About UsUpdated 11/12/10CODE OF BY-LAWSOFTHE DIVERSITY ROUNDTABLE OF CENTRAL INDIANA, INC.
ARTICLE IName The name of the organization is The Diversity Roundtable of Central Indiana, Inc. (“Roundtable”).
ARTICLE IIFiscal Year The fiscal year of the Roundtable shall begin each year on the first day of January and end on the last day of December of the same year.
ARTICLE IIIMeetings of Members Section 1. Place of Meeting. Meeting of members of the Roundtable shall be held at such place as may from time to time be designated by the Board of Directors, or as may be specified in the notices or waivers of notice of such meetings. Section 2. Annual Meeting. The annual meeting of members for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held during the month of October of each year (or on such other date as the Board of Directors shall fix by resolution) at such time and place as the President shall determine and cause to be communicated to the members and directors. Failure to hold the annual meeting during such month shall not work any forfeiture or a dissolution of the Roundtable and shall not affect otherwise valid corporate acts. Section 3. Special Meetings. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statues or by the Articles of Incorporation, may be called by the President, by a majority of the Board of Directors or by written petition signed by not less than two-thirds (2/3) of the members of the Roundtable. Section 4. Notice of Meetings. A written or printed notice, stating the place, day and hour of the meeting, and in case of a special meeting, or when required by any other provisions of the Indiana Nonprofit Corporation Act of 1991, as amended (the “Act”), or of the Articles of Incorporation, as now or hereafter amended, or these By-Laws the purpose or purposes for which the meeting is called, may be emailed, faxed, delivered or mailed by the Secretary, or by the officer or persons calling the meeting, to each member of record entitled by the Articles of Incorporation and by the Act, to vote at such meeting generally seven (7) days before the date of the meeting. Any member may waive notice of any such meeting in writing, and attendance at any meeting in person shall constitute a waiver of notice of such meeting. Each member, who has in the manner above provided waived notice of a members’ meeting, or who personally attends a members’ meeting, or is represented there at by a proxy authorized to appear by an instrument of proxy, shall be conclusively presumed to have been given due notice of such meeting. A written or printed notice of any adjourned meeting shall be delivered or mailed to each member at least two (2) days before the date of such adjourned meeting, which notice shall state the fact of adjournment, the reasons for adjournment and the place, day and hour of the adjourned meeting. Section 5. Voting at Meetings.(a) Quorum. All members of the Roundtable entitled to vote at such meeting shall constitute a quorum at all meetings of members for the transaction of business, except where otherwise provided by law, the Articles of Incorporation or these By-Laws. (b) Voting Rights. Except as otherwise provided by law or by the Articles of Incorporation, every member shall have the right at every members’ meeting to one (1) vote on all matters coming before the membership, including the election of directors. At the discretion of the Board, a membership vote may be held by mail-in and/or electronic ballot so long as 1) the issue under consideration, including election of directors, is distributed to all members at least two (2) weeks prior to the scheduled vote, 2) a deadline of not less than 72 hours is set for receipt of votes and the deadline is stated in the communication to the members and 3) the results of the vote are tallied and disclosed to the membership in no more than five (5) business days following the deadline for the vote. (c) Required Vote. When a quorum is present at any meeting, the majority vote of the members having voting power present in person shall decide any question brought before such meeting.
ARTICLE IVBoard of Directors
Section 1. Number, Election, and Term of Office. A Board of Directors shall manage the affairs of the Roundtable. The number of directors of the Roundtable shall be a minimum of five (5) members and a maximum of nine (15) members unless changed by amendment of this section. The members of the Roundtable shall determine the qualification for membership on the Board of Directors, save that the Board shall be granted the authority to name up to five (5) At-Large Board seats reserved for representatives of major and on-going corporate contributors to the Roundtable.The term of office of each director shall be for a period of two (2) years and until his or her successor is duly elected and qualified. Directors shall be elected at the annual meeting of the members, or, if not so elected, at a special meeting of members called for that purpose by the members entitled by the Articles of Incorporation and these By-Laws to elect directors. At-large directors representing major corporate contributors will be announced to the membership by the Board at the same meeting. In the event of an increase in the number of directors by amendment of these By-Laws, the election of the additional director or directors shall be by a vote of the members of the Roundtable, save in the case of the At-Large representatives of major corporate contributors, who will named by the Board. No decrease in the number of directors shall have the affect of shortening the term of an incumbent director. Section 2. Vacancies. Any vacancy occurring on the Board caused by an increase in the number of directors by amendment of the Articles of Incorporation, or by resignation, removal, death or otherwise, shall be filled until the end of the Director’s term (or in the case of an increase in the number of directors, shall be filled until the next annual meeting of the Board) by a vote of two-thirds (2/3) majority vote of the entire remaining members of the Board. Section 3. Removal of Directors. Any member of the Board may be removed as a director, by action of the Board, if such director is absent from two (2) consecutive regular meetings (including for this purpose the annual meeting) or three meetings in any one year (including for this purpose the annual meeting) of the Board. In addition, any member of the Board may be removed, with or without cause, at a meeting of the members called expressly for that purpose, by a seventy-five percent (75%) vote of the members of the Roundtable. Section 4. Resignations. A director may resign at any time by giving written notice to the Board of Directors or the President. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective. Section 5. Annual Meeting. The annual meeting of the Board of Directors for the election of officers and for the transaction of such other business as may properly come before the meeting shall be held within the State of Indiana on or after the Annual meeting of the membership in each year at such time and place as the President shall determine and cause to be communicated to the directors. Failure to hold the annual meeting during any particular month shall not work any forfeiture or a dissolution of the Roundtable and shall not affect otherwise valid corporate acts. Section 6. Regular Meetings. Regular meetings of the Board of Directors will generally be held bimonthly within the State of Indiana. Such regular meetings may be held without notice or upon such notice as may be fixed by the directors. The annual meeting of the directors shall be held in place of one of such regular meetings. Section 7. Special Meetings. The President or any two (2) directors may call special meetings of the Board of Directors. Unless the Act requires a longer notice period, notice of the time and place of a special meeting shall be served personally upon or telephoned to each director at least two (2) days, or mailed, emailed, telecopied, telegraphed or cabled to each director at his or her usual place of business or residence at least three (3) days, prior to the time of the meeting. Directors, in lieu of such notice, may sign a written waiver of notice either before the time of the meeting, at the meeting or after the meeting. Attendance by a director in person at any such special meeting shall constitute a valid and binding waiver of notice. Section 8. Quorum. A majority of the actual number of directors elected and qualified, from time to time, shall be necessary to constitute a quorum for the transaction of any business. The act of a majority of the directors present at the meeting, at which a quorum is present, shall constitute the act of the Board of Directors, unless the act of a greater number is required by the Act, by the Articles of Incorporation, or by these By-Laws. A director of the Roundtable who is present at a meeting at which action on any Roundtable matter is taken shall be presumed to have assented to the action taken unless such director’s dissent shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the secretary of the meeting before adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Roundtable immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action and did not change his or her vote prior to the time that the President of such meeting announced the result of such vote. Section 9. Consent Action by Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a written consent to such action is signed by all directors or all members of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee. Action taken under this Section 9 is effective when the last director signs the consent, unless the consent specifies a different prior or subsequent effective date.
ARTICLE VOfficers Section 1. Principal Officers. The principal officers of the Roundtable shall be a President, a Vice President, a Treasurer, and a Secretary. The Roundtable may also have such subordinate officers as may be appointed in accordance with the provisions of these By-Laws. The same person may not hold the offices of President and Secretary. Section 2. Election and Term of Office. The principal officers of the Roundtable shall be chosen annually at the annual meeting of the Board by a vote of the majority of the directors then in office. Each officer shall hold office for a period ending at the next annual meeting of the Board and until such officer’s successor shall have been duly chosen and qualified, or until such officer’s death, or until such officer shall resign, or until such officer shall have been removed in the manner hereinafter provided. Section 3. Removal. Any principal officer may be removed, either with or without cause, at any time, by resolution adopted at a meeting of the Board by a majority of the directors then entitled to vote. Section 4. Subordinate Officers. In addition to the principal officers enumerated in Section 1 of this Article V, the Roundtable may have one or more Assistant Treasurers, one or more Assistant Secretaries and such other officers, agents and employees as the Board may deem necessary and as it shall select, each of whom (i) shall hold office for such period as the Board shall determine, (ii) may be removed with or without cause, and (iii) shall have such authority and perform such duties as the President or Board may from time to time determine. The Board may delegate to any principal officer the power to appoint and to remove any such subordinate officers, agents or employees. Section 5. Resignations. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective. Section 6. Vacancies. The Board at any regular or special meeting of the Board may fill any vacancy in any office. Section 7. President. The President shall be chosen from among the directors and shall preside at all meetings of the Board. The President shall schedule and coordinate Board of Director meetings and have no other executive or administrative responsibilities unless otherwise assigned by the Board. The President shall have general supervision of the affairs of the Roundtable, subject to the control of the Board. Subject to the control and direction of the Board, the President may enter into any contract or execute and deliver any instrument in the name and on behalf of the Roundtable. In general, the President shall perform all duties and have all powers incident to the office of President as herein defined and all such other duties and powers as, from time to time, may be assigned to the President by the Board. Section 8. Vice President. The Vice President will assist the President with his or her duties and shall preside at all meetings of the Board and membership at which the President is not present. He or she shall accumulate grant information and investigate grantee’s requests. The Vice President shall schedule and coordinate grantee interviews and/or presentations as well as on-site visits. The Vice President shall assure that these functions are executed with and meet with Board approval. Section 9. Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Roundtable and shall deposit all such funds in the name of the Roundtable in such banks or other depositories as shall be selected by the Board. He or she shall oversee handling of daily bank transactions, of deposits and/or check disbursements as necessary. The Treasurer shall upon request exhibit at all reasonable times the books of account and records to any of the directors of the Roundtable during business hours at the Treasurer’s place of business where such books and records shall be kept; shall render upon request by the Board a statement of the condition of the Roundtable at any meeting of the Board; shall receive, and give receipt for, monies due and payable to the Roundtable from any source whatsoever; and, in general, shall perform all duties as from time to time may be assigned by the President. The Treasurer shall give such bond, if any, for the faithful discharge of his or her duties as the Board may require. Treasurer shall also be responsible for timely and accurate tax and governmental filings. The Treasurer may delegate any such responsibilities to other members of the Roundtable or, with the approval of the Board of Directors, to other such financial persons. The Treasurer shall remain responsible for oversight, control and authorization of such duties. Section 10. Secretary. The Secretary shall keep or cause to be kept in the books provided for that purpose the minutes of the meetings of the Board; shall duly give and serve all notices required to be given in accordance with the provisions of these By-Laws and by the Act; shall be custodian of the records of the Roundtable and attest to all documents, the execution of which on behalf of the Roundtable under the Secretary’s attestation is duly authorized in accordance with the provisions of these By-Laws; and, in general, shall perform all duties incident to the office of the Secretary and such other duties as may, from time to time, be assigned by the President or the Board.
ARTICLE VIAmendments The power to make, alter, amend, or repeal these By-Laws is vested in the Board, but the affirmative vote of a majority of the entire number of directors shall be necessary to effect any alteration, amendment or repeal of these By-Laws. Directors must be given at least three (3) days notice of any special, regular or annual meeting of the Board at which an alteration, amendment or repeal of the By-Laws will be considered. Such notice shall be accompanied by a draft of the proposed change to the By-Laws; provided, however, that the Board shall have full power and authority to adopt different language from that contained in such draft in altering, amending or repealing these By-Laws. ARTICLE VIIReview of By-Laws
The Board shall review and modify these By-Laws at its discretion, and the President and the Secretary shall sign and date such By-Laws to indicate the time of the last review.