Revised Bylaws of the
International Society for the Performing Arts Foundation
(as amended for adoption and approved December 2003)
I. NAME The
name of this organization shall be the International Society for the Performing
Arts Foundation (the "ISPA Foundation").
The ISPA Foundation was incorporated as a non-profit corporation under
the laws
of the State
of Texas on June 11, 1982.
II. MISSION
AND PURPOSE
- The corporation
is formed exclusively for charitable and educational purposes within
the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986,
and was granted exemption from taxation under the relevant sections
on January
7, 1983.
- The mission of
the ISPA Foundation is to support innovation, collaboration, and best
practices in the creation, management, and presentation of the performing
arts in an international context.
- In furtherance
of such charitable and educational purposes, the ISPA Foundation's activities
shall include:
- Organizing
and conducting international conferences, seminars and workshops
on topics of interest to individuals and organizations in the international
arts community;
- Supporting
the development of best practices, and improved communication, understanding
and cooperation among individuals and organizations in the international
arts community;
- Conducting
programs and services which will enhance the public's access to international
performing arts events; and undertaking other exempt activities
and programs designed to promote, advance or foster public awareness
and appreciation for the performing arts, and affirm the importance
and necessity of the performing
arts in today's global society
- The ISPA Foundation
shall also manage the affairs of its subsidiary not-for-profit organisation,
the International Society for the
Performing Arts (the "Society")
for the benefit of the subsidiary Society's members, consistent
with the mission of the Foundation.
III. BOARD OF DIRECTORS
- The management,
supervision and direction of the ISPA Foundation and all its affairs
and property
shall be
entrusted to and vested in a Board of Directors
(the "Board"). The Board shall consist of not fewer
than three nor more than twenty-five directors, the specific
number to serve at
any given
time to be set by majority vote of the directors then serving.
- The Board
shall establish policies and rules for the ISPA Foundation; elect the
officers of the ISPA Foundation; adopt budgets and exercise
financial oversight
of the ISPA Foundation's activities; mange the affairs of any duly
constituted subsidiary organisations; generally exercise all powers stated
in the
Articles of Incorporation and these Bylaws, or otherwise allowable
under law; and take
such other measures as may be necessary or proper to carry out the
purposes and objectives of the ISPA Foundation.
- Consistent with the specific
provisions of Section V, each Director shall accept committee service
and leadership as assigned by the Board
Chair; support
Foundation activities; participate in the selection and regular evaluation
of an Chief Executive Officer to serve as Chief Executive Officer of the
ISPA Foundation; and participate in the decision-making of the Board
towards the advancement
of the ISPA Foundation's goals.
- Regular meetings of the
Board shall be conducted in conjunction with each ISPA Conference and Congress.
- Special
meetings of the Board may be called by the Board Chair, a majority of
the officers or any five members of the Board. Such
a call shall state the
purpose of the meeting, shall state its time and place, and shall
be issued to the Secretary who shall direct written notice of
the meeting
to the best
available address of each Board member at least 14 days prior
to the time of the meeting.
- Each director shall be
entitled to one vote. A quorum of the Board shall consist of one more than
half of the total
number
of directors,
provided that
a quorum shall in no event consist of less than three directors.
If less than a quorum is present, a majority of those present
may adjourn
the meeting but
take no further action. When a quorum is present, the act of
the majority shall be the act of the Board except as may be
otherwise provided.
Any director may
yield their vote by proxy to another director, and such a proxy
when verified to the satisfaction of the Board Chair, may be
counted
for
voting purposes
but not for purposes of establishing a quorum.
- The presiding
officer at all meetings of the Board shall be the Board Chair or, in
the elected Chair's absence, the
Chair-Elect,
or in their absence, the
Secretary or, in their absence, an Acting Chair elected by
the directors
present. The Secretary or, in the Secretary's absence or
service as Acting Chair, an
Acting Secretary designated by the presiding officer of such
a meeting, shall be responsible for recording and submitting
the
accurate minutes
of any such
meeting.
- The order of business
for any meeting of the Board shall be determined by the presiding officer
unless otherwise provided
herein, or determined
by a
majority of the directors present.
- Directors are expected
to attend all ISPA Conferences and Congresses, and to participate in
all meetings of the
Board.
Directors-elect
may attend all
Board meetings held between the time of their election
and the commencement of their term as participants with
voice
but no
vote.
- Any director who is absent
from more than one of the Conferences and Congresses held during their
term,
or who
fails to participate
in three consecutive Board
meetings shall be subject to review by a committee
designated by the Board Chair for that purpose, and upon recommendation
of such
committee
may be removed
from the Board by majority vote of the directors present
at any duly constituted meeting of which all serving
directors have
received the required notice.
IV. OFFICERS
- The officers of
the ISPA Foundation shall consist of a Board Chair, a Board Chair-Elect,
a Secretary, a Treasurer and such Vice Chairs as may be deemed
necessary by the Board Chair. Officers shall be elected from
among the serving members of the Board of Directors by majority vote
of the directors serving
at the time of such election.
- No person shall
hold more than one of these offices at the same time, except that at
the discretion of the Board one person may serve as both Secretary
and Treasurer. Officers may also serve simultaneously as chairs
of committees or in such other positions as may be created.
- Subject to such
changes as the Board may prescribe, the officers of the ISPA Foundation
shall have such powers and duties as generally pertain to their
offices.
- The Secretary
shall notify the directors and members of their respective meetings;
shall keep the minutes of all meetings of the Board of Directors,
all other official Foundation meetings and the Annual General
Meeting as provided
herein; and shall transmit copies of the minutes to the
directors within 60 days following a meeting; and shall perform
such duties as are normally expected
of a Secretary at the direction of the Board or the Board
Chair.
- The Treasurer
shall review, amend and present the financial reports of the ISPA
Foundation, including but not limited to the proposed annual budgets
and the quarterly financial statements prepared by the
Chief Executive Officer;
the annual financial statement prepared by the ISPA Foundation's
appointed auditors. The Treasurer shall recommend to the Board
action on any significant
investment recommendations made by the Chief Executive Officer.
- The Chair-Elect
shall carry out such duties as may be delegated by the Board or
the Board Chair.
- The term of the
Board Chair shall be two years, and the terms for all other officers
shall be one year, except the Chair-Elect, who shall serve during
the full term of the Board Chair to be succeeded. The terms
of all officers shall begin with the first Board meeting following
the Annual
General Meeting
and shall continue through to the Annual General Meeting for
the year in which the officer's term in due to expire.
- The Board Chair
shall serve as the senior corporate officer of the ISPA
Foundation, preside at Board meetings and at the Annual General
Meeting; appoint the chairs and members of all committees; serve ex
officio
on all committees;
guide the Board in filling Board vacancies as prescribed;
and serve as the principal corporate representative of the ISPA Foundation.
In
the event of
the absence or inability of the Board Chair to perform the
duties of that office, the Chair-Elect or Secretary or Treasurer, in
succession,
respectively, shall
perform those duties and have the same authority as the Board
Chair. At other times, the Board Chair may delegate or assign such
duties
to
the Chair-Elect
or any other officer.
- Officers may serve
unlimited and successive terms, provided that no person shall serve
more than two successive terms as Board Chair and no person shall
serve more than two successive terms as Chair-Elect. Subject
to action by the membership as provided below, the succession in office
will follow from Chair-Elect
to Board Chair.
- As the final order
of business at the Annual General Meeting in any year when the Chair's
term expires, the succession of the Chair-elect to succeed
the outgoing chair shall be confirmed by vote of the members
present. Confirmation shall require the approval of a majority of members
present and voting. The
Chair shall take office upon confirmation.
- In the event the
Chair-Elect is not confirmed by the membership as provided above, the
outgoing Chair shall remain in office until the next meeting of
the Board, to be held within 30 days, at which time the Board
shall as the first order of business elect a new Chair from among its
members, to take office
immediately.
- In the event the
Board Chair resigns or is otherwise unable to act in an official
capacity as Chair, and the Chair's resignation or incapacity is accepted
or acknowledged by majority vote of the Executive Committee,
the Chair-elect
shall succeed to the office of Chair pro-tem. It shall be the
responsibility of the Executive Committee to present one or more candidates
to the
Board for election as Board Chair to serve out the term of the
individual being succeeded.
- If any other officer
resigns from office, the Board shall elect a replacement
from among the directors serving at the time of such election
to complete the former officer's remaining term of office.
V. COMMITTEES
- The standing committees
of the Board shall be: Executive, Finance, Nominating, Membership
and Program. The Board Chair may establish other committees as deemed
appropriate.
- Except as
otherwise specified herein, the Board Chair shall nominate a
member
of the Board of Directors to chair each committee.
- The Board
Chair shall serve as chair of the Executive Committee
- The Treasurer
shall serve as chair of the Finance Committee.
- The Chair-Elect
shall serve as chair of the Nominating Committee, which
shall be constituted to reflect the international nature
of the ISPA Foundation's
mission, and the diversity of the international
arts community.
- The Chair-Elect
shall serve as chair of the Program Committee, which shall
have the responsibility of recommending to the
Board sites, themes, and organizers
for Foundation programs.
- Nominated
committee chairs shall assume their duties upon confirmation
by majority vote
of the Board,
either
in session
or by written
ballot.
- The Board Chair
shall serve ex-offico on all committees, and shall make appointments
of individual members to each committee such that at least
one other member of the Board in addition to the committee chair
shall
serve on each committee.
- The Executive
Committee shall have a minimum of five members including the
Chair. The members of the Executive Committee shall include, but
need not
be limited to, the elected officers of the ISPA Foundation
Board, including the Chair-Elect. One or more past Chairs of the
Board may
serve at the presiding
Chair's discretion.
- Consistent
with the requirements stated above, the Board Chair may nominate
the chair
of any duly constituted committee
to serve on the Executive Committee.
- Committee
chairs shall assume their duties on the Executive Com
upon confirmation by majority vote of the Board, either in session
or by written ballot.
- Providing
a quorum of at least one half of the Executive Committee members
then confirmed
and serving is present,
the Executive
Committee shall have full
authority to act on behalf of the Board on matters
requiring exceptional confidentiality or action between scheduled
Board
meetings.
- Actions of
the Executive Committee shall stand as actions of the Board unless
reversed
or amended at the next duly constituted
Board meeting by vote of two-thirds
of the directors present and voting at such a meeting.
- All committees
shall be required to meet at least twice annually and to submit reports
to the Board of Directors and at the Annual General Meeting
of the ISPA Foundation. There is no quorum requirement for
meetings of committees except the Executive Committee. The report
for any committee meeting at which
a majority of the members then serving is present shall be
the report of the entire committee. A report by a minority of a committee
may be received by
the Board provided that the names of the members subscribing
to the report are included.
- The Chair shall,
on an annual basis, convene a Presidents Council consisting of all
living past Presidents and Board Chairs, to advise the Chair and
the
Chief Executive Officer on issues of concern.
VI. NOMINATION AND ELECTION
OF DIRECTORS
- The Board
of Directors of the ISPA Foundation shall be elected at the Annual
General Meeting of the ISPA Foundation as provided herein.
Nomination for ISPA Foundation Board membership shall be open exclusively
to members of the Society
who are in good standing.
- Directors shall
serve for staggered three-year terms, beginning January 1
of the year following their election, with the terms of as close
to one-third
of the directors as may be reasonably possible consistent
with other provisions
of these by-laws, expiring each year.
- No member may
serve more than two consecutive three-year terms as a director
without which the member is not serving as a director, except that
a director
elected as Board Chair or Chair-Elect shall in all events
continue to serve on the
Board during those terms, and that the Immediate Past
Chair shall, if willing and able, continue to serve on the Board
ex-officio
for at least one year after
the conclusion of the member's tenure in office as Board Chair.
- It shall be
the responsibility of the Nominating Committee to solicit
and receive nominations from the membership, and upon assessing
the qualifications,
and verifying the eligibility and willingness of the nominees
to serve, to
select from such nominations a slate of nominees for all
of the expiring directorships, unless a lesser number shall have
been specified
by majority vote of the Board,
which slate is itself balanced to affirm and enhance the
internationalism and diversity of the ISPA Foundation Board.
- The report of
the Nominating Committee to the Annual General Meeting shall
include presentation of a slate of nominees for available
directorships. Upon motion and second to accept the report, the
majority vote
of the members present
and voting shall serve to elect the slate.
- Nominations
for the office of Director may also be made by petition signed
by not
less than twenty (20) members in good
standing whose dues are paid through
the date of the Annual General Meeting. No member may
sign more than one nominating petition for any slate. The petition
must
state that the member nominated has
agreed to the nomination. The petition shall be sent
to the chair
of the Nominating Committee in care of the ISPA Foundation
office and must be received not later
than ninety (90) days prior to the Annual General Meeting.
Any nomination made by petition shall be made known immediately
to the Nominating Committee, the
Board, and the Board Chair, and the details of members
nominated by petition shall be included in addition to the Nominating
Committee's
slate in the notice
packet for the Annual General Meeting
- In the event
the slate is not elected, the Chair shall place the individual
nominees from the slate into nomination, together with the names
of members
nominated by petition. Additional nominations of eligible
members present at the meeting may be made from the floor until
their number equals the number
of nominees carried over from the slate. Members nominated
from the floor must be seconded, must be present at the meeting,
and must affirm their willingness
to serve if elected. The Chair shall close nominations
at such time as the number of nominees accepted from the floor
equals the number of nominees carried
over from the slate, or at such time as no further nominations
are offered, whichever shall be sooner. After the nominations are
closed, the Chair may
recognize each nominee to make a brief statement, the length
of which shall be determined at the absolute discretion of the
Chair. Following the nominees'
statements, the nominees shall be voted upon individually
in the order of the nomination, beginning with those from the slate.
A majority of those present
and voting will serve to elect a nominee. Voting shall
conclude at such time as candidates have been elected to fill the
available number of seats on Board
of Directors, as determined by previous action of the Board
of Directors consistent with the limit established herein. In the
event the first round of balloting
does not fill the available number of seats previously
specified by the Board, the Chair shall entertain further nominations
to a maximum of twice the number
of available seats remaining, and the process shall be
repeated until all seats are filled or no further nominations are
offered.
- Any vacancy
on the Board of Directors, except those occurring within twelve
months of the next Annual General meeting or those occurring
through the normal completion of terms, may be filled by the vote
of a majority of the directors
present at any duly constituted meeting of the remaining
directors at which a quorum is present, unless a quorum is impossible
because of the number of
such vacancies may be filled by the majority vote of the
remaining directors present. The term of such election shall commence
immediately, and shall normally be
the remaining term of the vacated directorship, but may
be set at any length less than three years at the discretion of
the Board in order to equalize Board
classes.
VII. CHIEF
EXECUTIVE OFFICER OF THE ISPA FOUNDATION
- A Chief Executive
Officer shall be appointed and employed to serve as the Chief Executive
Officer of the Foundation by the Board of Directors
upon such terms
and compensation as it deems proper and advisable,
to manage the ISPA Foundation
consistent with the policy goals and operating budgets
established and approved by the Board. The Chief Executive Officer
of the ISPA Foundation
shall report
to the Board of Directors, and serve at their discretion.
- The Chief Executive Officer shall coordinate all the principal corporate, administrative,
and mission-related functions of the ISPA Foundation
including, but not limited
to, regional and international meetings, meetings of
the Board of Directors and committees of the Board; the management
of ISPA
Foundation office or offices
and employment of suitable staff; the membership functions
of the subsidiary Society; and shall oversee the publishing
of all print
materials of the ISPA
Foundation, including the ISPA Foundation's newsletter
and the annual membership directory.
- The Chief Executive Officer shall be the custodian of all records, books, documents
and papers of the ISPA Foundation.
- The Chief Executive Officer shall keep all financial records of the ISPA Foundation,
subject to regular review of the Treasurer and annual
review by designated CPA auditors, shall oversee compliance with
the tax laws of jurisdictions in
which the ISPA Foundation is active, and shall publish
the audited annual financial report for the inspection by the members.
- The Chief Executive Officer shall prepare such interim and annual financial statements
as may be required by the Board, and the annual budget, and shall
in monies for the ISPA Foundation in accordance with the
Treasurer's recommendation and Board approval.
- The Chief Executive Officer shall attend meetings of the Board of Directors and the
ISPA Foundation's Executive Committee in an ex-officio capacity,
unless
excused, with voice but no vote; and shall attend or
designate a staff member to attend meetings of other Board committees.
VIII. PROVISION FOR MANAGEMENT OF THE INTERNATIONAL SOCIETY FOR THE PERFORMING
ARTS
Effective October
22, 1996, the International Society for the Performing Arts (the "Society")
originally incorporated as a not-for-profit corporation
under the laws of the State
of New York March 7, 1949, became a subsidiary
of the ISPA Foundation, both organisations to be governed
by the Board of the ISPA Foundation, and managed by the Chief Executive Officer of the ISPA Foundation
consistent with their respective charitable purposes as prescribed
by law.
IX. SOCIETY MEMBERSHIP PROCEDURES and OBLIGATIONS
- Subject to
the specific provisions of Sections IX and X of these Bylaws, membership
in the subsidiary Society shall be open to all interested parties
with a professional involvement in the performing arts,
including but not limited
to directors and executive staff of concert and performance
halls, festivals, performing companies, artist managements and
artist competitions; government
cultural officials; and any other individual or organization
interested in enhancing the international development of the professional
performing arts
field. An applicant
for membership in the subsidiary Society must be of good character
and reputation.
- The Board
of Directors of the ISPA Foundation, in coordination with the Chief Executive Officer or such committee as may be established for purposes of
considering membership issues, may establish membership
qualifications for
the subsidiary Society so as to ensure support for
the mission and purposes of the ISPA Foundation, and shall establish
a suitable procedure for
membership applications.
- All applications
for membership shall be in writing on a form provided by
the ISPA Foundation, and shall be
directed to the Chief Executive Officer or such
committee as may be established for purposes of considering
membership issues.
- Membership in
the subsidiary Society is conferred by majority vote of the
Board of Directors of the ISPA Foundation,
and in normal
circumstances shall
remain valid upon regular payment of dues unless
revoked by action of the Board.
- The Chief Executive Officer shall notify applicants of the disposition of their
application for
membership.
- The annual dues
for membership in the subsidiary Society shall be established
by the Board of Directors of the
ISPA Foundation.
- Each applicant
for membership in the subsidiary Society shall pay one full
year's dues to cover
the
first year
of membership, which dues shall be refunded
to the applicant if the membership is not
approved by the Board. Each member's dues shall subsequently
be adjusted
so as to become payable on a calendar year
basis.
- For non-payment
of dues under normal conditions, a member may be dropped
from the membership rolls
of the
subsidiary
Society without action or notice.
- The Board of
Directors of the ISPA Foundation may also, by a vote of a
majority of directors, move to expel any member from the Society,
suspend
a
member on stated conditions and terms or censure a
member, by reason of that member's violation of the Bylaws, absence
of qualifications
for membership,
or misconduct tending to bring discredit upon the Society
or the performing arts field. In the case of a motion for expulsion,
suspension or censure, the
member must be given written notice of the cause for
such action,
a reasonable time in which to respond, and an opportunity
to appear in person before the
Board of the ISPA Foundation or a committee designated
by the Board Chair for this purpose to make a recommendation to
the Board.
Final adverse action following
such hearing shall require an affirmative vote by two-thirds
of the Board members then serving, and the Board's decision
shall be final. No publicity shall be
given to such disciplinary actions.
- Termination
of membership shall not affect the rights of the ISPA Foundation
to take action
to collect any dues or other monies which the member might
owe to the ISPA Foundation or the Society.
X. VOTING
AND PRIVILEGES OF SOCIETY MEMBERS
- Each organization
represented by one or more members of the subsidiary Society
shall be eligible to cast one vote for the election
of directors of the ISPA Foundation, and to cast one vote on behalf
of their organization
at the Annual
General Meeting of the ISPA Foundation. The right
of a
member's organization to vote shall cease immediately upon
failure to maintain
at least one fully
paid membership in the Society.
- Individual members
of the Society whose dues are not current at the time of
any Foundation activity shall forfeit
their individual rights as members,
including but not limited the right to attend
the Annual General Meeting of the ISPA Foundation, any right of
admission
to activities or access to services
restricted to members, and any applicable member discounts.
XI. MEMBERSHIP MEETINGS
AND ANNUAL GENERAL MEETING OF THE ISPA FOUNDATION
- An Annual
General Meeting of the ISPA Foundation, at which all full members
of the subsidiary Society whose dues have been
paid for the period in which said meeting is held may have voice,
shall be held each year at a time to be
determined by the Board of Directors, for the purpose
of electing directors and officers of the ISPA Foundation and for
the transaction of such other business
as may be properly brought before the meeting by
the voting membership. The exact time and place for the Annual
General Meeting of the ISPA Foundation
shall be determined by the Board of Directors,
and written notice shall be transmitted to each member of the subsidiary
Society at least 20 days prior
to the meeting.
- The presence
of voting delegates representing twenty organisations eligible
to vote under the provisions of these Bylaws shall constitute a
quorum for
the Annual General Meeting. When a quorum is present,
the act of the majority shall be the act
of the Meeting.
- Any member may
yield their vote by proxy to another member, or to the Secretary
of the Foundation, and such a proxy when verified
to the satisfaction of the presiding officer may be counted for
voting purposes consistent with the provisions
of Section X and XII, but not for purposes of establishing
a quorum at any meeting.
- A Special General
Meeting may be called by the Board of Directors at any time upon
proper notice consistent with that provided for the Annual General
Meeting. Such a meeting may also be noticed by
the Secretary upon written request
from delegates representing twenty organisations
eligible to vote under the provisions of these Bylaws, at any time.
- The presiding
officer at any duly noticed General Meeting shall be the ISPA Foundation
Board Chair or, in the elected Chair's absence, the Secretary
or, in their absence, an Acting Chair who is not
a candidate for any elective Foundation office at that meeting.
The Acting Chair shall be elected by a majority
of the voting delegates present. The Secretary
or, in the case of the Secretary's absence or service as Acting
Chair, an Acting Secretary designated by the presiding
officer of such a meeting, shall be responsible
for recording and submitting the accurate minutes of any such meeting.
- Consistent with
the specific provisions of this section, the order of business
for a General Meeting shall be determined by the presiding officer.
A
for the hearing and consideration of New Business items initiated from the
floor by voting delegates or members of the Society in attendance.
XII. AMENDMENTS TO BYLAWS
- These Bylaws
may be amended at any Annual General Meeting by a majority vote
of the members present and voting, providing such proposed amendment
shall
first have been approved by a majority of the
Board, and that written notice of the proposed changes has been
transmitted to the members by the Secretary
of the ISPA Foundation at least 30 days prior to the meeting.
- Any amendment
which will have the effect of increasing or decreasing the number
or compensation of directors, or which will substantially alter
any
provisions of sections II, IX or X of these bylaws,
relating to the mission, purpose and membership policies of the
ISPA Foundation and the subsidiary Society,
shall require the approval of two-thirds of the
full membership by written ballot within three months of notice
and transmittal of ballots.
- Amendments shall
become effective upon approval unless otherwise specified in their
text.
XIII. ASSETS, FUNDS AND
DISSOLUTION
- No director,
officer or employee of the ISPA Foundation shall have any right,
title or interest in any of the assets and funds of the ISPA Foundation.
All such assets and funds shall be owned exclusively by the ISPA
Foundation.
- No part of the
net earnings of the ISPA Foundation shall inure to the benefit
of any director or officer or to any private individual (except
that reasonable
compensation may be paid for services rendered
by a director or officer). Directors and officers may be reimbursed
for reasonable expenses incurred in the performance
of official duties.
- In case of dissolution of the ISPA Foundation, the assets remaining after
payment of its just debts and obligations shall be transferred to one or more
charitable, literary or educational organizations which qualify under the provisions
of Section 501(c)(3) of the Internal Revenue Code. Such organizations shall
be chosen by the Board of Directors, unless other determination is required
by governing law.
XIV. ACTION WITHOUT MEETING
Unanimous consent: Except as otherwise provided herein, any action required
or permitted to be taken by the Board of Directors or any committee may be
taken without a meeting if all members of the Board or the committee consent
in writing to the adoption without amendment of a resolution authorizing the
action. Such written consent may be given by prepared ballot, or transmitted
by electronic mail or fax to the ISPA Foundation office, which shall document
the votes and confirm same to the satisfaction of the Secretary, for recording
and reporting. The resolution and the written consents by members of the Board
or committee shall be filed with the minutes of the proceedings of the Board
or committee.
XV. ELECTRONIC COMMUNICATION
- Any written
notice required herein shall be deemed equally valid whether transmitted
by mail, fax, or electronic mail to an address or fax number shown
in the ISPA Foundation's records, provided
transmission is made in a timely
manner. Any written notice required of a
member shall be deemed equally valid whether transmitted by mail,
fax, or electronic mail to the ISPA Foundation's
established address or fax number, provided
it is received within the required time.
- Any member of
the Board of Directors or any committee may participate in a meeting
of such Board or committee by means of a conference telephone or
other communications equipment allowing all
persons participating in the meeting
to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
XVI. INDEMNIFICATION
The ISPA Foundation
shall maintain an "Officers and Directors" liability
insurance policy. Indemnification shall be
as provided for in the ISPA Foundation's Articles of Incorporation.
XVII. AUTHORITY
Meetings shall
be governed by the procedures established in "21st Century
Robert's Rules of Order" except where
they are contradicted by any specific provision
of these Bylaws.
XVIII. FISCAL YEAR
Beginning after the partial-year period between April 1, 2001 and December
31, 2001 the fiscal year of the ISPA Foundation shall be January 1 through
December 31.
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