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About AFPWM > By-Laws

Association of Fundraising Professionals
West Michigan Chapter

Revised July 2, 2001

INTRODUCTION

The Association of Fundraising Professionals (AFP), which may hereafter be referred to as the Association or AFP, is the name of the franchiser of this Chapter. The Board of Directors of the Association, at its discretion, may charter local or area chapters. It is the desire and the intention of the chapter named in Article I to conduct its affairs and programs in conformity and harmony with the strategic plans, policies, procedures, and bylaws of the Association.

ARTICLE I - NAME AND LOCATION

  1. Name. The name and title by which this corporation shall be known in law shall be the AFP West Michigan Chapter, hereinafter referred to as the Chapter.
  2. Location. The principal place of business and location of records of the Chapter shall be Grand Rapids, Michigan, USA.
  3. Incorporation. The Chapter shall be incorporated as a not-for-profit membership corporation pursuant to the provisions of the laws of the State of Michigan, USA.

ARTICLE II - NOT-FOR-PROFIT PURPOSES

  1. This corporation is organized exclusively for one or more of the purposes as specified in section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
  2. Specific Objectives and Purposes. The specific objectives and purposes of this corporation shall be to promote the common professional interests of its members as stated in the Bylaws of the Association, and to further the purposes of the Chapter through not-for-profit activities including, but not limited to, education, training, meetings, workshops, publications and other relevant activities.

ARTICLE III - CODE OF ETHICS

The Chapter shall be responsible for educating the membership and the public regarding the AFP Code of Ethical Principles and Standards of Professional Practice (the Code). The Chapter shall not conduct investigations or consider allegations of violations of the Code made against members, nor shall it suggest, issue, or render advisory opinions on matters related to the Code, but shall refer such matters to the AFP Ethics Committee. The Chapter shall function in accordance with the Association's statement of the "Role of Chapters in the AFP Ethics Process" and in accordance with the AFP statement of Procedures Relating to Enforcement of the Code of Ethical Principles and Statement of Professional Standards and Practices.

ARTICLE IV - MEMBERSHIP

  1. The annual chapter dues of all categories of members shall be fixed and stated annually by the Board of Directors.
  2. Chapter dues will be in addition to those fixed for membership in the National Society.

ARTICLE V - Board of Directors and Officers

  1. Membership. All members of the AFP West Michigan Chapter must be members of the Association. Individuals shall be provided chapter membership if they meet the written criteria for membership established by the AFP Board of Directors. Membership is available only to individuals and is not transferable to other individuals. A member moving from the area of one AFP chapter to another shall be considered a member of the closest new chapter so long as the dues paid to the previous chapter are current or within the specified grace period. Members may belong to more than one chapter, however, they may have only one primary chapter affiliation registered with the Association. It is the individual member's responsibility to notify the AFP International Headquarters of Chapter membership change and address changes.
  2. Categories. Members of the Chapter shall be members of the Association according to the categories established by the AFP Bylaws. Membership categories are determined by the Association's Board of Directors and must be adopted by the chapter. The chapter will not add new categories, nor eliminate existing ones. The Association's Board of Directors shall, for each category, determine voting privileges; eligibility for membership in each category; application and acceptance procedures; procedures for reviewing and voting on membership applications; payment schedules; procedures for notifying delinquent members; establishing the date after which members will be dropped from membership for nonpayment; policies regarding transferability and reinstatement of membership; and required national dues and fees for each membership category.
  3. Voting.
    1. Each member of the Association, who is present at a membership meeting of the Chapter and eligible to vote, shall be entitled to one vote.
    2. A member is eligible to vote if (s)he meets the criteria for a regular membership in the Association and the Chapter.
    3. Elections to the board may be conducted by mail or by electronic media, provided that ballots shall be in writing and sent via federal mail or electronic media, including email, to all chapter members of record at least thirty (30) days in advance of the annual meeting. In all such elections, the board shall exercise such due caution as will assure that each member of record has one vote. Each ballot shall clearly show the slate of nominees and shall be accompanied by specific and clear directions as to how the ballot shall be cast and recorded.
  4. Dues. Members shall pay annual dues to the Association on an anniversary system in amounts to be determined from time to time by the Association pursuant to the requirements of the Association. Members shall pay annual dues to the Chapter in amounts to be determined from time to time by the Chapter Board of Directors according to the requirements of the Chapter. The Chapter Board of Directors shall use the following procedures for determining chapter dues:
    1. Dues shall be determined annually in a meeting of the board at which a quorum is present.
    2. Members shall pay annual chapter dues on the anniversary date that applies for Association dues.
    3. At its discretion the board may reduce dues. Such reduction shall be conveyed to all members of record in writing within 30 days of the board’s decision. In no case shall the board be obligated to issue a refund of dues when such reduction is made.
    4. Any increase in dues approved by the chapter board shall be conveyed to all members of record in writing in a timely fashion but in no case less than 90 days prior to the effective date of the increase.
    5. Approved increases in chapter dues shall take effect according to a schedule determined by the board and conveyed in writing to all members of record.
  5. Grace Period. Consistent with the criteria established by the Association, members shall be allowed a specified grace period for the payment of dues and shall be in arrears thereafter. The Chapter treasurer shall implement the collection policies established by the Association.
  6. Reinstatement. Lapsed members may be reinstated upon payment of current and any delinquent dues. The criteria established by the Association shall determine whether a member is lapsed.

ARTICLE V - MEETINGS OF CHAPTER MEMBERSHIP

  1. Regular Meetings. Regular meetings of the Chapter shall be held as required by law and at least quarterly on such dates and at such times and places as the Chapter Board of Directors shall determine. Notice of regular meetings shall be given to the members as required by law and at least fifteen (15) days prior to the meeting. Notice of chapter meetings shall be in writing and sent via federal mail or electronic media, including email, to all chapter members of record.
  2. Special Meetings. Special meetings may be called as provided by law or by the Chapter's articles of incorporation, by the Chapter Board of Directors, or by petition, delivered to the Secretary, of 25% of the chapter membership eligible to vote. Notice of special meetings shall be given to members as required by law and at least fifteen (15) days prior to the meeting. Notice shall be given as provided in Art. V., Sec. 1.
  3. Annual Meeting. The regular chapter meeting, typically held in November, shall be known as the Annual Meeting and shall be for the purposes of receiving reports of officers and committees and such other business as shall be determined by the Chapter Board of Directors. Notice of the Annual Meeting of the chapter shall be given as provided in Art. V., Sec. 1.
  4. Quorum. No less than one third of the members of the Chapter who are eligible to vote constitute a quorum.

ARTICLE V - MEETINGS OF CHAPTER MEMBERSHIP

  1. Regular Meetings. Regular meetings of the Chapter shall be held as required by law and at least quarterly on such dates and at such times and places as the Chapter Board of Directors shall determine. Notice of regular meetings shall be given to the members as required by law and at least fifteen (15) days prior to the meeting. Notice of chapter meetings shall be in writing and sent via federal mail or electronic media, including email, to all chapter members of record.
  2. Special Meetings. Special meetings may be called as provided by law or by the Chapter's articles of incorporation, by the Chapter Board of Directors, or by petition, delivered to the Secretary, of 25% of the chapter membership eligible to vote. Notice of special meetings shall be given to members as required by law and at least fifteen (15) days prior to the meeting. Notice shall be given as provided in Art. V., Sec. 1.
  3. Annual Meeting. The regular chapter meeting, typically held in November, shall be known as the Annual Meeting and shall be for the purposes of receiving reports of officers and committees and such other business as shall be determined by the Chapter Board of Directors. Notice of the Annual Meeting of the chapter shall be given as provided in Art. V., Sec. 1.
  4. Quorum. No less than one third of the members of the Chapter who are eligible to vote constitute a quorum.

ARTICLE VI - CHAPTER OFFICERS

  1. Officers. The officers of the Chapter shall be a President, First Vice President, Second Vice President, a Secretary and a Treasurer. All officers shall be members of the Chapter Board of Directors. All officers shall serve without compensation. These officers shall perform the duties prescribed by law, by these bylaws, and by the parliamentary authority adopted by the Chapter.
  2. Manner of Election.
    1. The officers shall be elected by the chapter board and their term of office shall begin January 1 of the next calendar year.
    2. Term of Office. All officers shall hold office for one year beginning on January 1 of the next calendar year or until their respective successors shall be duly elected and become qualified. No member shall hold more than one office at a time, and no member shall be eligible to serve more than two consecutive terms in the same office.
  3. Assembly Delegate(s). An Assembly Delegate(s) shall be selected by the Chapter Board of Directors. The term of office of the Delegate Assembly is defined in the Association's Bylaws as three years with a maximum of two consecutive (or six consecutive years maximum) terms. The delegate's term shall commence on January 1, immediately following the delegate's selection to the Delegate Assembly, except that the term of a delegate selected to complete an uncompleted term shall begin upon selection and conclude at the end of the uncompleted term. Serving a partial term shall be treated as a regular term.
  4. Resignations. Any officer or Assembly Delegate may resign at any time by serving written notice to the President or Chapter Board of Directors. Such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt by the President or the Chapter Board of Directors.
  5. Vacancies. In case of resignation of an officer or Assembly Delegate of the Chapter or if for any other reason, including ineligibility, an officer or Assembly Delegate is unable to complete the term the Nominating Committee shall present a candidate to the Chapter Board of Directors for election by the Directors. If the office of President becomes vacant, the First Vice President shall become President for the unexpired term and shall continue to serve as President for a full term beginning at the end of the unexpired term.
  6. President of the Chapter. The President of the Chapter shall have all the powers and shall perform all the duties commonly incident to and vested in the office of the president of the Chapter Board of Directors of a nonprofit corporation including, but not limited to, chairing all meetings of the Board of Directors and the Chapter, preparation of the agenda for the annual meeting and other regular meetings, and having general knowledge of and responsibility for supervision of the business of the Chapter. The President shall also perform such other duties as the Chapter Board of Directors may designate or as required by state law or the Articles of Incorporation, and shall serve ex-officio, on all standing committees. When serving in the committee role, the President shall have the privilege of voting. The President is responsible for filing the Annual Report of the Chapter with the Association.
  7. First Vice President. The First Vice President shall perform all duties of the President during the absence or disability of the President and such other duties as the President and the Chapter Board of Directors may designate.
  8. Vice Presidents. At the request of the President, or the First Vice President or the Executive Com¬mittee of the Chapter, the Second Vice President shall perform all duties of the President and First Vice President of the Chapter Board of Directors during the absence or disability of the President and/or the First Vice President.
  9. Treasurer. The Treasurer of the Chapter shall ensure the fiscal integrity of the Chapter, and shall have all the powers and shall perform all the duties commonly incident to and vested in the office of the treasurer of the Chapter Board of Directors of a nonprofit corporation as defined by state law and/or the Article of Incorporation, and such other duties as the President or Chapter Board of Directors may designate. The Treasurer shall receive, maintain, and distribute adequate records of the Chapter's funds in accordance with Internal Revenue Code requirements and any state requirements. The Treasurer shall file all required reports with the IRS and the State of Michigan. The Treasurer shall assist in the preparation of the budget and monitor chapter expenditures. The Treasurer shall provide all financial records of the Chapter to the Audit Committee designated by the President.
  10. Secretary. The Secretary of the Chapter shall have all the powers and shall perform all the duties commonly incident to and vested in the office of secretary of the Chapter Board of Directors of a nonprofit corporation as defined by state and/or the Articles of Incorporation, and such other duties as the President and Chapter Board of Directors may designate. The Secretary shall certify and keep the original or a copy of these Bylaws as amended and shall ensure that current copies of the Chapter's Bylaws, policies and procedures are provided to the President and other Officers and Directors as necessary. The Secretary shall keep a book of minutes of all regular meetings of the Board and, if directed by the Board, meetings of committees and of members. The Secretary shall assure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. Records maintained by the Secretary shall be made available to any member.

ARTICLE VII - CHAPTER BOARD OF DIRECTORS

  1. Composition. The Chapter Board of Directors shall consist of no less than twelve (12) nor more than eighteen (18) individuals (including officers) who shall be elected by the members of the Chapter eligible to vote. All directors shall be members in good standing of the Association and Chapter and shall maintain such membership at all times during their terms in office. Directors shall serve without compensation. The President of the Chapter shall serve as the chair of the Chapter Board of Directors.
  2. General Authority. The Board of Directors of the Chapter shall: manage, supervise and control the business, property and affairs of the Chapter consistent with the strategic plan, and the policies and procedures of the Association; be vested with the powers possessed by the chapter itself including the powers to: determine the policies of the Chapter consistent with those of the Association; prosecute its purposes; appoint and remunerate agents; collect and disburse the funds of the Chapter; adopt rules and regulations for the conduct of its business; supervise the affairs of the Chapter between Chapter meetings; have the power to fix the dates, times, and places of its meetings. No action taken by the Chapter Board of Directors shall conflict with action taken by the Association's Board of Directors. The Chapter Board of Directors shall be subject to the order of the Chapter membership acting by a majority of the whole; and may delegate responsibilities as shall be deemed advisable insofar as such delegation of authority is not inconsistent with nor repugnant to the Articles of Incorporation or Bylaws of the Chapter or to any applicable law.
  3. Chapter Board of Director Meetings.
    1. Regular Meetings. The Chapter Board of Directors shall meet as required by law and at least once a year on such dates and at such times and places as the Chapter Board of Directors shall determine. Additional regular meetings of the Board may be held as determined and scheduled by the Chapter Board of Directors. Notice of regular meetings of the Board shall be given to members as required by law and at least thirty (30) days prior to the meeting.
    2. Special Meetings. Special meetings of the Board may be called as provided by law and the Chapter's articles of incorporation, at the discretion of the President of the Chapter, by a majority of the Chapter Executive Committee, or by a majority of the members of the Chapter Board of Directors then in office, to be held at such time, date, and place as shall be designated in the notice of the meetings as described in Art.VII, Sec. 3 (C) of these bylaws.
    3. Notice. Notice of the time, date, and place of any meeting of the Chapter Board of Directors shall be given as required by law and at least thirty (30) days in advance by notice sent by federal mail, telegram, or electronic media, including email, to each Director. The purpose or purposes for which a special meeting is called shall be stated in the notice.
  4. Quorum. Unless otherwise required by law, a majority of the duly elected members of the Chapter Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Chapter Board of Directors.
  5. Term of Office. A director shall serve for a term of three years. No director may serve more than two consecutive terms.
  6. Vacancies. When a vacancy, which is not that of an officer, occurs on the Chapter Board of Directors, the Nominating Committee shall present a candidate to the Chapter Board of Directors for election by the Directors.

ARTICLE VIII - COMMITTEES

  1. Standing Committees.
    1. Executive Committee. The Chapter Executive Committee shall be composed of the officers identified in Article VI of these bylaws. The Chapter Executive Committee shall be vested with the powers possessed by the board itself to the degree and extent necessary to conduct the business of the chapter between meetings of the Chapter Board of Directors. The Chapter Executive Committee's duties may include setting the agenda for the Board and overview of the operations and budget of the Chapter. The Chapter Executive Committee shall convene upon the call of the Chair as needed. All members of the Executive Committee shall constitute a quorum for the conduct of business at any meeting of the Chapter Executive Committee.
    2. Nominating Committee. The Nominating Committee shall consist of three (3) members. Generally the Second Vice President, the Immediate Past President, and one chapter member not serving on the board shall constitute the Nominating Committee. The Nominating Committee shall meet at least sixty (60) days prior to the annual meeting and choose a slate of nominees to fill vacancies on the Chapter Board of Directors to be presented to the annual meeting of the Chapter.
      3. The term of office for members of the Nominating Committee shall be one year. The Nominating Committee shall mail a slate of nominees to all Chapter members at least thirty (30) days prior to the Annual meeting.
    3. Ad Hoc Committees. The President shall be a member, ex-officio, of all committees and shall appoint a director to chair each of the following committees:
      1. Membership Services. The Membership Services Committee shall consist of not less than two (2) members of the Chapter. The Membership Services Committee shall promote membership and diversity, maintain an accurate mailing list, monitor renewals and reconcile Chapter and Association membership records. The Committee may also serve as a membership retention committee.
      2. Government Relations. The Government Relations Committee shall consist of not less than two (2) members of the Chapter. The committee shall be responsible for monitoring state legislation, regulation, and coordinating local activities with the Association's efforts.
      3. Professional Advancement. The Professional Advancement committee shall consist of not less than four (4) members of the Chapter. Professional Advancement shall develop and execute informative and educational programs for the membership meetings of the Chapter. It shall initiate forums, symposiums and similar meetings for the benefit of the membership of the Chapter, the fundraising profession and the general public.
      4. National Philanthropy Day. The National Philanthropy Day (NPD) Committee shall consist of at least two members of the board and other members at large. The NPD Committee shall be responsible for coordinating an annual observance of National Philanthropy Day with timing and format consistent with the Associations guidelines and directives. The committee shall establish and appoint sub-committees to develop and implement approved activities and programs associated with the observance. All program activities, budget parameters, and award recipients shall be communicated to the Chapter’s Board of Directors for approval.
      5. Communications. The Communications Committee shall consist of at least two (2) members of the board and shall be responsible for promoting the flow of information to the membership and between the society and the public. It shall develop a master plan for communications and shall employ various vehicles, including electronic media, to convey news, developments, announcements, postings, and other information as may be useful to the membership and/or advance the cause of the Chapter and the Association in a timely way.
      6. Diversity. The Diversity Committee shall consist of at least one (1) member of the board and one (1) member at large and shall attend to the membership composition of the Chapter and shall promote efforts to reach a broad representation of the fund raising community.
      7. Scholarship. The Scholarship Committee shall consist of at least two (2) members of the board and two (2) members at large. It shall announce scholarships to the membership and to the broader community, invite scholarship applications, adjudicate those applications, and recommend the awarding of scholarships to successful applicants. It shall annually prepare and distribute to the board and to all granting and/or sponsoring organizations, a report on scholarships and the allocation of scholarship funds.
      8. Every Member Campaign. The Every Member Campaign (EMC) Committee shall consist of at least one (1) board member and one (1) member at large. The committee, per the direction of the Association Foundation staff, shall be responsible for the Chapter’s annual EMC effort. The committee shall establish the annual goal, engage in efforts to achieve the goal, solicit members, maintain communication with Association and Foundation staff members, and report on the progress and success of the campaign.
      9. Other Committees. The Chapter's Board of Directors may establish such other committees as they deem necessary or advisable to carry on the work of the Chapter.

ARTICLE IX - PARLIAMENTARY PROCEDURE

The rules contained in the current edition of Robert's Rules of Order shall govern the Chap¬ter in all cases to which they are applicable and in which they are not inconsistent with the law, these bylaws or any special rules of order the Chapter or its board may adopt.

ARTICLE X - NO PRIVATE BENEFIT

  1. Limitations. The Chapter shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of the net earnings, gains or assets of the Chapter shall inure to the benefit of, or be distributable to, its directors, officers, other private individuals, or organizations organized and operating for profit, except that the Chapter is authorized and empowered to pay reasonable fees for products services consistent with the limitations set forth in these bylaws, and by statute or regulation.
  2. Dissolution. Upon dissolution or final liquidation of the Chapter, any remaining assets of the Chapter shall, after payment or the making of provision for payment of all the lawful debts and liabilities of the Chapter, be distributed to the AFP Foundation, U.S. A final report shall be filed with the AFP International Headquarters indicating the date and nature of dissolution; an account of the vote for dissolution; the disposition of assets and liabilities; and a description of any public or private liabilities, legal actions or matters, and contracts, obligations or similar issues which may be pending.

ARTICLE XI - AMENDMENT OF BYLAWS

These Bylaws may be amended at any regular meeting of the Chapter by a two-thirds vote of the members eligible to vote, provided that the amendment has been submitted in writing to the membership and described at the previous regular m¬eeting of the Chapter.

ARTICLE XII - FISCAL YEAR

The fiscal year of the Chapter shall commence on January 1 and terminate on December 31.

ARTICLE XIII - CORPORATE RECORDS AND REPORTS

Copies of all federal and state reports shall be filed as required by law. A chapter annual r¬¬eport in the form and nature directed by the Association shall be filed with the Association by March 1st of each year following the year for which the report is issued.

ARTICLE X - NO PRIVATE BENEFIT

  1. Indemnification by Corporation of Directors and Officers. The Directors and Officers of the Chapter shall be indemnified by the Chapter to the fullest extent permissible under the laws of this state.
  2. Insurance for Corporate Agents. The Chapter Board of Directors shall, in a current and timely fashion, fulfill the requirements set forth by the Association's Directors and Officers Liability Insurance Program.