Approved November 2022
EFFECTIVE JANUARY 1ST, 2023
BYLAWS
FedEx Pilots’ Wives Association, Inc.
ARTICLE I
NAME
The name of this organization shall be: FedEx Pilots’ Wives Association, Inc. (hereinafter referred to as "the Corporation").
ARTICLE II
OFFICES AND AGENTS
Section 1. Registered Office. The registered office of the Corporation required by the Tennessee Nonprofit Corporation Act shall be maintained in the State of Tennessee and it may be, but need not be, identical with the principal office if located in the State of Tennessee. The address of the registered office of the Corporation may be changed from time to time as provided in the Tennessee Nonprofit Corporation Act.
Section 2. Registered Agent. The Corporation shall maintain a registered agent in the State of Tennessee as required by the Tennessee Nonprofit Corporation Act. Such registered agent may be changed from time to time as provided by the Tennessee Nonprofit Corporation Act. The Corporation shall maintain a registered agent in such other states as may be required by applicable law.
ARTICLE III
NOT FOR PROFIT CORPORATION
Section 1. Purposes. The purpose for which the corporation is organized is for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and the corresponding provisions of any future United States Internal Revenue Code. This includes the purpose of:
A. To encourage and support women through their membership with activities and resources that promote mutually beneficial purposes through social, educational, charitable, and recreational opportunities.
B. To support our two local charities, Ronald McDonald House of Memphis and FedExFamilyHouse or any other charitable organizations as designated by the Board of Directors.
Section 2. Powers. The Corporation shall have the following powers:
A. To receive and maintain funds of real and/or personal property, and to use and 1 apply income and principal for the purposes set forth in Article III, Section 1, above.
B. To have and exercise any and all of those powers specified in sections 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Code; and those outlined in the Tennessee Nonprofit Corporation Act , Tennessee Code Annotated, Section 48-51-101, et seq., or the corresponding provision of any future Tennessee Nonprofit Corporation Act.
Section 3. Distribution of Assets upon Dissolution. In the event of dissolution, the residual assets of the corporation will be turned over to one or more organizations which themselves are exempt as organizations described in section 501(c)(3) of the internal revenue because of 1986, as amended, the corresponding sections of any future Internal Revenue Code, for exclusive public purpose. Corporations property should not be conveyed to any organization created or operated for profit or to any individual for less than fair market value of such property.
Section 4 Powers of Directors. The business affairs of the Corporation shall be managed by its Board of Directors, which shall exercise all such powers of the Corporation.
Section 5. Books of the Corporation. The Directors shall keep the books of the Corporation at such place or places as they may from time to time determine.
Section 6. Conflicts of Interest. Each Director represents and acknowledges that she has a fiduciary duty to the corporation and will recuse herself on any matter which comes before the corporation Board of Directors for approval if a conflict of interest, or potential conflict of interest exists between the action being considered by the Board of Directors and the financial or business interests of such Director or any of her affiliates. The following additional requirements shall apply to each matter being considered by the Board of Directors if a conflict of interest or a potential conflict of interest exists with respect to one or more of the Directors:
A. The interested Directors must disclose the potential conflict of interest to the Board.
B. The Board may ask the interested Director to leave the meeting during the discussion of the matter that gives rise to the potential conflict.
C. The interested Director will not vote on the matter that gives rise to the potential conflict.
D. The Board must approve the transaction or arrangement by majority vote of the Directors present at a meeting that has a quorum, not including the vote of the interested Director.
ARTICLE IV
MEMBERSHIP
The membership of this organization shall be composed of:
Section 1. Every wife of all pilots employed by FedEx, if she so desires.
Section 2. Every wife of all retired pilots of FedEx, if she so desires.
Section 3. Every widow of all deceased pilots of FedEx, if she so desires.
Section 4. Every female pilot of FedEx, if she so desires.
Section 5. Annual membership dues shall be set by the Board of Directors.
ARTICLE V
OFFICERS, DIRECTORS AND CHAIRS
Section 1. The Officers of the Corporation. For tax purposes, the Officers of the Corporation shall consist of the President, Vice-President, Secretary, and Treasurer. Additional Officers that the Board of Directors deems necessary may be elected or appointed by the Board of Directors in any manner consistent with these Bylaws.
Section 2. Directors. The business affairs, activities, and property of the Corporation shall be managed, directed, governed, and controlled, and the powers of the Corporation shall be vested in and exercised by a Board of Directors composed of not less than five (5) no more than thirteen (13) Directors. The voting Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, Parliamentarian, Communications Director, Membership Director, Social Director, Events Director, New Member Director, Fall Fundraiser Director, Spring Fundraiser Director (hereinafter referred to as "Directors"). All email communication associated with the business affairs of any Officer, Director, or Chair shall occur within the assigned FEPWA email account. All Officers, Directors, and Chairs shall maintain a minimum of three (3) years of role critical information in FEPWA email account for continuity.
Section 3. Increases/Decreases. Increase in Directors. The Board of Directors may change the number of Directors by amending these Bylaws. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by vote of the Board of Directors. Any such Director elected shall hold office from the date of the election until the end of the current term. No decrease in the number of Directors shall shorten the term of office of any incumbent Director.
Increase of Chairs. The Board of Directors may change the number of Chairs by a majority vote of the Board. Any such Chair elected shall hold office from the date of the 3 election until the end of the current term. No decrease in the number of Chairs shall shorten the term of office of any incumbent Chair.
Section 4. Term of Office. The Board of Directors and Chairs shall be installed for a term of one (1) fiscal year at the end of year (December) meeting. Directors and Chairs shall hold office until their successors are chosen and have qualified unless they are sooner removed from office as provided in these Bylaws. Directors and Chairs may serve for any number of successive terms.
Section 5. Qualifications. All Directors and Chairs shall be members of the Corporation in good standing and shall be persons of the age of twenty-one (21) years or older. Directors and Chairs do not need to be residents of the State of Tennessee. Directors and Chairs must demonstrate an interest in the purposes and activities of the Corporation and must be interested in donating her time, advice, skill, energy, and support in furtherance of the Corporation and its purposes and activities.
Section 6. Nomination and Election. Open nominations will be accepted for all Board of Directors and Chair positions beginning October 15th. Members must submit written nominations to the Parliamentarian prior to November 15th. If any position is contested, the Parliamentarian will announce and conduct a vote of the general membership within a period not to exceed seven (7) days. The new Board of Directors and Chairs for the upcoming year will be installed no later than December 31st upon the affirmative vote of the majority of votes cast.
Section 7. Resignation and Removal. A Director or Chair may resign at any time by giving written notice to the President of the Board of Directors of the Corporation, who shall announce the resignation to the full Board of Directors at the next regular meeting of the Board of Directors. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any Director or Chair may be removed from office without assignment of cause by a majority vote of the entire Board of Directors whenever in its judgment the best interests of the Corporation may be served thereby.
Section 8. Vacancies. Any vacancy occurring on the Board of Directors by reason of resignation, removal, death, or otherwise shall be filled by the affirmative vote of a majority of the remaining members of the Board of Directors prior to the adjournment of the next Board meeting, after general membership has been notified of the vacancy. A Director elected to fill a vacancy shall be elected for the unexpired term of her predecessor in office. The term of office of a Director elected to fill a vacancy shall commence upon election.
A Chair vacancy for reasons of resignation, removal, death, or otherwise shall be filled by the affirmative vote of a majority of the Board of Directors, after general membership has been notified. A Chair elected to fill a vacancy shall be elected for the unexpired term of her predecessor in office. The term of office of a Chair elected to fill a vacancy shall commence upon election. 4 When a vacancy of a Chair occurs the Director of which they serve under must fulfill the duty until the position is filled.
Section 9. Access. Upon resignation, removal, or end of term, all members of the Board of Directors and Chairs shall allow for seamless transition by providing all materials and passwords relevant to executing official duties.
Section 10. Absences. If a Director misses three (3) consecutive meetings without excuse, the Director shall come before the President.
Section 11. Compensation. Officers, Directors and Chairs shall serve without compensation for such positions, but may be paid for other services to the extent allowed under IRS code section 501(c)(3).
ARTICLE VI
QUORUM OF THE BOARD
Section 1. Quorum and Voting.
A. A quorum shall consist of the majority of the members of the Board of Directors or their proxies. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which shall be entertained at such meeting is a motion to adjourn; provided, however, that in the event of a vacancy on the Board of Directors or any such committee by reason of resignation, removal, death or otherwise, pending the appointment of a replacement Director, a majority of Directors then serving on the Board of Directors or any such committee shall constitute a quorum.
B. Each Board member shall have full and equal voting rights as a member of the Board of Directors. Each Director shall have one (1) vote on each matter submitted to a vote of the Board.
C. Members of the Board of Directors may hold only one Board position at any given time but any individual may serve concurrently as a Director and Committee Chair..
D. If deemed appropriate, the Board of Directors may choose to conduct voting by electronic means, in accordance with the rules set forth by the State of Tennessee.
E. Voting by proxy shall be permitted for issues deemed appropriate by the Board. The absent Director shall cast a written vote and deliver it to the President or Secretary in advance of the meeting. If the absent Director can ultimately attend, or if the issues at the meeting differ from that voted upon by the written proxy, the proxy becomes ineffective. 5
ARTICLE VII
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Place of Meetings. The regular or special meetings of the Board of Directors, or any committee designated by the Board, shall be held at any place within the State of Tennessee that the Board of Directors or any such committee, as the case may be, may designate.
Section 2. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly, unless otherwise voted on by the majority of the Board of Directors. Chairs may attend the monthly Board meetings.
Section 3. Special Meetings. Special meetings of the Board of Directors or any committee designated by the Board may be called at any time by the President of the Board of Directors, and shall be called by the President upon receipt of the written request of two (2) of the Directors. In addition, the chairperson of any committee designated by the Board or the President may call a special meeting of such committee and a special meeting shall be called by the chairperson of such committee upon receipt of the written request of two of the members of such committees.
Section 4. Notice of Meetings. Notice of meetings must be given to all members of the Board of Directors by mail, email, or other electronic means five (5) days prior to the meeting.
Section 5. Waiver of Notice. A Director may, in writing, waive notice of any meeting of the Board of Directors or any committee, either before, at, or after the meeting; and such waiver shall be deemed the equivalent of giving notice. Attendance of a Director at a meeting of the Board or any committee shall constitute a waiver of notice of that meeting unless he or she attends for the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened.
Section 6. Majority Action as Board Action. Every act or decision made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles or Incorporation, these Bylaws, or provisions of law require a greater or lesser percentage or different voting rules for approval of a matter by the Board.
Section 7. Conduct of Meetings. Meetings of the Board of Directors shall be presided over by the President of the Board, or if no such person has been so designated or, in her absence, by the Vice-President of the Board or, in the absence of each of these persons, a chairperson chosen by a majority of the Directors present at the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Board, provided that, in her absence, the presiding Officer shall appoint another person to act as Secretary of the Meeting. 6
Section 8. Remote Attendance. Members of the Board of Directors may participate in any meeting of the Board or committees designated by the Board, by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
ARTICLE VIII
BOARD OF DIRECTORS RESPONSIBILITIES
Section 1. President. The President shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of the Board of Directors and as the Executive Officer of all ex-officio committees. She shall not make or second any motion but shall have full and equal voting rights as a member of the Board of Directors. She shall call special meetings of the organization and the Board. She shall have signature authority to sign contracts on behalf of the Corporation and access to all Corporation accounts. She shall prepare meeting agendas and send out prior to the meeting. The FedExFamilyHouse Chair and Ronald McDonald House Chair will report to the President.
Section 2. Vice-President. The Vice-President shall serve as an Officer of the Corporation and shall have full and equal voting rights as a member of the Board of Directors. She shall report directly to the President. She will, in the absence of the President, perform the duties of the President. She shall act as assistant to the President and perform such duties as may be delegated to her by the President. She shall sit on both the Governance Committee and the Finance Committee as a standing committee member. The Communications Director, Membership Director, Social Director, Events Director, and New Member Director,
Section 3. Secretary. The Secretary shall serve as an Officer of the Corporation and shall have full and equal voting rights as a member of the Board of Directors. She shall report directly to the President. She is the Corporation’s official record keeper and shall maintain all Corporation correspondence along with any and all official documents. She shall maintain one mailbox key. She will assist the President in preparing meeting agendas. She will attend all meetings of the Board of Directors and record all proceedings of the meetings of the Corporation and the Board of Directors in a file to be kept for that purpose. She shall submit previous meeting minutes to the Board for approval.
Section 4. Treasurer. The Treasurer shall serve as an Officer of the Corporation and shall have full and equal voting rights as a member of the Board of Directors. She shall report directly to the President. She shall oversee the Corporation's financial administration, review and enforce financial policies and procedures, generate and present monthly financial reports to the Board, and create an annual budget with the aid of the Finance Committee. She shall maintain one mailbox key. The Treasurer will be responsible for coordinating with a CPA and filing any necessary tax forms to state or 7 federal tax agencies, in accordance with Tennessee Nonprofit Corporation Act , Tennessee Code Annotated, Section 48-51-101, et seq., or the corresponding provision of any future Tennessee Nonprofit Corporation Act, and as may be permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any Future United States Internal Revenue Code. The Treasurer will submit to an internal audit upon request of the Board of Directors. She shall serve as the Finance Committee Chair and sit on the Fundraising Committee as a standing committee member. She will coordinate the efforts of the following Chair: Financial.
Section 5. Parliamentarian. The Parliamentarian shall have full and equal voting rights as a member of the Board of Directors. The Parliamentarian shall report directly to the President. She shall be the expert in rules of order and implement procedures for the conduct of all regular meetings. She will assist the organization in the drafting, revising, and interpretation of bylaws and rules of order, and the planning and conduct of meetings. She shall have the authority to limit discussions from the floor. She shall preside over the nomination and election of the Board of Directors as outlined in Article V, Section 6. She shall serve as the Governance Committee Chair.
Section 6. Communications Director. The Communications Director shall have full and equal voting rights as a member of the Board of Directors. The Communications Director shall report directly to the Vice-President. She is responsible for managing and directing FEPWA's internal and external communications. She will help create and manage the corporation’s communications strategies. She shall act as a liaison between the Corporation and media. She shall ensure the continuity of and adherence to the Corporation’s brand identity. She will coordinate the efforts of the following Chairs: Merchandise, Newsletter, Webmaster, Facebook and Public Relations.
Section 7. Membership Director. The Membership Director shall have full and equal voting rights as a member of the Board of Directors. The Membership Director shall report directly to the Vice-President. She shall act as a liaison between the Board of Directors and the general membership. She shall compile, maintain and distribute a current membership roster. She will coordinate the efforts of the following Chairs: Pods and Directory Spot.
Section 8. Social Director. The Social Director shall have full and equal voting rights as a member of the Board of Directors. The Social Director shall report directly to the Vice-President. She will oversee the activities of FEPWA’s Social Chairs and will serve as a liaison between the Chairs and the Board of Directors. She will coordinate the efforts of the following Chairs: Book Club, Cocktail Connection, Game Night, Lunch Bunch, and Movie Club.
Section 10. Events Director. The Events Director shall have full and equal voting rights as a member of the Board of Directors. The Events Director shall report directly to the Vice-President. She shall develop and manage the coordination and planning of 8 special events for the Corporation. She will coordinate the efforts of the following Chair: Hub Tour.
Section 11. New Member Director. The New Member Director shall have full and equal voting rights as a member of the Board of Directors. The New Member Director shall report directly to the Vice-President. She shall help acquaint new members to the organization. She will be responsible for welcoming new members, encouraging prospective members to attend events and introducing them at functions.
Section 12. Spring Fundraiser Director. The Spring Fundraiser Director shall be responsible for coordinating the Corporation’s spring fundraiser and help to facilitate the event. She will also be responsible for the associated Facebook Page, Instagram, and Mailchimp. She will utilize these outlets during fundraising events and keep them up to date. She will co-chair the Fundraising Committee with the Fall Fundraising Director.
Section 13. Fall Fundraiser Director. The Fall Fundraiser Director shall be responsible for coordinating the Corporation’s fall fundraiser and help to facilitate the event. She will also be responsible for the Rock the Houses Facebook Page, Instagram, and Mailchimp. She will utilize these outlets during fundraising events and keep them up to date. She will co-chair the Fundraising Committee with the Spring Fundraising Director.
Section 14. Delegation of Duties. Whenever a Director is absent, or whenever, for any reason, the Board of Directors may deem it desirable, the Board may delegate the duties of a Director to any Director or Chair.
ARTICLE IX
DUTIES OF CHAIRS
Section 1. FedExFamilyHouse Chair. The FedExFamilyHouse Chair shall have full and equal voting rights as a member of the Board of Directors. The FedExFamilyHouse Chair shall report directly to the President. She will be responsible for all communication and logistics in regards to any FEPWA related projects at the FedExFamilyHouse. She will coordinate any additional FEFH service projects. She shall sit on the Fundraising Committee as a standing committee member.
Section 2. Ronald McDonald House Chair. The Ronald McDonald House Chair shall have full and equal voting rights as a member of the Board of Directors. The Ronald McDonald House Chair shall report directly to the President. She will be responsible for all communication and logistics in regards to any FEPWA related projects at the Ronald McDonald House of Memphis. She will coordinate any additional RMH service projects. She shall sit on the Fundraising Committee as a standing committee member. 9
Section 3. Member Benefits Chair. The Member Benefits Chair shall be responsible for coordinating additional membership perk fundraising activities and will help to facilitate the events. She shall sit on the Fundraising Committee as a standing committee member. She will report to the Events Director.
Section 4. Merchandise Chair. The Merchandise Chair shall be responsible for maintaining inventory of items for sale to FEPWA members, including but not limited to apparel, mugs and nametags. She will report to the Communications Director.
Section 5. Newsletter Chair. The Newsletter Chair shall be responsible for gathering, organizing, and disseminating pertinent information monthly concerning FEPWA’s members, upcoming meetings, and local events. She will report to the Communications Director.
Section 6. Webmaster Chair. The Webmaster Chair shall be responsible for managing the website to include all changes and updates. She will report to the Communications Director.
Section 7. Social Media Chair. The Social Media Chair will be responsible for monitoring content on all FEPWA Facebook pages. She will report to the Communications Director.
Section 8. Public Relations Chair. The Public Relations Chair promotes the Corporation's image and activities in the community and informs the public of FEPWA’s fundraising efforts, events and membership opportunities. She will report to the Communications Director.
Section 9. Pods Chair. The Pods Chair will be responsible for managing all Pods and coordinating with Pod leaders. She will report to the Membership Director.
Section 10. Directory Spot Chair. The Directory Spot Chair will be responsible for updating and managing information on the Directory Spot app. She will report to the Membership Director.
Section 11. Book Club Chair. The Book Club Chair shall be responsible for coordinating dates of each monthly gathering and helping to facilitate meetings. She will report to the Social Director.
Section 12. Game Night Chair. The Game Night Chair shall be responsible for coordinating dates of each monthly gathering and helping to facilitate events. She will report to the Social Director.
Section 13. Lunch Bunch Chair. The Lunch Bunch Chair shall be responsible for 10 coordinating dates of each monthly gathering and helping to facilitate events. She will report to the Social Director.
Section 14. Movie Club Chair. The Movie Club Chair shall be responsible for coordinating dates of each monthly gathering and helping to facilitate events. She will report to the Social Director.
Section 15. FedEx Hub Tour Chair. The FedEx Hub Tour Chair shall be responsible for all communication and logistics regarding an annual tour of the FedEx Hub. She will report to the Events Director.
Section 16. Cocktail Connection Chair. The Cocktail Connection Chair shall be responsible for coordinating dates of each monthly gathering and helping to facilitate each event. She will report to the Social Director.
Section 17. Financial Chair. The Financial Chair will assist the Treasurer in her duties. She shall sit on the Financial and Fundraising Committee as a standing committee member. She will report to the Treasurer.
ARTICLE X
COMMITTEES
Section 1. General. The Board of Directors, by a majority vote of the entire Board, may designate and appoint one (1) or more committees of the Board of Directors, each of which shall report to a specified Director. All decisions and actions of a committee shall be subject to review by the Board of Directors. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon her by law. If any such delegation of authority of the Board of Directors is made as provided herein, all references to the Board of Directors contained in these Bylaws, the Articles of Incorporation, the Tennessee Nonprofit Corporation Act, or any other applicable law or regulation relating to the authority so delegated, shall be deemed to refer to such committee.
Section 2. Standing Committees. The standing committees of the Board shall consist of the following:
A. Governance Committee. The Governance Committee shall comprise only members in good standing of the Board of Directors and/or Chairs and shall be chaired by the Parliamentarian. Other committee members shall include the Vice President, and at least three other members of the Board of Directors and/or Chairs. The committee shall provide the Board guidance where any issue of governance is concerned, including but not limited to parliamentary procedure, ethical practice, implementing transparent policy, and compliance with organization, state, and federal 11 guidelines. Duties of the committee include conducting an annual bylaw review, serving as a nominating committee, ensuring implementation of all adopted Board policies, to include conflict of interest and whistleblower policies. Any findings or recommendations of the committee shall be subject to the approval of the Board of Directors.
B. Finance Committee. The Finance Committee shall comprise only members in good standing of the Board of Directors and General Membership and shall be chaired by the Treasurer. Other committee members shall include the Vice President and Financial Chair along with other members of the Board of Directors or General Membership. The committee shall provide the Board guidance where any issue of finance is concerned, including but not limited to fiscal responsibility and oversight, strategic planning and analysis, protection of assets, ensuring transparent policy, and complying with organization, state, and federal guidelines. Duties of the committee include conducting an annual budget review, reviewing annual tax returns, revising organizational fiscal policies, ensuring budget adherence, and complying with state and federal deadlines. Any recommendations of the committee shall be subject to the approval of the Board of Directors.
C. Fundraising Committee. The Fundraising Committee shall be co-chaired by the Spring Fundraiser Director and the Fall Frundraiser Director. The committee will include the Treasurer, FedExFamilyHouse Chair, Ronald McDonald House Chair, and Member Benefits Chair. The remainder of the committee shall not be subject to election by the Board and shall not be specified other than that they must be members in good standing. The committee shall support the efforts of the to execute transparent and profitable yearly fundraisers in accordance with state and federal fundraising guidelines. Duties of the committee include but are not limited to regular committee meeting attendance, adherence to the fundraising budget, assisting in donation solicitation and all other efforts related to yearly fundraising. Any recommendations of the committee shall be subject to the approval of the Board of Directors.
D. Other Committees. The Corporation shall have such other committees as may be designated by a majority vote of the entire Board of Directors.
ARTICLE XI
INDEMNIFICATION
Section 1. General Rule. The Corporation, to the fullest extent permissible under Tennessee code annotated, section forty-eight 48 – 58 – 501, et seq., and any other applicable law, shall indemnify and hold harmless Directors, Officers and Chairs acting in an official capacity on behalf of the Corporation against personal liability, and may advance, pay for or reimburse the reasonable expenses incurred in the defense of any 12 proceeding to which such individuals may be named. This write up indemnification shall not be deemed exclusive of any other rights to which said persons otherwise may be entitled. This indemnification shall extend to such persons whether or not they continue to hold the position with the Corporation at the time such expenses and costs may be incurred .
The Corporation shall indemnify any Director, Officer, or Chair or former Director, Officer, or Chair of the Corporation against all expenses actually and reasonably incurred by her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which she is made a party by reason of being or having been a Director Officer, or Chair except in relation to matters as to which she is adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be exclusive of any other indemnification provided for in the Articles of Incorporation or any Bylaw, by resolution or otherwise. The Corporation shall be authorized to purchase insurance or other similar device for the purpose of such indemnification.
ARTICLE XII
FISCAL MANAGEMENT
Section 1. Fiscal Year. Effective 2021, the fiscal year of the Corporation will be January 1st through December 31st.
Section 2. Auditing and Reports. A monthly report of the affairs of the Corporation for the previous month shall be submitted to the Board of Directors at each regular meeting, and filed with the Secretary of the Corporation. The books and records of the Corporation shall be reviewed by an independent certified public accountant at the expense of the Corporation at such times as may be designated by a majority vote of the Board of Directors. The Board of Directors will also designate a committee of its members to audit the books and records of the Corporation at such times as it shall be determined by a majority vote of its members.
Section 3. Budget. The Finance Committee, led by the Treasurer, shall establish an annual budget with line items specific to expenditure categories. The budget must be approved by the Board of Directors no later than the month prior to the fiscal year in which it shall be enacted. All expenditures and money requests must be pre-approved by the Board in order for the Treasurer to disburse funds. The use of personal accounts (to include but not limited to Cash Apps) is forbidden.
The FEPWA Board may approve budget extensions and subsequent line items outside the budget by majority vote at any other time. Such extensions shall be added to the budget document upon their approval. If, in the case that an expenditure for an existing line item exceeds the budgeted amount by ten percent or less, the Board member may 13 proceed without further Board approval. No other expenditures outside the budget may be incurred without advance approval from the Board. If, in the case that a Director or Chair spends personal funds on unbudgeted expenses and wishes to be reimbursed, that Director or Chair must submit receipts and request approval for a budget extension, which the Board may or may not approved.
Section 4. Taxes. The Treasurer must engage a CPA firm to prepare FEPWA tax returns and shall provide said firm with all required documentation by March 15. The Treasurer must submit completed tax returns to the Finance Committee, and subsequently to the Board of Directors, for approval prior to the May 15 filing deadline.
Section 5. Checks and Endorsement. All checks and drafts upon the funds or credit of the Corporation in any of its depositories shall be signed by the Treasurer or President or in her absence such Officer(s) or Director(s) as shall be determined by a majority vote of the Board of Directors. All checks, notes, bills receivable, trade acceptances, drafts, and other evidences of indebtedness payable to the Corporation shall, for the purpose of deposit, discount or collection, be endorsed by the Treasurer or President or in her absence such Officer(s) or Director(s) as shall be determined by a majority vote of the Board of Directors .
Section 6. Execution of Instruments. The President and Secretary shall have power to execute on behalf of and in the name of the Corporation, by a majority vote of the Board of Directors, any deed, contract, bond, debenture, note or other obligations or evidences of indebtedness, or proxy, or other instrument requiring the signature of an Officer of the Corporation, except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other Officer, Director or agent of the Corporation. Unless so authorized, no Officer, Director or agent shall have any power or authority to bind the Corporation in any way, to pledge its credit or to render it liable peculiarly for any purpose or amount.
Section 7. Limitation on Transactional Authority. No member of the Corporation shall be authorized to incur any debt or obligation, nor to otherwise make any expenditure, unless specifically authorized to do so by the Board of Directors or expressly approved by a majority vote of the Board of Directors.
Section 8. Prohibition Against Loans. The Corporation shall not make loans to any member of the Corporation.
Section 9. Gifts. No individual may receive a personal benefit or gift related to her service as a member of the Board of Directors. The Board of Directors, however, may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose or of any special purpose of the Corporation. Any/All contribution, gift, bequest, or donation (financial or other) may not be received via personal financial accounts (to include but not limited to Cash Apps) without prior approval of the 14 Treasurer; and must be immediately declared to the Treasurer.
Section 10. Event Costs. With the exception of charitable and fundraising events open to the public, the cost of attending an event must cover event costs, excluding venue costs for free general membership events.
Section 11. Event Payments. Members must RSVP for social functions which require payment. Once a member has paid to attend a function, she must cancel her reservation prior to the RSVP deadline to receive a refund.
ARTICLE XIII
AMENDMENT OF BYLAWS
Except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by a majority vote of the entire Board of Directors.
ARTICLE XIV
CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this Corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation of this Corporation filed with the Secretary of this State and used to establish the legal existence of this Corporation. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code. 15
IN WITNESS WHEREOF, I hereby certify that these Bylaws were duly adopted by the Board of Directors for the Corporation. ______________________________________________________________________