BY LAWS
of
THE AMERICAN IRIS SOCIETY FOUNDATION
(Revised July 1st, 2017)
ARTICLE ONE: The principal office of the “Foundation” shall be located at 12119 Missouri Rt. A, Liberty, MO 64068. This principal office may be changed from time to time as necessary with an amendment at an annual meeting of the Board of Trustees.
ARTICLE TWO: OFFICERS
Section 1: The Board of Trustees shall elect its own chairperson at the annual meeting hereinafter provided who shall serve as Chairperson until the end of the next annual meeting and until another Chairperson is named by the Board of Trustees and shall have taken office. The Chairperson shall preside at all meetings of the Board of Trustees. The Chairperson shall be eligible for re-election. The election of the Chairperson for the forthcoming year shall be the last item of business at the annual meeting. The Chairperson shall also serve as President of the Corporation.
Section 2: At the same time as in Section 1, the Board of Trustees shall elect a Vice President. The Vice President shall perform the duties of the President-Chairperson in their absence.
Section 3: At the same time as in Section 1, the Board of Trustees shall elect a Secretary and a Treasurer (separate positions) or a Secretary/Treasurer (one person serving in both positions).
It shall be the responsibility of the Secretary to notify all Trustees of dates and places of meeting by the direction on the Chairperson, to conduct correspondence on behalf of the Foundation, to keep and maintain all records of the Foundation, and to perform such other duties as shall be directed by the Board of Trustees. The Secretary shall be entrusted with “the Seal” of the Foundation.
B: The duties of the Treasurer shall require that they receive and disburse the funds of the Foundation by the direction of the Board of Trustees, including the investment of the funds and the supervision of securities. The Treasurer shall furnish a corporate surety bond at the expense of the “Foundation” in such an amount as may be fixed from time to time by the Board of Trustees. The accounts of the Treasurer shall have an audit by a Certified Public Accountant at least every 5 years or whenever there is a change in elected office, and the CPA shall be selected and paid for by the Board of Trustees, unless changed or waived by a unanimous vote of the Trustees present at the annual meeting.
Section 4: The above Officers of the Corporation shall serve for terms of one year and shall be eligible for re-election.
Section 5: The Board of Trustees shall be no less than nine (9) and no more fifteen (15) in number including officers, and these shall be elected for three year terms that are staggered and shall exist perpetually and shall be self-perpetuating, electing successors to those trustees whose terms expire. Trustees can be re-elected as long as they are willing to serve and are approved by a majority of those Trustees present at the annual meeting.
ARTICLE THREE: MEETINGS OF TRUSTEES
Section 1: The Board of Trustees shall meet annually at such date and place as shall be named by the Chairperson, upon notice by the Secretary at least two weeks in advance of the date of the meeting. Whenever possible this meeting should coincide with the annual meeting of the American Iris Society.
Section 2: Special meetings may be held in like manner by the direction of the Chairperson or by direction of a majority of the Trustees.
Section 3: At all regular or special meetings of the Board of Trustees, a majority of the Trustees shall constitute a quorum. The Board of Trustees shall have the power to vote by mail or e-mail on matters requiring attention between its meetings, provided that such action is put into the minutes of the next annual meeting and that copies of these votes are turned over to the Secretary to be put into the permanent record.
Section 4: In all meetings of the Board, an affirmative vote of the majority of the Trustees present shall be required to carry any action. In those cases where a vote by mail or e-mail is authorized, an affirmative vote of a majority of all the Trustees shall be required to carry any action.
ARTICLE FOUR: EMPLOYMENT OF AGENTS AND CREATION OF COMMITTEES
Section 1: The Board of Trustees shall have the power to appoint such Assistant Secretaries, Agents, Servants, and Employees as may be necessary to carry out and fulfill the purpose of the corporation and the Board shall fix the compensation thereof.
Section 2: The Board of Trustees may, likewise, create from within its own membership such committees or sub-committees as may be required from time to time to carry out the purpose of the corporation.
ARTICLE FIVE: RULES AND GUIDELINES FOR THE BOARD OF TRUSTEES
Section 1: Rules
A: The Board of Trustees must approve any amount exceeding $500 before a check is issued.
B: All checks for over $500 require two signatures of the officers to become validated.
C: A letter of acknowledgement will be sent to all donors to the Foundation and where possible another letter to the next of kin telling them that a donation was made to the Foundation in the name of their kindred.
D: The names of the donors will be collected and printed in the AIS Bulletin least once a year but preferably twice a year.
E: All grants voted upon during the year must be recorded into the minutes at the annual meeting.
Section 2:Guidelines
A: Our purpose is to foster, encourage, and sponsor scientific and educational research as described in Section 501(c) (3) of the Internal Revenue code. Specifically, it is to support educational and scientific research in the improvement of the standard of excellence of all types, forms and groups of species and cultivars of the genus Iris and related genera of the Iridaceae, for all American people, together with the stimulation of general interest in all species and cultivars of Iris, the administrating of awards and honors by appropriate means to worthy individuals, institutions and organizations for advancement in the breeding, culture, use, literature, or scientific study of Iris and related genera, and the doing of any and all things necessary or incidental to the accomplishment of these goals.
B. As a not-for-profit organization it is the established policy that the Foundation cannot pay indirect costs to institutions on the grants that are funded.
C: Donations to the “Foundation” will be invested in accounts that are managed conservatively according to an approved investment philosophy and with the joint goals of maintaining the principal while providing sufficient funding to meet the Foundation’s needs.
D: Grants and awards made from these accounts should not generally exceed the returns earned on the Foundation’s investments. However to maintain tax exemption as a charity, it may be necessary to exceed the investment returns for some periods where these returns are low.
E: Office supplies, stamps, etc. not exceeding $200.00 need not be voted upon or approved by the Board of Trustees before being spent, but at the annual meeting, a record of the spending and the receipts will be presented for overall approval.
F: The above guidelines are for the members of the Board of Trustees to consider as they make decisions concerning the distribution of funds of the Foundation and the proper handling of records of the Foundation and to ensure that the Foundation continues in perpetuity.