LISLE INC. BYLAWS
As adopted October 1998 and amended September 2018
Article One: Name
- The name of this organization shall be Lisle, Inc.
Article Two: Objectives
The particular objectives for which this non-profit membership association is formed are as follows:
a) To foster the development of individuals through work in intercultural relationships.
b) To provide practical experience in creative leadership through participation in community activities.
c) To extend the principle and practice of inclusive friendships based on full recognition of the value of every human being.
d) To lend assistance to campus and community groups working for the furtherance of the purposes herein before set forth .
e) To promote understanding of the complex relationships in modern world life, and to foster world-mindedness in social attitudes and actions.
f) To acquire by purchase or gift real and personal property and to sell, lease, mortgage, exchange or otherwise deal in and with real and personal property solely for its own use, benefit, and purpose.
Article Three: Membership
A. Membership shall consist of the following classes:
- Alumni/ae of Lisle units or affiliated project of the corporation shall be members of the corporation unless they express in writing their desire to withdraw from membership. Persons who have been accepted for membership in a Lisle unit or affiliated project and who have participated therein shall be deemed alumni/ae.
- Other individuals who wish to support the objectives and principles of Lisle, Inc., may apply for membership through the Lisle Office.
- Voting members are those who annually return membership forms to the Lisle Office.
- Any organization may become a member by expressing its adherence to the objectives and principles of Lisle, Inc.
B. Every individual and organization member shall have the right to cast one vote at membership meetings and in mail-votes which may be requested of the membership.
C. Every individual member shall have the right to hold office.
Article Four: Meetings
A. Meetings of the Corporation:
The Annual Meeting of the Corporation shall be held no less than once
per calendar year. Special meetings of the Corporation may be called at such times as the same may be deemed necessary, upon giving to each member entitled to vote at such meeting a notice thereof, not less than 10 days before the meeting. The notice shall state the purpose or purposes for which the meeting is called, the time when and place where it is to be held, and shall be served personally or by mail (or electronic mail) upon each member. Board members and any Lisle Members in attendance at any Annual or Special Meeting shall constitute a quorum. Resolutions may be adopted and actions taken by a majority of those present. A Lisle Member may vote by a written proxy at any Annual or Special Meeting of the Corporation.
B. Meetings of the Board of Directors:
The Board of Directors shall usually hold regular
meetings each calendar year. A regular meeting shall be held in conjunction with an Annual Meeting of the Corporation and at said meeting officers shall be elected for the ensuing year.
Special meetings of the Board may be called by the Directors from time to
time as they deem necessary. Notice of the place, date and time of said
meetings of the Board shall be mailed to each Director at his address as it
appears on the books of the corporation, at least 10 calendar days prior to the date set for such meeting.
Meetings may be held in person, via electronic or telephone connection. Minutes shall be kept of regular meeting and at all meetings where significant decisions are taken by the Board.
Article Five: Board of Directors
A. The Board of Directors shall consist of the persons named in the Certificate of Incorporation or their successors. The Board of Directors shall consist of not less than eleven nor more than thirty-six members so divided into classes that the terms, as nearly as possible of one third of them shall expire each year. At each Annual Meeting of the Corporation the precise number of Board members for the ensuing year shall be determined within these limits.
B. The members of the Board of Directors shall enter upon the performance of their duties immediately following the Annual Meeting, and shall continue in office until their successors are duly elected and qualified.
C. The Board of Directors shall have the power to fill , for the unexpired term, any vacancy occurring among its members or officers.
D. At least 60 days prior to the Annual Meeting, the Board of Directors shall
name a Nominating Committee, which shall prepare and present to the
Annual Meeting nominations of persons who shall succeed the Directors
whose terms have expired.
E. Four Directors shall constitute a quorum for the transaction of all business of the corporation; and the action or vote of a majority of Directors present at any duly called meeting shall constitute the action of the Board. Appearance at a meeting by Directors may be in-person or by telephone or electronic connection for purposes of establishing a quorum for a meeting.
F. The Board of Directors shall have the power to appoint an Executive
Committee as provided in Article Seven.
G. The Board of Directors shall have general charge and supervision of the
affairs and business of the corporation and shall exercise all rights, powers
and privileges thereof, subject to the by-laws of the corporation. It shall have general charge of, and supervision over, all properties belonging to the corporation, and in its judgment and discretion may make proper investment thereof; and it may buy and sell property, real or personal.
H. Each Director shall serve on at least one Board Committee.
I. Directors are expected to adhere to Board policies regarding attendance and service on committees.
Article Six: Officers
At the first regular meeting of the Board of Directors following the Annual
Meeting, the following officers shall be elected from the members of the Board of Directors.
A. President, whose duty it shall be to call meetings of the Board as deemed
necessary. Meetings shall usually be held three times a year but no less than
two yearly. The President shall also call meetings upon a written request of one-third (1/3) of the members of the Board and shall preside at all meetings of the Board and at the Annual Meeting of the Corporation and perform such other duties as the Board shall from time to time direct.
B. Vice-President , whose duty it shall be to perform the duties of the president in case of that person’s absence or incapacity, and also perform such other duties as the Board shall from time to time direct.
C. Secretary, whose duty it shall be to record the minutes of all meetings of the Board, Annual Meeting, and Executive Committee and send proper notices of all such meetings.
D. Treasurer, under the direction of the Board of Directors, shall be responsible for the funds of the corporation. The Treasurer or other persons designated by the Board of Directors shall disburse the funds of this corporation taking proper vouchers for such disbursements and shall make a complete and accurate report of the finances of this Corporation at each annual meeting of the corporation or at any time, upon request, to the Board of Directors.
E. Executive Director. The Board of Directors shall have the power to designate one of its members, or any member of the Corporation, as Executive Director of the corporation who shall have the responsibility to manage and conduct the affairs of the Corporation, subject to the power of the Board of Directors; and whose duties shall be to coordinate the various activities and departments of the corporation.
Salaries
The officers, agents or employees of the Corporation shall receive such salary or compensation as may be determined by the Board of Directors, or the Executive Committee; and the fact that any officer, agent or employee is a Director shall not preclude these persons from receiving a salary or compensation, or from voting upon a resolution providing the same.
Article Seven: Executive Committee
The Executive Committee shall be comprised of the officers of the Corporation and any other persons designated by the Board of Directors. The duties of the Executive Committee shall be to carry on the work of the Corporation during the period between meetings of the Board. The President shall have the duty of calling meetings of the Executive Committee as deemed necessary or as requested by the Board of Directors.
Article Eight: Committees
The President shall have the power, immediately following the Annual Meeting, and after due consultation with the Executive Committee to name members for the following committees:
A. Program
B. Nominations and Board Development
C. Publicity and Recruitment
D. Finance
E. Such other committees as the Board may deem necessary from time to time.
After these committees have been appointed and constituted, they shall be
responsible for their respective duties, and shall report to the Executive
Committee and Board from time to time as the circumstances may require.
Article Nine: Amendments
These by-laws may be amended, repealed, or altered in whole or in part by a majority of the members present at any meeting of the Corporation called for such purpose. Notification of proposed changes in the Bylaws should be sent out to the corporation not less than one month in advance of the meeting.
Article Ten: International Advisory Council
A. The Board of Directors may establish an International Advisory Council.
B. The Board of Directors may appoint any person recommended by any member of the corporation to the International Advisory Council.
C. Members of the International Advisory Council may attend meetings of the Board of Directors, speak, but have no vote.
D. The purpose of the International Advisory Council shall be to render advice and leadership in all activities of the corporation.