 through May 31. |
| ARTICLE VI | QUALIFICATIONS OF DIRECTORS |
| Section 1 | Any candidate for Director must hold active individual membership at the time of nomination. |
| Section 2 | No Director may hold an elective position or appointment on the General Board of the International Council of Epsilon Sigma Alpha, or be an employee of the ESA Service Corporation, or serve as a Foundation State/Country Counselor during her/his term of office on the ESA Foundation Board of Directors. |
| ARTICLE VII | DUTIES OF OFFICERS |
| Section 1 | The Chairman shall have general supervision over the business and activities of the Foundation and shall preside at all meetings of the Executive Board including the Annual Meeting. The Chairman shall be a member ex-officio of all committees except the nominating committee. The Chairman is authorized to sign as Agent of the Foundation, to carry out the business and administration of the Foundation, and may designate, in writing, authorization for other officers to sign. With Board approval, the Chairman shall approve payment of any bill over $200.00. With Board approval, the Chairman shall be authorized to make any oral or financial agreements. The Chairman, with approval of the Executive Board, may contract for administrative, bookkeeping, accounting services for the Foundation. Committee Chairmen shall be appointed annually by the Chairman and shall serve no more than two (2) consecutive terms. With Board approval, the Chairman may appoint special Committee Chairmen. The Chairman may serve two (2) consecutive one (1) year terms. |
| Section 2 | The Vice Chairman shall assume the duties of the Chairman in the latter's temporary absence. Upon the death or withdrawal of the Chairman, the Vice Chairman shall become Chairman. The Vice Chairman shall be Chairman of the Nominating Committee, the Election Tellers and the Credentials Committee. (For specific duties of the Nominating Committee, Election Tellers and Credentials Committee, refer to ARTICLE VIII.) |
| Section 3 | The Secretary shall keep accurate records of all ESA Foundation Board meetings. A copy shall be placed in the permanent records of the Foundation. The Secretary shall mail a rough draft copy of minutes within 15 days after a meeting to the appointed approval committee. The Secretary shall mail approved minutes to the Board of Directors within 45 days after a meeting. The Secretary shall have a resume of the Annual Meeting in the October Jonquil. |
| Section 4 | The Treasurer shall submit a proposed budget for board approval annually and be responsible for review and analysis of the ESA Foundation financial statements. The Treasurer shall submit a report at all meetings of the Board. An annual financial statement shall be distributed to all members. The Treasurer shall coordinate and provide guidelines for all financial records of any project working under the ESA Foundation umbrella. The Treasurer shall be responsible for providing guidelines to any individual and/or firm selected to provide required accounting, administrative, and membership services, to include: collection and disbursement of funds, maintain current membership list and provide distribution as specified by the Board. The Treasurer shall serve as an ex-officio member of all fund raising committees and perform duties as directed by the Board. The ESA Foundation shall have a complete audit done every year. The Treasurer shall issue a statement to members not affiliated with ESA International. |
| ARTICLE VIII | COMMITTEES |
| Section 1 | Nominating Committee A. The Vice-Chairman of the Executive Board shall serve as Chairman of the Nominating Committee, and will provide instructions to the Nominating Committee. B. The Nominating Committee shall consist of the Committee Chairman and two (2) members of the Board appointed by the Board Chairman. C. Duties of the Nominating Committee shall consist of that outlined in Section 1, Nominations, of ARTICLE X, NOMINATIONS AND ELECTIONS. |
| Section 2 | Credential Committee A. The Vice-Chairman of the Executive Board shall serve as Chairman of the Credentials Committee. B. The credentials Committee shall consist of the Committee Chairman and ten (10) active individual ESA Foundation members recommended by the Credential Chairman and approved by the Board Chairman. C. The Credentials Committee shall issue credential cards to each active Foundation member, through the State Counselors. D. The Credentials Committee shall distribute the election ballots to voting members upon verification of voting eligibility. |
| Section 3 | Tellers Committee A. The Vice-Chairman of the Executive Board shall oversee the Tellers Committee. B. The Tellers Committee shall consist of a Head Teller and a minimum of nine (9) other Tellers who shall be appointed from the membership of the Foundation as recommended by the Board Vice-Chairman and approved by the Board Chairman. Anyone serving on this committee must be active individual members or chapter representatives of the ESA Foundation. C. The Vice Chairman shall designate a Past Foundation Chairman to be present to answer questions, but not participate in actual vote counting. D. Instructions to the Tellers Committee will be issued by the Vice Chairman. |
| ARTICLE IX | ADVISORY DIRECTORS AND STATE COUNSELORS |
| Section 1 | A member of the International Council of Epsilon Sigma Alpha, appointed by the President of the International Council Executive Board, may serve as an advisory director and in liaison to the Foundation for the International Council. There shall be future advisory directors to serve as members of the Planning Commission appointed by the Board of Directors, who shall serve in an advisory capacity only. They shall be appointed for a two (2) year period and may be reappointed for no more than a second two (2) year period. Advisory Directors shall be invited to all meetings of the Board of Directors and to the Annual Meeting. They may voice opinions, but shall serve without vote. Advisory Directors may submit proposals for consideration by the Board of Directors and shall respond to queries in their fields. The Junior Past Chairman, if no longer an elected member of the Board of Directors, shall sit as an Advisory Director to the Board of Directors and may voice opinions, but shall serve without vote. The current Chairman may appoint the Junior Past Chairman to supervise a project(s) started within the Junior Past Chairman's term as Chairman so that these projects may successfully be completed for the benefit of the ESA Foundation. |
| Section 2 | A state or country may appoint or elect an ESA Foundation State Counselor. A State Counselor must be an individual active member in the ESA Foundation. Upon recommendation of the Foundation Executive Board, a State Counselor may be removed for non-performance of duties by the State's President. A Director, appointed by the Chairman, shall serve as Director for State Counselors and shall serve in liaison between the ESA Foundation Board of Directors and the State Counselors, keeping them informed on the ESA Foundation projects. |
| ARTICLE X | NOMINATIONS AND ELECTIONS |
| Section 1 | A. The Vice-Chairman, serving as Chairman of the Nominating Committee, shall send out a "Call for Nominations to the Board of Directors" to each active member of the ESA Foundation at their last recorded address no later than December 1 of each year. B. Members may submit nominations for the prescribed vacancies on the Board of Directors to the Chairman of the Nominating Committee. Nominations shall be received by the Nominating Chairman no later than February 1 of each year. C. Nominations of all candidates for the position of Director must be accompanied by a letter, written by the nominee, of willingness to serve if elected, a statement in writing by the nominee of qualifications for directorship, and a written resume of the nominee's personal and professional history. D. The Nominating Committee shall screen all candidates so nominated for eligibility for office. E. The Nominating Committee shall prepare a ballot from nominations received from the membership. If those nominations received are not sufficient to fill all vacancies on the Board, the committee shall nominate qualified candidates so there shall be a minimum of one candidate for each vacancy on the ballot. F. The Vice-Chairman shall provide a resume of the candidates' qualifications to be published in the Spring issue of the Membership Newsletter and on the website. G. The report of the Nominating Committee will officially be presented to the membership, for consideration, at the Annual Meeting each year. H. Following the official report of the Nominating Committee, active members of the ESA Foundation in attendance may submit nominations from the floor of the Open Board Meeting held prior to the Annual Meeting. Prior "Notice of Intent to Nominate" from the floor shall be submitted to the Chairman of the Nominating Committee 30 days prior to the Annual Meeting. Notice of Intent to Nominate shall include candidate's name, statement of willingness to serve, and candidate's qualifications. Candidates so nominated shall be added to the printed ballot following nomination. I. Distribution of the ballots for election of Directors shall not be earlier than three (3) days before close of the ballot box when elections are held at the Annual Meeting. |
| Section 2 | Elections A. When the number of candidates is the same as the number of vacancies on the Board of Directors to be filled, the chair can take a voice vote, or can declare that the candidates are elected, thus effecting the election by general consent or "acclamation". B. Foundation voting members not in attendance at the Annual Meeting may vote by proxy. Their proxy vote may be cast by an authorized voting member of the Foundation in attendance. A proxy authorization signed by the individual granting the proxy shall be provided to the Foundation Credentials Committee. C. A member of an ESA Chapter, Region, District, Zone, State, Area Council or Auxiliary that has paid the current years dues may be designated to carry that group's proxy vote at the Annual Meeting. D. Foundation voting members in attendance at the Annual Meeting must cast their own votes. E. A plurality vote of ballots cast shall elect. A written statement of the election returns shall be made by the Tellers to the Chairman of the Board of Directors and the Secretary immediately following the final count and become a part of the records. Cumulative voting shall not be permitted. A report of the votes cast shall be posted and shall be attached to the minutes of the Annual Meeting. F. Results of the election shall be announced by the Chairman following the Annual Meeting. G. The incoming Directors shall assume duties of their office at the Saturday Board Meeting following election. H. In cases of inability to hold an Annual Meeting due to a nationwide crisis, the Nominating Committee shall present candidates for office, and election shall be by mail in accordance with the method determined by the ESA Foundation Board of Directors. The Board of Directors may also devise a means to transact business and to declare the officers chosen by mail vote duly elected during such emergency. |
| ARTICLE XI | VACANCIES |
| Section 1 | Vacancy for the office of Chairman occurring before normal expiration of term will be filled automatically by the Vice Chairman. Other vacancies on the Board of Directors shall be filled, for the unexpired term, by appointment(s) from the Foundation active membership by the Chairman with the approval of the Board of Directors. Any appointment made by the Board of Directors shall be for the remainder of the fiscal year of appointment only. Remaining years of the term of the vacated directorship will be served by an individual elected for the balance of that term under the same nominating and electing procedures used for regular election of directors, such election to occur at the next Annual Meeting after the directorship is originally vacated. |
| ARTICLE XII | FINANCES |
| Section 1 | For attendance at all meetings of the Board of Directors, except those held in conjunction with the Annual Meeting, elected Directors shall be reimbursed for expenses incurred for transportation and lodging. Reimbursement for transportation shall not exceed the cost of round-trip coach airfare secured a minimum of two (2) weeks before travel or 37 cents per mile, round-trip, which ever is the lesser amount. Reimbursement for lodging shall be one-half the double occupancy for any given meeting. For attendance at the Annual Meeting, elected Directors may be reimbursed for five (5) nights lodging at one half the double occupancy rate, and expenses incurred for transportation approved by the Board of Directors at each meeting, reimbursement to be at the same rate as provided herein for Directors meetings. In the event that the Annual Meeting is scheduled to be held outside the continental United States reimbursement for transportation shall be decided upon at that time by the current Board of Directors. |
| Section 2 | Reimbursement for elected Director travel shall be computed on the shortest direct-line distance. Elected Directors shall not be reimbursed for cost of meals. No person other than elected Directors may be reimbursed for expenses of transportation and lodging to attend Annual Meetings, except as fixed in a specific instance by the Board of Directors. |
| Section 3 | The person representing the International Council at meetings of the ESA Foundation Board of Directors shall be reimbursed for the same number of nights lodging as approved for the Board of Directors at each meeting attended. |
| Section 4 | Postage, printing, telephone and miscellaneous expenses incurred by the Directors shall be allowed. |
| Section 5 | Expenses of the Chairman, or the Chairman's representative, when officially representing the foundation, as approved by the Board of Directors, will be paid. |
| ARTICLE XIII | VOTING |
| Section 1 | Each active member of ESA Foundation is entitled to one (1) vote on any question posed to the Foundation membership, but may not vote in any fiscal year unless the annual membership fee for the preceding fiscal year has been paid by the deadline date set by the Board of Directors for the current year. |
| Section 2 | Whenever, in the judgment of the Board of Directors, any question shall arise which it considers should be put to a vote of the active membership, the Board may submit such a matter to the membership in writing, by mail, for vote and decision. The question thus presented by mail within thirty (30) days after such mailing by the Board. |
| Section 3 | Unless any Director objects to such vote, the Chairman may call for a vote by mail by the Directors upon any question submitted in writing by the Chairman to the Executive Board. The writing submitted by the Chairman will include directions for voting, and the return thereof must be signed by the voting Director. |
| ARTICLE XIV | UNITED STATES POSTAL MAILING PERMIT |
| Section 1 | The Foundation shall hold a U.S. Postal Mailing Permit to be renewed annually. This permit may be used as designated 'drop stations' by members who wish to participate in mailing ESA Foundation materials. Members using the Foundation permit must include Foundation information in their publication. |
| ARTICLE XV | PARLIAMENTARY AUTHORITY |
| Section 1 | Roberts Rules of Order Newly Revised shall be the parliamentary authority of the Foundation on all points not covered in these bylaws. |
| ARTICLE XVI | DISSOLUTION |
| Section 1 | The Foundation shall use its funds only to accomplish the objects and purposes specified in the Articles of Incorporation, and no part of such funds shall inure or be distributed to the members of the Foundation. Upon dissolution any funds remaining shall be distributed to one or more educational, scientific or philanthropic organizations engaged in activities similar to those of ESA Foundation, distributes to be selected by the members of the Foundation. |
| ARTICLE XVII | AMENDMENTS |
| Section 1 | Current Bylaws will be maintained on the ESA Foundation web site. A printed copy of the current Bylaws will be mailed to ESA Foundation members upon request. |
| Section 2 | Proposed Bylaw changes submitted by the membership must be in the hands of the Foundation Parliamentarian no later than December 1. |
| Section 3 | Changes to these Bylaws must be presented in writing, to the Directors thirty (30) days prior to the called meeting of the Board of Directors. |
| Section 4 | These Bylaws may be amended at the ESA Foundation Annual Meeting by a two-thirds (2/3) vote of those members present and voting and will become effective immediately. |
| Section 5 | A mail ballot may be taken to amend these Bylaws if deemed necessary by the Board of Directors. It takes two-thirds (2/3) vote of returned ballots to amend and will become effective immediately. |
ESA FOUNDATION STANDING RULES
- When, in the opinion of the Chairman and two (2) other Directors, a Director or Committee Member has failed to perform properly for a period of three (3) months, the Chairman may present the question of removal of said person from the Board of Directors. It shall take a two-thirds (2/3) vote to remove said Director or Committee member. If the vote is on a Director, said Director shall not vote on the question.
- The files of each Director shall be turned over to successors at the Annual Meeting.
- A set of all Contracts, Minutes, Treasurer's Reports and Audits shall be kept in a permanent file at a location as determined by the Board of Directors.
- The Policy Manual of ESA Foundation shall be reviewed and/or revised each year.
- An attorney selected by the Board shall be retained to hold Power of Attorney for the ESA Foundation.
- Doug Mills shall be the Registered Agent for the ESA Foundation.
- A Workshop for State Counselors shall be held in conjunction with the ESA Foundation Annual Meeting.
- The year to date figure to determine ESA Foundation Awards will be June 1 through May 31 of each year.
- Vouchers, with appropriate receipts, for expense reimbursement submitted by Directors, will be approved by the Treasurer for compliance with approved budget and/or available funds. A monthly report of vouchers received and action taken will be submitted to the Chairman of the Board of Directors for the Chairman's files.
- Directors or State Counselors who desire to donate their expenses may utilize a donation voucher as follows: Submit a voucher the same as for reimbursement, except that "DONATION" will be indicated on the top right side of the voucher. A check from the individual, in the voucher amount, will be attached to the voucher. Then an ESA Foundation check will be issued to the individual the same as a reimbursement. Donation vouchers must be approved by the Treasurer. A report of donation vouchers approved, or action taken, will be submitted to the Chairman of the Board of Directors for the Chairman's files.
- Sample & Bailey CPA shall serve as the auditor for the ESA Foundation until changed by a vote of the Board of Directors.
- All membership and dues donations to the ESA Foundation must be in United States dollar equivalents to allow voting privileges. Rate of exchange will be based upon the rate as of the date of the check.
- Election of ESA Foundation Directors should be based solely upon the qualifications of the candidates as published by the Foundation Nominating Committee. Since candidates should be professional and qualified, they are not to participate in any form of campaigning activities.
- The Treasurer, with written approval of the Executive Board shall be the sole authorized agent of the ESA Foundation for implementation of the investment decisions and transactions of the Foundation. Written authorization must be provided, by the Treasurer, to any third party to carry out the transactions of the ESA Foundation Board of Directors.
- These standing rules may be amended, with thirty (30) days written notice to the Directors, at a Board of Directors meeting. It will require two-thirds (2/3) vote of those Directors present, and voting and will become effective immediately.
- A mail ballot may be taken to amend these standing rules if deemed necessary by the Board of Directors. Returned ballots representing a majority of directors is required to constitute a quorum for the mail vote, and it takes two-thirds (2/3) vote of the returned ballots to amend and will become effective immediately.