|ARTICLE I||Name and Mission Statement|
|ARTICLE IV||Meetings of Members|
|ARTICLE V||Board of Directors|
|ARTICLE IX||Books and Records|
|ARTICLE X||Waiver of Notice|
Section 1.1 Name.
The name of the corporation shall be MaleSurvivor: The National Organization against Male Sexual Victimization (MaleSurvivor) also known within these bylaws as the "Corporation".
Section 1.2 Mission Statement.
The mission statement of the corporation is as follows: We are committed to preventing, healing and eliminating all forms of sexual victimization of boys and men through treatment, research, education, advocacy and activism.
Section 1.3 Definition of Terms.
The term diverse means an openness and acceptance of a wide range of life experiences. We seek to include members regardless of their gender, race, sexual orientation, ethnic background, physical ability, and economic status. The term "research" means scientific inquiry leading to the advancement of information relevant to the prevention and treatment of sexual victimization of boys and men. The term "education" means the conveyance of information and the teaching of skills to individuals and organizations interested in stopping the sexual victimization of boys and men. The term "advocacy" means speaking for those who are as yet unable to speak on their own behalf. The term "activism" means challenging those forces in society that serve to perpetuate the victimization of boys and men thereby providing inspiration to those who hold the vision of a non abusive future. The term "prevention" means disrupting the cycle of victimization thereby stopping its continuation both in the present and in future generations. The term "treatment" means the process of intervention utilized to stop victimization, support empowerment of survivors and promote healing. The term "elimination" means ending the sexual victimization of boys and men. The term "sexual victimization" means a process whereby sex, often in concert with other exploitative means, both overt and covert, are used to make individuals feel powerless, without value, and shameful about their sexuality.TOP
Section 2.1 Offices.
The corporation shall maintain a registered agent, office and 800 phone line in the State of Minnesota The registered office shall be identical with the office of the registered agent. The corporation may have such other offices, both within and without the State of Minnesota as the Board of Directors and Members may determine.TOP
Section 3.1 Definition of Membership.
Membership is open to professionals and survivors, students, individuals, and organizations who have an interest in the topic of male sexual victimization.
Section 3.2. Manner of Becoming a Member.
Membership is achieved through endorsement of the corporation mission statement explained on the application form and paying the annually assessed Membership fee. In lieu of the Membership fee, prospective and current members may propose an alternative plan to the Treasurer (requiring approval by the Board), substituting in-kind contributions (e.g., including, but not limited to efforts with regard to the newsletter, web page, chat room, 800 number, fundraising, etc.).
Section 3.3 Voting Rights.
Each Member shall be entitled to one vote on each matter submitted to a vote of the Members.
Section 3.4 Standards of Conduct.
The activities of each Member of the corporation shall conform to the standards of conduct appropriate for Members implied by the mission statement. In addition, the activities of professional members shall conform to standards of conduct, including, but not limited to, the professional and ethical standards of, and all laws and regulations relating to, such Member's profession or field.
Section 3.5 Termination of Membership
The Board of Directors shall establish an ethics procedure to facilitate the handling of ethical complaints against MaleSurvivor Members or for non compliance with the standards of conduct as set forth in Section 3.4 of Article III.TOP
Section 4.1 Membership Meeting.
When requested by a signed petition of 100 members, a meeting of the Members shall be held in conjunction with the Corporation sponsored national conference. The date and time of this meeting shall be determined by the Board of Directors in conjunction with the conference organizing committee. If for any reason a conference is not held, a Member meeting may still be held on such date and at such time as shall be designated by the Board of Directors and stated in the notice of the meeting.
Section 4.2 Transaction of Business.
At each meeting of the Members, the President, or in the absence of the President, the person designated by the Board of Directors shall act as chair.
Section 4.3 Special Meetings.
Special meetings of the Members may be called by the President or the Board of Directors.
Section 4.4 Place of Meeting.
The Member meeting will be held in the same location as the national conference. Special meetings will be held at any place designated by the Board of Directors with attention to geographic location that facilitates easy access to these meetings by Members. A minimum of thirty days notice will be given prior to conducting any special meetings.
Section 4.5 Notice.
Notice of the Member meeting will be distributed to Members by e-mail in the national conference announcement such notice to be received at least five days prior to the Member meeting.
Section 4.6 Annual Report.
A report will be sent to all Members annually by e-mail.
Section 4.7 Quorum.
Members holding one tenth (1/10) of the votes entitled to be cast on a matter, represented in person or by proxy shall constitute a quorum at a meeting of Members. If a quorum is not present, a majority of the members may adjourn the meeting from time to time without further notice.
Section 4.8 Act of Members.
A majority of members present and entitled to vote representing a quorum shall constitute an act of Members.
Section 4.9 Proxies.
At any meeting of Members, a member entitled to vote may vote by proxy, executed in writing by the Member.TOP
Section 5.1 General Powers.
The affairs of the Corporation shall be managed by and under the direction of the Board of Directors who shall represent and have full powers to act for the Corporation in the exercise of all its rights, privileges and powers and in the general management of its business.
Section 5.2 Number and Term of Office.
The Board of Directors will consist of no more than twelve members each serving a three year term with a limit of two consecutive terms. The term of office for board members will be 2 years. Board members in good standing may be re-nominated for another term at the end of their term of service by the Governance Committee. Membership to the Board of Directors is voted on by the full board, a simple majority vote is required to admit a nominee to the board.
Section 5.3 Nomination and Election.
The Governance Committee shall designate nominees for the Board of Directors positions held by Directors whose terms expire in that year. The Governance Committee will consider diversity as defined in Section 1.3 in making nominations, as well as geography, survivor status, and profession. Nominees for the board, whether suggested by the membership or actively recruited by the Board or Officers of the Organization shall be vetted first by the Governance Committee. Nominees who receive the endorsement of the Governance Committee will be voted on by the full board. Candidates who receive a simple majority of votes will be admitted to service on the board immediately.
Section 5.4 Composition.
The Board of Directors will be composed of at least half who acknowledge being male survivors. To assure this balance, an equivalent number of Board positions will be designated as male survivor slots, and only male survivors may be nominated for these slots.
Section 5.5 Vacancies.
Any vacancy occurring in the Board of Directors resulting from resignation, retirement, removal or death of a Director or an increase in the authorized number of Directors may be filled by an Act of the Board of the remaining Directors, even if the number on the Board is less than a quorum. Any person elected to fill a vacancy shall serve for the term for which elected or for the balance of the unexpired term of the predecessor in office.
Section 5.6 Resignation and Removal.
A Director may resign at any time upon written notice to the Board of Directors. A resignation is effective when the notice is delivered unless the notice specifies a certain date. The pending vacancy may be filled before the effective date, but the successor shall not take office prior to such effective date. A Director may be removed with or without cause by the affirmative vote of two thirds (2/3) of the votes of the Members present and voted, either in person or by proxy at a duly held meeting.
Section 5.7 Meetings.
Regular meetings will occur twice at least four times each calendar year, at least 2 of which will be in person meetings. During a year when there is a MaleSurvivor conference, one of the meetings will be held during this event. Other regular meeting times and places shall be determined by the Board including the option of meeting by means of electronic conference. Electronic conference is either communication through an on line computer service whereby the directors may simultaneously connect during the conference or by means of communication through which the directors may simultaneously hear each other during the conference. Such electronic conference shall constitute a board meeting if the same notice is given of the conference as would be required for a meeting, and if the number of directors participating in the conference constitutes a quorum.
Section 5.8 Act of the Board (Decision Making).
Except for where stated otherwise in these by-laws, all decisions made by the Board will be made by consensus whenever possible. In the event that efforts to reach consensus have been exhausted, any member may call for a two thirds (2/3) vote. If this call to vote is seconded and agreed to by a majority, a vote will occur. If a two thirds (2/3) vote is not reached, discussion to achieve consensus will continue until such time as the Chair rules that a majority vote be taken on the issue.
Section 5.9 Quorum.
Two thirds (2/3) of the Directors currently holding office will constitute a quorum. If a quorum is not present, a majority of the Directors. present may adjourn the meeting from time to time until a quorum is present.
Section 5.10 Board Chair.
The President will act as Board Chair. In the event of removal, resignation, or inability of the President to fulfill his or her duties for any reason, the Vice-President shall assume the role of Board Chair until the President is able to resume their duties or a new President shall be voted upon by the board.
Section 5.11 Action without meeting:
An action required or permitted to be taken at the board meeting may be taken by written action signed by all of the directors. The written action is effective when signed or when so stated in the written action.
Section 5.12 Officers and Duties
The Governance Committee and Board President shall confer to nominate board members to fill the following Offices: President, Vice-President, Secretary, Treasurer. Officers shall be voted upon by the full board.TOP
Section 6.1 Executive Committee.
The Board of Directors, by resolution adopted by the Directors in office, shall designate and appoint an Executive Committee. The Executive Committee shall be composed of the President, the Vice President, and persons appointed by the president. The Executive Committee, to the extent allowed by law, shall have and exercise the authority of the Board of Directors in the day to day management and oversight of the Corporation, except that such Committee shall not have the authority of the Board of Directors in reference to adopting a plan for the distribution of the assets of the Corporation, or for dissolution; approving or recommending to Members any act required by law to be approved by Members; filling vacancies on the Board or on any of its committees; electing, appointing or removing any officer or Director or member of any committee, or fixing the compensation of any Corporation officer or employee, or member of a board committee; adopting, amending or repealing the Bylaws or the Articles of Incorporation of the Corporation; adopting a plan of merger or adopting a plan of consolidation with another corporation, or authorizing the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the Corporation; or amending, altering, repealing or taking action inconsistent with any resolution or action of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by action of a committee.
Section 6.2 Advisory Committee.
The Board of Directors, by resolution duly adopted by a majority of Directors in office, may designate and appoint an Advisory Committee composed of Members. The Advisory Committee shall have a purely advisory function.
Section 6.3 Primary Committees.
The Board of Directors, by resolution duly adopted by a majority of Directors in office have designated seven Primary Committees to carry out functions other than those of the Executive Committee and Advisory Committee. The seven committees are as follows: Governance, Finance, Membership, Development, Education/Communication, and Research, Conference Planning. Each Primary Committee shall form, from time to time, subcommittees that will carry out particular duties under the jurisdiction of and accountable to their respective Primary Committees. The Board may nominate members of the organization and other appropriate persons to serve on these committees at the pleasure of the Board.
Section 6.3a Governance Committee.
- Shall oversee the nomination of new members to the Board of Directors, will review appeals by membership to the Board of Directors, will review the by-laws annually to suggest necessary changes to ensure the proper functioning of the Board and Corportation.
Section 6.3b Finance Committee
- Shall assist the treasurer in ensuring the Corporations finances are in order and that Corporation financial activities are in keeping with all applicable standard and laws.
Section 6.3c Membership Committee
- Shall maintain the membership list and oversee maintenance of the resource directories and other resources for the benefit of Members of the Corporation.
Section 6.3d.Development Committee
- Shall create and oversee the annual fundraising operations of the Corporation.
Section 6.3e Education/Communication Committee
- Shall oversee the training and outreach operations of the Corporation.
Section 6.3f Research Committee
- Shall vet all requests by researchers and other outside individuals/groups seeking to work with the Corporation to further scientific studies of the membership and or therapeutic methods.
Section 6.3g Conference Planning Committee
- Shall oversee the operations pertaining to the MaleSurvivor Conferences.
The Board of Directors, by resolution duly adopted by a majority of Directors in office may, from time to time, designate Subcommittees under each Primary Committee in order to direct responsibilities and activities to fulfill a specific purpose.
Section 6.5 Term of Office.
Each member of a committee shall continue as such until such member's term shall expire and until his or her successor is appointed and has been qualified, or until such member's earlier death, resignation or removal, unless the committee shall be sooner terminated or unless such member shall cease to qualify as a member thereof.
Section 6.6 Chair.
One member of each committee shall be appointed chair by the person or persons authorized to appoint the members thereof.
Section 6.7 Vacancies.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6.8 Quorum.
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum.
Section 6.9 Rules.
Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors. All committees shall adhere to the decision making procedures specified in section 5.8 of the bylaws.TOP
Section 7.1 Officers.
The officers of the Corporation shall be a President, Vice President, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article VII. The Board of Directors may elect or appoint such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors.
Section 7.2. Election and Term of Office.
The officers of the Corporation shall be elected annually by the Board of the Directors at the regular annual meeting of the Board closest to the end of the fiscal year. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor is elected and has been qualified, or until such officer's earlier death, resignation or removal.
Section 7.3. Vacancies.
In the event of a vacancy in office of the President, because of death, resignation, removal, disqualification or otherwise, the Vice President shall succeed the President. In the event of a vacancy in any other office because of the reasons listed above, the Board will replace said officer.
Section 7.4. Removal.
Any officer elected or appointed by the Board of Directors may be removed by the Board. In the case of the proposed removal of the President, the Vice President shall Chair the Board Meeting.
Section 7.5. President.
The President shall be the principal executive officer of the Corporation and shall in general supervise and facilitate all of the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors, the Executive Committee, the Advisory Committee and the Members. The President with the Secretary or other proper officer of the Corporation authorized by the Board of Directors may sign any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Corporation; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 7.6 Vice President
In the absence of the President or in event of his or her inability or refusal to act, the Vice President shall perform the duties of the President and, when so acting, shall have all the powers or and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors
Section 7.7 Treasurer.
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as specified by the resolution of the Board of Directors; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or Board of Directors. The Treasurer shall be required to issue quarterly reports on the state of the finances of the corporation detailing expenses and income. The treasurer shall also be responsible for retaining an independent auditor to review the Corporationís books annually and certify the financial health and proper operations of the Corporation.
Section 7.8 Secretary.
The' Secretary shall keep the minutes of the meetings of the Members and of the Board of Directors; see that all notices are duly given in accordance with provisions of these Bylaws or as required by law; be custodian of the Corporate records; keep a register of the post office address of each Member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 8.1 Fiscal Year.
The fiscal year of the Corporation shall begin on the first day January and end on the last day of December in each year.
Section 8.2. Dues
The Board of Directors may determine from time to time the amount of the initiation fee, if any, and the amount and frequency of dues payable to the Corporation by Members. In lieu of the fee, prospective and current members may propose an alternative plan to the Treasurer (requiring approval by the Board), substituting in-kind contributions (e.g., including, but not limited to efforts with regard to the newsletter, web page, chat room, 800 number, fundraising, etc.). When any Member shall be in default in the payment of dues (or shall fail to follow their alternative plan) for a period of three months from the period for which dues become payable, his or her membership shall automatically terminate.
Section 8.3 Gifts.
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
Section 8.4 Charitable Organization.
The Corporation shall apply for status as a charitable organization under the Federal Tax Code known as 501(c)3. The officers of the corporations shall ensure that the operations of the Corporation remain in accordance with the requirements of 501(c)(3) status. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to, its directors, Members, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distribution to duly appointed agents and employees of the Corporation in furtherance of the purposes set forth in the Articles of Incorporation.
Section 8.5 Loans.
Loans may be made to Members of the Corporate Conference Steering Committee to facilitate the development of the conference planning and implementation.
Section 8.6 Employees
The Board of Directors shall be authorized to employ such agents and persons as needed to ensure the successful daily operations of the Corporation, including an Executive Director who shall be authorized to oversee the day to day operations of the Corporation.
Section 9.1 Corporate Records.
The Corporation shall keep at its registered office or at its principal office the originals, or attested copies, of records of the minutes of the proceedings of its incorporates, Members, Board of Directors and committees having any of the authority of the Board of Directors and it Articles of Incorporation and its Bylaws, including all amendments and alterations thereto to date. The Corporation shall keep at its registered office or at its principal office complete and accurate books or records of financial account and a record giving the names and addresses of the Members entitled to vote.
Whenever any notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or Member of the Corporation, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
Section 11.1 Indemnification
Any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is an officer, director, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorneys' fees and disbursements, incurred by him or her in connection with the defense or settlement of such action, suit or proceeding, or in connection with any appearance therein, to the fullest extent now or hereafter permitted by law. Expenses incurred in defending any such action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of any such action, suit or proceeding as authorized by the Board of Directors in the specific case, upon receipt of an undertaking or on behalf of the officer, director, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation. Such right of indemnification shall not be deemed exclusive of any other rights to which such officer, employee or any other agent may be entitled apart from this provision.
Section 12.2 Insurance and Other Indemnification
The Board of Directors shall have the power to (1) purchase and maintain, at the Corporation's expense, insurance on behalf of the Corporation and on behalf of others to the extent that the power to do so has been or may be granted by statute and (ii) give other indemnification to the extent permitted by law.
Section 12.3 Modification of Bylaws
The Bylaws may be modified by the Board of Directors to contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or the Corporation's stated purposes. Such modifications are subject to adoption, amendment or repeal by an Act of Members at the next scheduled member meeting.