Leadership Asheville Forum Bylaws

Article I

NAME, PRINCIPAL OFFICE, AND GENERAL PURPOSES

Section 1. Name.
The name of this Association is: Leadership Asheville Forum (“Forum”).

Section 2. Principal Office.
The principal office of the Forum shall be in care of North Carolina Center for Creative Retirement, UNC-Asheville, One University Heights, Asheville, North Carolina 28804-3299, or at such other place, or with such additional offices, as the Board of Directors may from time to time appoint.

Section 3. Purposes.
Historically an alumni association of the graduates of the community leadership programs at UNCA, Leadership Asheville Forum has become an association open to the public. The mission of the Forum is twofold: (1) advancing leadership in the Asheville-Buncombe County community; and (2) providing public forums on issues critical to the future well-being of the community. The Forum seeks to fulfill its mission by encouraging its members to become active in the network of community leaders, by offering a neutral and focused discussion of important local issues, and by promoting camaraderie and networking among its members.

 

Article II

MEMBERS. MEETINGS OF MEMBERS AND QUALIFICATIONS OF MEMBERS

Section 1. Membership.
All individuals who pay dues set by the Board of Directors in any fiscal year shall be voting members of the Forum for the unexpired portion of the fiscal year from the date of the payment of the dues. Each member shall have the right to one vote. Honorary memberships may from time-to-time be bestowed by the Board of Directors to recognize outstanding service to the Asheville-Buncombe County community.

Section 2. Record Date.
Members of the Forum who have been members for at least 30 days shall be entitled to vote on all matters pertaining to the Forum.

Section 3. Rights of Members.
The right of a Member to vote and all right, title and interest in or to the Forum shall cease upon the termination of membership. No Member shall be entitled to share in the distribution of corporate assets upon the dissolution of the Forum.

Section 4. Resignation of Members.
Any Member may resign from the Forum by delivering written resignation to the President or Secretary of the Forum.

Section 5. Annual Meetings.
The annual meeting of the Members of the Forum shall be held at such place as is designated in the notice of annual meeting, no later than July 1 of each year, for the purpose of electing Officers and Directors, hearing the annual report of the Forum, and for the transaction of such other business as may properly come before the meeting.

Section 6. Special Meetings.
Special meetings of the Members may be called at any time by (a) the president, or (b) by ten (10) or more of the Directors, and must be called by the President or Secretary on receipt of the written request of twenty-five (25%) percent of the Members of the Forum.

Section 7. Notice of Annual or Special Meeting.
Notice of the time and place of the annual meeting shall be served not less than 15 nor more than 30 days before the meeting upon each member. The notice of a special meeting shall state the purpose of the meeting and that no business shall be transacted other than such business as designated in the notice.

Section 8. Quorum.
At any meeting of Members of the Forum, the presence of 10 of the Members in person or by proxy shall be necessary to constitute a quorum for all purposes, except as otherwise provided by law, and the act of a majority of the Members present at any meeting at which there is a quorum shall be the act of the membership, except as may be otherwise specifically provided by statute or by these bylaws. In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by majority vote of the Members present in person or by proxy, without notice other than by announcement at the meeting, the giving of further notice to any absent Member to be dispensed with. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 9. Voting.
At all meetings of the Members, each Member, as defined in Section 1 above, shall be entitled to one vote. Honorary members have no voting rights. Votes may be cast in person or by proxy duly appointed by instrument in writing which is signed by such Member. No person shall act as proxy unless he is a Member of the Forum. The following, or any similar form of proxy, shall be sufficient.

I, __________________ , being a member of the Leadership Asheville Forum, do hereby make, constitute and appoint ____________________ my true and lawful proxy to represent me and to cast all votes belonging to me by virtue of my membership in said Forum at the _________ meeting of the Members to be held on the ____ day of ________, 20____, and all adjournments of such meeting; and I do hereby fully ratify, confirm and approve all such acts as he or she may do or perform by virtue of this proxy.
WITNESS, my hand and seal, this ____ day of ________ 20____.
____________________________ (witness)
____________________________ (SEAL)

Unless otherwise specifically provided herein, all elections shall be had and all questions decided by majority vote of the Members present in person or by proxy at any meeting at which a quorum is present.

Section 10. Waiver of Notice.
Whenever North Carolina law or these bylaws authorize the Forum or the Board of Directors to take any action after notice to the Members or after the lapse of a prescribed period of time, such action may be taken without such notice and without the passing of such period of time if, before or after such action is completed, the requirements of notice or lapse of time are waived in writing by the persons entitled to them, or entitled to participate in the action to be taken.

 

Article III

DIRECTORS

Section 1. Composition.
There shall be four (4) officers, plus the past president of the Forum, plus nine (9) Board members-at-large elected by the membership, for a minimum of 14 Directors.

Section 2. Election and Terms of Board Members at Large and Past President.
Each year, at the Annual Meeting, the Nominating Committee shall present a slate of nominees. Directors shall be elected from the slate presented by the Nominating Committee and/or nomination from the floor by majority vote of the Members attending the annual meeting. All nominees must be Members in good standing and must consent to have their names placed in nomination. The past president shall serve as voting member of the Board until such status lapses, notwithstanding the term limitations described above.

Section 3. Election of Officers.
Officers shall be elected by the membership from a slate presented by the Nominating Committee and/or nomination from the floor if prior consent has been received from the nominee.

Section 4. Vacancies.
A vacancy occurs when an elected Director resigns or is removed from the Board, or when the membership fails to elect a full slate of Directors. A vacancy may be filled by the Board of Directors, but appointed Directors must be elected to office by the membership at the next annual meeting following their appointment

Section 5. Removal.
The absence of a Director from three successive regular Board meetings without prior leave of absence approved by the President or written excuse addressed to the Secretary and duly approved by the Executive Committee shall be regarded as the Director’s withdrawal from the Board. Any vacancy thus occurring shall be reported by the Secretary to the Board at its next meeting.

Section 6. Number.
By vote of an absolute majority number of the Members, the number of Members of the Board of Directors may be changed to any number larger than 14 and no more than thirty-two. No decrease in number shall have the effect of shortening the term of any incumbent Director.

Section 7. Ex Officio Directors.
Ex Officio Directors may be elected by the members, who shall have the same rights and privileges as other Directors, except that they shall have no vote.

Section 8. Annual Meeting.
The annual meeting of the Board of Directors shall take place following the Annual Meeting of the Members. Notice of the annual meeting shall be governed by the notice requirements for regular meetings of Directors. The new Directors and Officers shall take office effective July 1st.

Section 9. Regular Meetings.
Regular meetings of the Board of Directors shall be held at least once each quarter of the calendar year.

Section 10. Special Meetings.
Special meetings of the Board of Directors may be called by the President and must be called on the written request of any five (5) Directors.

Section 11. Notice of Meetings.
Notice of all regular Directors’ meetings shall be given at least ten (10) days before the meeting to the Directors, but such notice may be waived by any Director. Any business may be transacted at any regular Directors’ meeting. Notice of all special Directors’ meetings shall be given at least five (5) days before the meeting to the Directors, but such notice may be waived by any Director. Business transacted at any special meeting of Directors shall be confined to matters stated in the notice of special meeting and matters germane thereto, unless every Director is present at such special meeting, in which case any business may be transacted.

Section 12. Chairman.
At all meetings of the Board of Directors, the President or Vice Presidents in order, or in their absence a Chairman chosen by the Directors present, shall preside.

Section 13. Quorum; Voting.
At all meetings of the Board of Directors fifty percent of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. Except as otherwise provided by statute or by these bylaws, at any Directors meeting at which a quorum is present, the vote of a majority of the Directors present shall be the act of the Forum. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting to some future date, not more than 20 days after the date of such meeting. Each absent Director shall receive notice of such adjourned meeting no less than 5 days before the meeting, and a quorum shall be necessary for the conduct of business at such adjourned meeting. Each Director shall have one vote on all matters.

Section 14. Contracts and Services.
No Director shall take any action to influence the conduct of the Forum so as to confer financial benefit on another corporation or business in which the Director has a significant interest or affiliation. If an issue arises on which the Director could obtain a benefit, he or she may not vote on the matter, but may present an opinion, if the potential conflict of interest is fully disclosed in advance. In no event shall any person or entity dealing with the Directors or Officers be obligated to inquire into the authority of the Directors and Officers to enter into or consummate any contract or transaction.

Section 15. Compensation.
Directors shall not receive any salary for their service.

Section 16. Powers.
All powers, except as otherwise provided in these bylaws and in the laws of the State of North Carolina, shall be vested in and exercised by the Board of Directors. The Board of Directors may by general resolution delegate to committees, whose members need not be Directors, or to Officers of the Forum, such powers as they may see fit, except as limited by statute.

 

Article IV

OFFICERS

Section 1. Number.
1. President
2. First Vice President
3. Secretary
4. Treasurer

And the Forum may elect in addition:
5. Second Vice President
6. Assistant Secretary
7. Assistant Treasurer

Section 2. Election.
All Officers of the Forum shall be elected at the annual meeting by members from among themselves and shall hold office for the term of one year or until their successors are duly elected.

Section 3. Tenure of Office.
Any Officer may be dismissed at any time during his or her term by a majority vote of the Directors at any regular or special meeting of the Board of Directors. A dismissed Officer shall have no power or authority by virtue of his or her former office.

Section 4. Combination of Offices.
Any of the offices above enumerated, other than that of President and Secretary, may be combined.

Section 5. Duties of Officers.
The duties and powers of the officers shall be as follows:

(a) President. The President shall: preside at all meetings of the Members, Board, and of the Executive Committee. The President shall be an ex-officio member of all committees. The President shall exercise all authority and execute all documents authorized or directed by the Board and shall perform all duties incident to the office of the president of the Board and such other duties as prescribed by the Board from time to time.

(b) First Vice President. The First Vice-President shall be President-elect and shall perform the duties of the President of the Board in the absence of the President of the Board or at the request of or in the event of the president’s inability to act, and when so acting, shall have all powers of and be subject to all restrictions upon the President. When the office of president becomes vacant for any reason prior to the completion of a term of office, the First Vice-President shall assume the office of the President of the Board for the remainder of the term. The First Vice-President shall also chair the Programs Committee and perform such duties as may from time to time be assigned by the President or by the Board.

(c) Secretary. The Secretary shall be responsible for keeping the minutes of the meetings of the membership, of the Board, and of the Executive Committee, shall see that all notices are duly given in accordance with the bylaws or as required by law; and, in general, perform all duties as may from time to time be assigned by the President, or by the Board or as may be required by law.

(d) Treasurer. The Treasurer shall supervise the financial activities of the Forum and report these activities to the Board and to the President, and perform such other duties as from time to time may be assigned to the Treasurer by the President or by the Board. At the end of the fiscal year the Treasurer shall prepare a written financial report which the President shall present to the Board of Directors and which shall be available for inspection by any member of the Forum. The Treasurer shall be subject to all other conditions and restrictions as may be made and shall perform such duties as specified by the Board. The Treasurer shall be responsible for the collection of dues. The Treasurer shall be the Chair of the Budget Committee. At the end of the fiscal year, the Treasurer shall prepare and present to the membership the financial report of the Forum.

Section 6. Vacancies.
All vacancies in any office shall be filled by the Board at the next regular meeting, or a special meeting called for that purpose within twenty-one (21) days after the occurrence of such vacancy. The Officers so elected shall hold office until the next annual meeting or until a successor has been elected in accordance with these bylaws.

 

Article V

AGENTS AND REPRESENTATIVES

The Board of Directors may appoint such agents and representatives of the Forum with such powers and to perform such acts or duties on behalf of the Forum as the Board may see fit, consistent with these bylaws and to the extent permitted by law.

 

Article VI

CONTRACTS

Except as otherwise provided in these bylaws, the Board may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Forum, and such authority may be general or confined to a specific instance. Unless so authorized by the Board, no Officer, agent or employee shall have any power or authority to bind the Forum by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or in any amount.

 

Article VII

COMMITTEES

Section 1. General.
The Board shall create and maintain, from their number or from among such other persons as they may see fit, the standing committees described in Section 2, together with one or more additional standing or ad hoc committees. Except as otherwise provided in this Article, the Chairs of all such committees shall be appointed by the President. Committee members shall serve at the pleasure of the Board. Such committees shall advise and aid the Officers and Directors of the Forum in all matters designated by the Board. Unless otherwise stated herein, a majority of the members of each committee shall constitute a quorum for the transaction of business. The members of committees shall not receive any salary for their services.

Section 2. Standing Committees.
Standing committee’s shall include the following:

(a) Executive Committee. The Executive Committee shall consist of the current officers as listed in Article IV, Section 1. The Executive Committee shall exercise the authority of the Board of Directors when the Board is not in session, except as limited by statute. The Executive Committee shall appoint and remove, employ and discharge, and fix the compensation of all agents and employees of the Forum other than the duly-appointed Officer’s, subject to the approval of the Board. Except as limited herein, any action taken by the Executive Committee shall become the action of the Board when reported to the Board for ratification at its first regular meeting thereafter. The Board shall have authority to amend, rescind, or take further action on any action of the Executive Committee. The vote of a majority at a meeting at which a quorum is present shall constitute the act of the Committee. The Executive Committee shall meet as often as necessary.

(b) Nominating Committee. The Nominating Committee shall consist of three (3) Members, all of whom shall be Directors. This Committee shall present to the membership of the annual meeting a slate of nominees for Officers and at-large members of the Board. This Committee shall also administer the election process. Additional nominations may be made from the floor at the annual meeting, with the prior consent of the nominee.

(c) Membership. This committee shall be responsible for attracting and retaining members for LAF to meet the annual membership goals set by the Board and shall maintain accurate membership records.

(d) Circle of Excellence Awards Committee. This committee shall be responsible for the selection of the recipient of the annual Circle of Excellence Award, which is presented at the annual meeting and Celebration.

(e) Critical Issues Forum Committee. This committee shall be responsible for the planning and co-ordination of at least seven (7) monthly Critical Issues Forum programs during the year which shall be open to the public.

(f) Events Committee. This committee is responsible for the organization of several events during the program year.
Section 3. Additional Committees.
The Board may appoint from their number, or from among such other persons as the Board may see fit, one or more additional standing or ad hoc committees, and at any time may appoint additional members thereto.

 

Article VIII

FISCAL YEAR

The Fiscal Year of the Forum shall run from July 1 to June 30 of the following year.

 

Article IX

PARLIAMENTARY AUTHORITY

The rules contained in Robert’s Rule’s of Order: Newly Revised shall be the guidelines for parliamentary authority governing the meetings of the membership Board, and all committees, subject to state law and these bylaws.

 

Article X

PROHIBITION AGAINST SHARING IN EARNINGS OR ASSETS; DISSOLUTION

No Director, Member, Officer, employee, member of a committee, or other person connected with the Forum, or any other private individual, shall receive at any time any of the net earning or pecuniary profit from the operations of the Forum, except for reasonable compensation for services rendered by an employee in effecting any of the Forum’s purposes. No loans may be made by the Forum to any Officer or Director. No such person shall be entitled to share in the distribution of any of the assets upon the dissolution of the Forum. All Directors and Officers of the Forum shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Forum, the assets of the Forum shall be distributed, transferred, conveyed, delivered and paid over to such eleemosynary institution or institutions serving leadership development purposes in Buncombe County or the surrounding region upon such terms and conditions and in such amounts and proportions as the Board of Directors may determine, to be used by such institutions for the same or similar purposes as described in Section 3 of Article I.

 

Article XI

ACTION BY CONSENT; PARTICIPATION BY TELEPHONE

Section 1. Written Consent.
Any action taken without a formal meeting by the required majority of the Directors shall constitute the official action of the Board, and shall be binding on the Forum, if a written consent to such action is received by e-mail or in writing from a majority of the Directors.

Section 2. Participation.
Any one or more Directors or members of a committee may participate in a meeting of the Board or committee by means of a conference telephone or similar communications device which allows all persons participating in a meeting to hear each other and such participation in a meeting shall be deemed presence in person at such meeting.

 

Article XII

AMENDMENTS

Section 1. By Directors.
Except as otherwise provided by law, the Board shall have power to make, alter, amend and repeal the bylaws of the Forum by the affirmative majority vote of the Directors then serving, provided, however, that such action is proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting.

Section 2. By Members.
The bylaws may be altered, amended or repealed at any meeting of members of the Forum by majority vote of the members present, in person or by proxy, provide that the proposed action, including the text of all such amendments, is inserted in the notice of such meeting.

 

Article XIII

INDEMNIFICATION

Any person who at any time serves or has served as a Director or Officer, of the Forum shall be indemnified by the Forum to the fullest extent permitted by the North Carolina General Statutes, against (a) reasonable expenses, including but not limited to attorney’s fees, actually and necessarily incurred by him or her connection with the defense of any threatened, pending or completed action, suit or proceeding in which he or she is made a party by reason of being or having been such Officer or Director and (b) reasonable payments made by him or her satisfaction of any judgment, money decree, fine, penalty, or settlement for which he or she may become liable in any such action, suit or proceeding.

The Board shall take all such actions that may be necessary and appropriate to authorize the Forum to pay the indemnification required by this Article, including without limitation a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due to him or her.

Any person who serves in any of the aforesaid capacities for or on behalf of the Forum shall be deemed to have done so in reliance upon, and in consideration for, the right of indemnification provided herein. Such rights shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled.

 

 

 

 

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