ARTICLE I - NAME AND LOCATION
Section 1. Name - The name and title by which this organization shall be known is the Saint Louis Planned Giving Council (hereinafter referred to as the Council).
Section 2. Location - The principal place of business and records of the Council shall be located in Saint Louis, Missouri.
Section 3. Non-incorporation - The Council is a non-incorporated entity and is an affiliated council of the Partnership for Philanthropic Planning (hereinafter referred to as PPP).
Section 4. Partnership for Philanthropic Planning - PPP is a public benefit corporation, as defined in Section 501(c)(3) of the Internal Revenue Code, and is located in Indianapolis, Indiana. The objectives and purposes of PPP are to facilitate, coordinate, and encourage the education and training of the planned giving community, and to facilitate effective communication among the many different professionals in the community.
ARTICLE II - NOT-FOR-PROFIT PURPOSES
Section 1. Internal Revenue Code Section 501(c)3 Purposes - In accordance with the PPP's group exemption, the Council is exempt from taxation under Section 501(c) 3 of the Internal Revenue Code.
Section 2. Mission Statement - The Saint Louis Planned Giving Council exists to facilitate charitable gift planning and enhance its value to donors and recipients.
ARTICLE III - MODEL STANDARDS OF PRACTICE
Members of the Council are expected to adhere to the Model Standards of Practice for the Charitable Gift Planner (first adopted by the PPP and the American Council on Gift Annuities in May 1991 and subsequently revised).
ARTICLE IV - MEMBERSHIP
Section 1. Membership
(A) Individual Membership - Membership is available only to individuals and is not transferable to other individuals unless approved by PPP and the Council administrator. Individuals shall be provided Council membership if they subscribe to the objectives, philosophies, policies and procedures of PPP, are Individual Members of PPP, and are approved by the Council Board of Directors.
(B) Membership List - The names and addresses of the membership are the property of the Council and cannot be used without the express consent of the Council Board of Directors.
Section 2. Procedures - The Council Board of Directors shall determine the rights of members, including voting privileges, eligibility for membership, 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. The Council Board of Directors shall establish procedures for determining Council dues.
Section 3. Dues - The annual dues for membership in the Council shall be reviewed annually by the Council Board of Directors. A change in the amount of the annual dues of the Council shall be recommended to the membership by the Council Board of Directors at the Annual Meeting requiring approval by a simple majority of members present and voting. Council dues shall be in addition to annual fees for Individual membership in PPP.
Members of the Council shall pay annual fees to PPP on an anniversary system in amounts to be determined from time to time by PPP. Members shall pay annual dues to the Council (together with their annual fees to PPP on the same anniversary system) in amounts to be determined from time to time by the Council Board of Directors according to the requirements of the Council. Fees and dues shall not be prorated.
Section 4. Grace Period - In accordance with standards established by the PPP, Council members shall be allowed a specified grace period for the payment of PPP fees and Council dues and shall be in arrears thereafter. The Council treasurer shall follow the collection policies established by PPP.
Section 5. Reinstatement - Lapsed members may be reinstated upon payment of both PPP fees and Council dues.
Section 6. Voting - Each member of the Council whose dues and fees are current and who is present at a membership meeting of the Council shall be entitled to one vote.
Section 7. Removal - A member may lose membership benefits by an affirmative vote of a majority of directors if eligibility requirements are no longer met.
ARTICLE V - MEETINGS OF MEMBERSHIP
Section 1. Regular Meetings - Regular meetings of the Council shall be held as required by law on such dates and at such times and places as the Council Board of Directors shall determine. Notice of regular meetings shall be given to the members at least ten (10) days prior to the meeting. Special educational events and charitable activities in addition to the regular program meetings may be scheduled.
Section 2. Special Meetings - Special meetings may be called by the Council Board of Directors, or by petition of 25% of the membership delivered to the Vice President - Administration. Notice of special meetings shall be given to members at least ten (10) days prior to the meeting.
Section 3. Annual Meeting - There shall be a regularly scheduled meeting once every twelve (12) months to be known as the Annual Meeting. It shall be for the purposes of conducting business as determined by the Council Board of Directors.
Section 4. Quorum - Twenty-five percent (25%) of the members of the Council constitute a quorum.
ARTICLE VI - COUNCIL OFFICERS
Section 1. Officers - The officers of the Council shall be a President, President-Elect, Vice President-Administration, Vice President-Finance, Vice President-Communication, and Vice President-Education. All officers shall be members of the Council 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 Council.
Section 2. Election
(A) The officers shall be elected by ballot to serve for one (1) year or until their successors are elected, and their term of office shall begin at the beginning of the fiscal year. A majority vote shall elect.
(B) Term of Office - All officers shall hold office for one (1) year beginning on July 1, immediately following their election (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 (2) consecutive terms in the same office.
Section 3. PPP Council Summit - The Council, as a Council Member of the PPP, is entitled to representation at the PPP Council Summit or similar PPP meeting based on the Council's total members in good standing. Delegates shall be the Council President and/or designee subject to approval by the Council Board of Directors.
Section 4. Resignations - Any officer may resign at any time by serving written notice to the President or Council 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 Council Board of Directors.
Section 5. Vacancies - In case of resignation of an officer of the Council or if for any other reason, including ineligibility, an officer is unable to complete the term, the Nominating Committee shall present a candidate for consideration by the Council Board of Directors. The Council Board shall elect a successor to complete the unexpired term. Completing the unexpired term will not be considered the successor Officer’s first term. If the office of President becomes vacant, the President-Elect 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.
Section 6. President of the Council - The President of the Council shall have all the powers and shall perform all the duties commonly incident to and vested in the office of the president of the Board of Directors of a corporation including, but not limited to, chairing all meetings of the Board of Directors and the Council, 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 Council. The President shall have the power to appoint the standing committees listed in Article VIII. The President shall have the power to appoint such other ad hoc committees as the President considers necessary, subject to the approval of the Council Board. The President shall also perform such other duties as the Council Board of Directors may designate and shall serve ex officio on all standing committees.
Section 7. President-Elect - The President-Elect shall perform all duties of the President during the absence or disability of the President and perform such other duties as the President and the Council Board of Directors may designate.
Section 8. Vice President-Finance - The Vice President-Finance shall ensure the fiscal integrity of the Council, and shall have all the powers and shall perform all the duties commonly incident to and vested in the office of the treasurer of a corporation and other such duties as the President or Council Board of Directors may designate. The Vice President-Finance shall be responsible, either personally or by oversight of the work of the Council administrator or outside accountant hired by the Council Board, for carrying out all duties and responsibilities with regard to fiscal matters of the Council, including but not limited to monitoring all receipts and disbursements, maintaining adequate records of the Council’s funds, filing of required reports, preparing the Council budget, and completing the annual audit. The Vice President-Finance shall also oversee the work of the Resource Development committee.
Section 9. Vice President-Administration - The Vice President-Administration shall have all the powers and shall perform all the duties commonly incident to and vested in the office of secretary of a corporation as defined by state law, and further such duties as the President and Council Board of Directors may designate. The Vice President-Administration shall be responsible, either personally or by oversight of the work of a Council administrator hired by the Council Board, for carrying out all duties and responsibilities with regard to administrative matters of the Council, including but not limited to sending notices of all meetings, supervising the nomination and election process, maintaining the Council’s Operating Principles and related policies and procedures, and keeping of all meeting minutes. The Vice President-Administration shall also oversee the work of the Membership and Awards committees. Records maintained by the Vice President-Administration shall be made available to any member.
Section 10. Vice President-Education - The Vice President-Education shall be responsible, either personally or by oversight of the work of a Council administrator hired by the Council Board, for planning and implementation of all the educational offerings of the Council and further such duties as the President and Council Board of Directors may designate. The Vice President-Education shall serve as Chair of the Program committee and shall also oversee the work of the Legal and Accreditations committee and the Conference committee.
Section 11. Vice President-Communication - The Vice President-Communication shall be responsible, either personally or by oversight of the work of a Council administrator hired by the Council Board, for the outreach and public relations of the Council and any and all marketing and communications from the Council and further such duties as the President and Council Board of Directors may designate. The Vice President-Communication shall serve as Chair of the Communication and Marketing committee.
Section 12. Nominating Committee - The Nominating Committee shall consist of the Immediate Past President as Chair, the current Council President, the President-Elect, and at least one member who is not a current Director. If the Immediate Past President cannot serve as Chair, the President shall look to other Past Presidents or appropriate former Board member to serve as Chair.
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 Council Board of Directors and among the Officers to be presented to the Annual Meeting of the Council. The term of office for members of the Nominating Committee shall be one (1) year. Additional nominations may be made from the floor at the Annual Meeting. The Nominating Committee shall send by email or other appropriate medium a slate of nominees to all Council members at least thirty (30) days prior to the Annual Meeting.
Section 13. Elections - The Council Membership shall vote on the slate of nominees provided by the Nominating Committee, either by ballot at the Annual Meeting or by returning the ballot by email or other appropriate medium to the Council administrator no later than the date of Annual Meeting of the Council. The approval of the slate of nominees shall require a vote of twenty-five percent (25%) of the members of the Council.
ARTICLE VII - COUNCIL BOARD OF DIRECTORS
Section 1. Composition - The Council Board of Directors shall consist of no less than nine (9) nor more than fifteen (15) individuals (including officers) who shall be elected by the voting members of the Council. Directors shall serve without compensation.
In addition to the duly elected officers of the Council, the Council Board shall include the immediate Past President, and may include chairs of standing committees and chairs of ad hoc committees.
No more than two (2) members of the Council Board may be employed by the same organization or institution.
Section 2. General Authority - There shall be a Board of Directors of the Council which shall: manage, supervise and control the business, property and affairs of the Council; be vested with the powers possessed by the Council itself, including the powers to: determine the policies of the Council; prosecute its purposes; appoint and remunerate agents; collect and disburse the funds of the Council; adopt such rules and regulations for the conduct of its business; supervise the affairs of the Council between Council meetings; have the power to fix the dates, times, and places of its meetings. No action taken by the Council Board of Directors shall conflict with action taken by the Council or the PPP Board of Directors.
The Council Board of Directors shall be subject to the order of the Council, and may delegate responsibilities as shall be deemed advisable insofar as such delegation of authority is not inconsistent with nor repugnant to the Operating Principles of the Council (in their present form or as they may be amended) or to any applicable law.
Section 3. Council Board of Director Meetings
(A) Regular Meeting(s) - The Council Board of Directors shall meet as required by law and at least quarterly on such dates and at such times and places as the Council Board of Directors shall determine. Additional regular meetings may be held as determined and scheduled by the Council Board of Directors. Notice of regular meetings shall be given to members at least ten (10) days prior to the meeting.
(B) Special Meetings - Special meetings may be called as provided by the Council's Operating Principles, at the discretion of the President of the Council, by a majority of the Council Executive Committee, or by a majority of the voting members of the Council Board of Directors then in office, to be held at such time, day, and place as shall be designated in the notice of the meetings as described in Article VII, Section 3(C) of these Operating Principles.
(C) Notice - Notice of the time, day, and place of any meeting of the Council Board of Directors shall be given at least ten (10) days in advance by notice sent by e-mail, or other appropriate medium to each Director. The purpose or purposes for which a special meeting is called shall be stated in the notice.
Section 4. Quorum - Fifty percent (50%) of the duly elected members of the Council Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Council Board of Directors.
Section 5. Term of Office - All Directors shall serve for three (3) years beginning in July following election. No Director shall be eligible to serve more than two (2) consecutive terms on the Board. One-third of the Directors are to be elected each year or as nearly as possible to maintain continuity of Board membership.
Section 6. Conflict of Interest - All Directors shall strive to avoid any conflict between his or her individual interests and the interests of The Council in each action taken on behalf of The Council. All Directors shall sign a Conflicts of Interest and Confidential Information Agreement.
Section 7. Vacancies - When a vacancy occurs on the Council Board of Directors, notice of the vacancy shall be publicized to members (through email or other appropriate medium) inviting interested members to indicate their willingness to serve and/or inviting members to suggest names to fill the vacancy. The Nominating Committee shall review the suggested names and present a candidate for consideration by the Council Board of Directors. The Council Board shall elect a successor to complete the unexpired term. Completing the unexpired term will not be considered the successor member’s first term.
ARTICLE VIII - COMMITTEES
Section 1. Executive Committee - The Council Executive Committee shall be composed of the officers as identified in Article VI of these bylaws. The Council Executive Committee shall convene upon the call of the Chair as needed. The duties of the Council Executive Committee shall include: interim decision-making when necessary between meetings of the Council Board of Directors, subject to subsequent ratification by the Council Board of Directors; setting the agenda for the Board; and fiduciary overview of the operations and budget of the Council. Four (4) members shall constitute a quorum of the Council Executive Committee for any meeting.
Section 2. Standing Committees - Functions of standing Committees - The President shall be an ex officio member of all committees. The President shall appoint a chair to each of the Council standing and ad hoc committees.
(A) Membership - It is recommended that the Membership Committee shall consist of a Chair and a committee of Council members selected by the Chair. Membership promotes membership and diversity, maintains an accurate mailing list, manages the publication of the Council's directory, monitors renewals and reconciles Council and PPP membership records. The committee may also serve as a member recruitment, welcoming and retention committee.
(B) Communications and Marketing - It is recommended that the Communications and Marketing Committee shall consist of the Vice President-Communication as Chair and a committee of Council members selected by the Chair. Communications and Marketing shall develop and carry out a program of publicity and public relations consistent with the aims and purposes of the Council and PPP, and shall be responsible for notifying members about meetings, events or activities. This may include a monthly newsletter with meeting notices, brochures for membership recruitment and other purposes, and maintaining and improving the Council website.
(C) Legal and Accreditations - It is recommended that the Legal and Accreditations Committee shall consist of a Chair and a committee of Council members selected by the Chair. Legal and Accreditations Committee shall be responsible for monitoring state legislation and regulation, communicating this information to members, ensuring the filing of appropriate continuing education credit for all programs, and coordinating local activities with PPP's efforts.
(D) Program - It is recommended that the Program Committee shall consist of the Vice President-Education as Chair and a committee of Council members selected by the Chair. The Program Committee shall develop and execute informative and educational programs for the membership meetings of the Council. They shall initiate forums, symposiums and other types of meetings for the benefit of the membership of the Council. They shall be responsible for securing necessary facilities for meetings, arrangements for food, providing equipment for speakers, and assuring that travel, lodging and hospitality for speakers from out-of-town are arranged.
(E) Founders Award - The Founders Award is intended to acknowledge and celebrate a member, who through leadership in the promotion and support of planned giving, best reflects the spirit of professionalism, fellowship, and community service found in the Council’s original founders. The recipient of this award is selected by the Board of Directors from nominations submitted by the membership.
(F) Resource Development - It is recommended that the Resource Development Committee shall consist of a Chair and a committee of Council members selected by the Chair. The Resource Development Committee shall secure funds by marketing and soliciting sponsorships in support of Council activities.
(G) Other Committees - The Council's Board of Directors shall establish such other standing committees or special committees as they deem necessary to carry on the work of the Council.
ARTICLE IX - PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern the Council in all cases to which they are applicable and in which they are not inconsistent with these Operating Principles or any special rules of order the Council may adopt.
ARTICLE X - Internal Revenue Code 501 (C)(3) TAX EXEMPTION PROVISIONS
Section 1. Limitations - The Council shall use its funds only to accomplish the objectives and purposes specified in these Operating Principles, and no part of the net earnings, gains or assets of the Council 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 Council is authorized and empowered to pay reasonable compensation for services rendered by outside providers. Members of the Council Board of Directors shall be entitled to reimbursement for reasonable expenses incurred individually in carrying out the work of the Council.
Section 2. Dissolution - On dissolution (or final liquidation of the Council), any remaining assets shall, after payment or the making of provision for payment of all the lawful debts and liabilities of the Council, be distributed to the nearest PPP Council, or to PPP or to one or more regularly organized and qualified not-for-profit organizations to be selected by the Council Board of Directors in conformance with these Operating Principles. A final report shall be filed with the PPP Office indicating the date and nature of dissolution; an account of the vote for dissolution; the disposition of assets and liabilities; and any action which may be pending.
ARTICLE XI - REVIEW AND AMENDMENT OF OPERATING PRINCIPLES
Section 1. Amendment - These Operating Principles may be amended at any regular meeting of the Council by a two-thirds vote, provided that the amendment has been submitted in writing at the previous regular meeting.
Section 2. Review - Prior to each Annual Meeting, the Council Executive Committee or Council Board of Directors shall review these Operating Principles and suggest any necessary changes thereto.
ARTICLE XII - FISCAL YEAR
The fiscal year of the Council shall commence on July 1 and terminate on June 30.
ARTICLE XIII - INDEMNIFICATION
Section 1. Non-Liability of Directors - Members of the Council Board of Directors shall not be personally liable for the debts, liabilities, or other obligations of the Council.
Section 2. Indemnification by Council of Directors and Officers - The Directors and Officers of the Council shall be indemnified by the Council to the fullest extent permissible under the laws of this state.
Section 3. Insurance for Council Agents - The Council Board of Directors shall purchase Directors and Officers Liability Insurance and fulfill the requirements to maintain the policy in a current and timely fashion.