Section 1. Membership: Membership is open to individuals at least eighteen (18) years old who support the Mission of AFFA as identified in Article I, Section 2.
Section 2. Requirements for Membership: To become a member of AFFA, an individual must:
Submit a completed membership application form accompanied by the appropriate dues.
Agree to respect and serve the Mission and abide by the operating principles and policy of confidentiality.
Section 3. Rights of Members: All regular and student members in good standing are entitled to:
Be eligible for election to the Board of Directors.
Receive publications, notices and member communications.
Attend all AFFA functions at the member rate, when required, when proper reservation procedures have been followed.
Request that a subject be added to the agenda for the next scheduled meeting of the membership. Such requests should be submitted in writing ten (10) calendar days before the meeting and are subject to approval by the Board of Directors.
All other rights and privileges as granted to the membership by the Board of Directors.
Section 4. Revocation of Membership:
Membership may be revoked for any reason deemed appropriate by a two-thirds (2/3) vote of the Board of Directors. Member must be given written notice of the reasons for the revocation. Dues are not refundable upon revocation of membership.
Revocation of membership may be appealed to the Board of Directors if submitted in writing to the Secretary within ten (10) days of receipt of notice of revocation; if sent by US Mail revocation will be deemed as received five (5) days after posting. The revocation may be reversed by a two-thirds (2/3) vote of the Board of Directors.
Section 5. Dues:
Annual membership dues are payable on or before membership anniversary date.
Dues are payable to AFFA.
The amount of dues for memberships shall be established by the Board of Directors.
A member who has not paid his/her dues in full within thirty (30) days of the member’s anniversary date shall no longer be considered a member.
Section 6. Honorary Memberships:
An honorary membership can be awarded at the discretion of the Board of Directors.
Honorary members are entitled to all rights and privileges of membership except voting and holding office.
ARTICLE III – BOARD OF DIRECTORS
Section 1. Board Role, Size, Compensation:
The Board of Directors (“hereinafter Board”) is responsible for overall policies, standards
and direction of AFFA. The Board is vested with full power and responsibility to conduct all corporate affairs of AFFA and to conduct all other matters as are delegated to it by these Bylaws. The Board shall have up to eleven (11) and not fewer than seven (7) members. The Board receives no compensation other than reimbursement for reasonable out-of-pocket expenses.
Section 2. Meetings:
Robert’s Rules of Order, Newly Revised shall be the parliamentary authority whenever applicable.
The Board shall meet at least quarterly, at an agreed upon time and place. Special meetings of the Board may be called by the President or by petition from fifty (50) percent of its directors
Quorum. At least fifty (50) percent of the Board members must be in attendance before business can be transacted or motions made or passed.
Notice. Notice of a regular Board meeting shall be given to each director at least two
(2) weeks in advance. Notice of a Special Board meeting shall be given to each director at least two (2) business days in advance. Such notices may be given by telephone, email, mail, text or personal delivery.
Attendance. Board members are required to attend all meetings of the Board. Failure to attend two (2) out of three (3) consecutive scheduled meetings of the Board of Directors, without the President’s approval, shall be considered grounds for immediate removal pursuant to Section 33-31-840 (I) of the South Carolina Nonprofit Corporation Act.
Unanimous Consent in Lieu of a Meeting. Except as otherwise provided by law, action may be taken by the Board of Directors without a meeting if all the directors execute a written consent thereto and such consent is filed with AFFA’s records. The consent may be signed in counterparts. Such an example could be electronic voting.
Section 3. Board Elections:
Election of new directors shall take place from time to time as deemed appropriate by the Board of Directors. Candidates for the Board must be a member of AFFA upon the start of their term. Re-election of a director to a second term will occur at the Board of Directors’ meeting immediately prior to the end of his/her first term.
Section 4. Terms:
Board members shall serve three (3) year terms and are limited to no more than two (2) consecutive terms. Terms shall commence at the time of each director’s election or a specified future date determined by the Board at the time of election. Founding board members may serve as ex-officio (non-voting) board members.
Section 5. Officers, Duties and Term:
There shall be four officers of the Board consisting of a President, Vice President, Secretary and Treasurer, which make up the Executive Committee.
Duties of the officers are as follows: The President shall:
Convene regularly scheduled or special Board and Executive Committee meetings.
Preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: Vice-President, Secretary and Treasurer.
Appoint chairpersons for standing or special committees, unless otherwise specified herein.
The Vice-President shall:
Assume responsibilities of the President in the President’s absence.
Chair the Nominating Committee.
Act as parliamentarian for AFFA.
Appoint a sergeant-at-arms if necessary.
The Secretary shall:
Record the minutes of all Board and membership meetings as may be necessary.
Provide all Board members with copies of the minutes of the previous Board meeting.
Make all minutes available to members upon request.
The Treasurer shall:
Serve as chief financial officer.
Chair the Finance Committee.
With the Executive Director, propose an annual budget for approval by the Board.
Oversee compliance with all local, state and federal government filings and regulations, including IRS requirements.
Terms of the officers shall be one (1) year terms and officers may serve no more than three (3) consecutive terms in the same office. The term of office begins each April 1st and ends each March 31st. If a vacancy occurs in any office during the term, a replacement will be elected by a majority vote of the Board of Directors to fill the remainder of the term. Service of at least six (6) months in a term of office will count as one year in determining compliance with the term limits set forth herein.
Section 6. Resignation and Termination:
Resignation from the Board must be in writing and received by the Secretary. A Board member may be terminated for excess absences, as set forth in Article III, Section 2.D. or for other reasons by a two-thirds (2/3) vote of the remaining Directors.
Section 7. Indemnification of Directors, Officers & Employees:
Pursuant to the South Carolina Nonprofit Corporation Act (§33-31-850 et seq.), AFFA shall indemnify, defend and hold harmless AFFA’s officers, directors and employees to the fullest extent permitted by the Act. This plan of indemnification shall constitute a binding agreement of AFFA for the benefit of the officers, directors and employees as consideration for their services to AFFA, and may be modified or terminated by the Board only prospectively.
ARTICLE IV – COMMITTEES
Section 1. Creation and chairs:
The Board may create standing and special committees as needed, such as Membership, or Fundraising. Committee members shall be elected by a majority vote of the Board of Directors, unless otherwise specified herein. Except as already designated herein, the Board President appoints all committee chairs.
Section 2. Executive Committee:
The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3. Finance Committee:
The Treasurer is chair of the Finance Committee, which shall include up to three (3) other people, at least one of whom shall be a director. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget unless otherwise approved by the Board. The Board or the Executive Committee must approve any material change in the budget. The fiscal year shall be July 1 to June 30. Monthly reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
Section 4. Nominating Committee:
The Vice-president is chair of the Nominating Committee, which shall include three (3) other Board members. The Nominating Committee is responsible for the nominating and election procedures described in Article V. The President is not eligible to serve on the Nominating Committee.
Section 5. Leadership Committee:
The Leadership Committee will be comprised of no more than ten (10) members elected by the Board of Directors. Its primary purpose is to adopt and help effectuate special projects as the Board deems appropriate. Further, members shall be apprised of the Bylaws and other rights and responsibilities expected of the Board with the ultimate goal of being groomed as potential replacements for exiting Board members. The term of office is one year from date of election and no one shall serve more than three (3) consecutive terms. The Leadership Committee will meet with the Board of Directors, as requested.
ARTICLE V – ELECTION PROCEDURES
Section 1. Board of Directors:
The Board of Directors will be charged with creating a list of needed skills of new Board members, as well as names of individuals who may meet the criteria.
The Nominating Committee will research those names and criteria and will determine each individual’s willingness to serve and will recommend a proposed slate to the Board.
Board members will be elected or re-elected by a majority vote of the Board.
Section 2. Officers/Executive Committee:
Nominees for president, vice-president, secretary and treasurer must be current members of the Board of Directors.
The nominees must consent to be nominated and to accept the responsibilities and duties of an officer.
The chair of the Nominating Committee will submit a proposed slate of officers to the Board of Directors prior to the annual election.
Each officer shall be elected by a majority vote of the Board.
Vacancies in any office shall be filled by a majority vote of the Board.
ARTICLE VI – EXECUTIVE DIRECTOR
Section 1. Hiring:
The Board of Directors shall employ an Executive Director for such period of time and upon such terms and conditions as the Board may determine.
Section 2. Duties:
The Executive Director shall be the principal administrative officer of the organization and shall have the authority to employ and discharge employees, if any. The Executive Director shall oversee day-to-day operations of AFFA and carry out such duties customarily assigned to the principal administrative officer of similar organizations, including but not limited to:
Acting as AFFA’s official spokesperson to the media, policy makers and public.
Maintaining membership records.
Communicating with the membership as needed.
Handling other correspondence of AFFA.
Maintaining the accounting records.
Providing monthly financial reports to the Board on a timely basis.
With the Treasurer, proposing an annual budget for approval by the Board.
Coordinating compliance with all local, state and federal government filings and regulations, including IRS requirements.
Discharging such other duties designated by the Board of Directors.
ARTICLE VII – AMENDMENTS
These Bylaws may be amended when necessary by a majority vote of the Board of Directors. Proposed amendments must be submitted to the Secretary for distribution to the Board. Once amendments are approved, the Treasurer shall sign the amended Bylaws as indication of such.
ARTICLE VIII – CONFIDENTIALITY
All members, guests, candidates for membership, merchants and service personnel with whom AFFA has business or any other association, shall have the right and privilege of declaring that his or her name and/or identifying information shall be held in a spirit of confidentiality.
No membership records maintained by AFFA shall be made available to or be used by any individuals, businesses or organizations for any purpose other than AFFA’s Board- approved business.
Members of the Board of Directors shall be encouraged, but not required, to release their names to non-members, relevant to the needs and goals of AFFA.
ARTICLE IX – IRS STATUS
Notwithstanding any other provisions of these articles, the purposes of which the corporation is organized are exclusively religious, charitable, scientific, literary, and educational within the meaning of §501(c)(3) of the Internal Revenue Code of 1986 of the corresponding provision of any future United States Internal Revenue Law.
Notwithstanding any other provisions of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under §501(c)(3) of the Internal Revenue Code of 1986, as amended.
Upon dissolution of the corporation, assets shall be distributed in accordance with the provisions of §501(c)(3) of the Internal Revenue Code of 1986, as amended.
These Bylaws, as amended, are hereby approved by a unanimous vote of the Board this 12th day of September, 2016.
Michael Lepson, Treasurer