Author: Diana Redger
Last saved by: Diana

ByLaws
Of
KANSAS BPW LOAN AND SCHOLARSHIP EDUCATIONAL FOUNDATION, INC.
(A Not-For-Profit Corporation)

ARTICLE I

OFFICES

	The principal office of the corporation shall be located in the City of Bonner Springs, County of Wyandotte, and State of Kansas.  The corporation may have such other offices, either within or without the State of Kansas, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.
	The corporation will have and continuously maintain a registered office and a registered agent whose office is identical with the registered office.  The registered office may be, but need not be identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE II
MEMBERS
	The members of the corporation shall consist of all members in good standing of the Kansas Federation of Business and Professional Women’s Clubs (BPW/Kansas).  Membership in this corporation is not transferable nor assignable.
ARTICLE III
MEETING OF MEMBERS
	Section 1.  Annual Meeting.  An annual meeting of the members will be held each year at a place and on a date to be approved by the Board of Directors, but usually to be held in conjunction with the State Convention of BPW/Kansas.  The purpose of the annual meeting of members is to elect Directors and to transact any other matters, if any, as may properly come before the members.
	Section 2.  Notice of Meetings.  Written notice stating the place, day and hour of any meeting of members will be delivered, either personally or by mail to each local organization president of BPW/Kansas for distribution to all members not less than ten (10) nor more than fifty (50) days before the day of the meeting, by or at the direction of the President or Secretary, or the officer or persons calling the meeting.  In case of a special meeting, or when required by statute or these bylaws, the purpose or purposes for which the meeting is called will be stated in the notice.  If mailed, the notice of a meeting will be deemed to be delivered when deposited in the United States mail addressed to each of the above named presidents of local organizations of BPW/Kansas, at the address as it appears on the records of the corporation, with postage prepaid.
	Section 3.  Voting.  The voting body shall consist of delegates to the BPW/Kansas State Convention who have paid their registration fee and are members of BPW/Kansas in good standing.  No voting by proxy shall be allowed.
	Section 4.  Quorum.  A quorum for the annual meeting shall consist of two-thirds (2/3) of the accredited delegates present at the annual meeting.
ARTICLE IV
BOARD OF DIRECTORS
	Section 1.  General Powers.  The affairs of this corporation will be managed by its Board of Directors.  All corporate powers shall be exercised by or under the authority of the Board of Directors, subject to the limitations of the Articles of Incorporation, these Bylaws, and the Kansas Corporation Act concerning corporate action that must be authorized or approved by the members of the corporation.
	Section 2.  Specific Duties.  The Board of Directors will adopt and follow a current manual of policy and procedures.  Such policy and procedures may be changed from time to time by the Board of Directors of this corporation.
	Section 3.  Number, Qualifications, Election and Tenure.  The number of Directors shall be not less than three nor more than nine.  The number of Directors may be increased or decreased from time to time by election in accordance with these bylaws.  Directors must be members in good standing of BPW/Kansas.  Directors shall be elected by a majority vote of the voting body as set out in Article III, Section 3, and nominations for candidates for Director shall be solicited and published to the members by the Secretary of this corporation, or from nominations made at the annual meeting.  Each Director shall hold office until the third annual meeting next succeeding that Director’s election and until a successor is elected and qualified, or until removal from office, resignation, or death.  The Directors shall be elected so that there are three classes of Directors, having staggered terms approximately one-third (1/3) of which expire each year.
	Section 4.  Regular Meetings.  Regular meetings of the Board of Directors shall be held at least twice yearly at such time and at such place as shall be determined from time to time by the President of the Board of Directors, or in the President’s absence, by the Vice President.
	Section 5.  Annual Meetings.  The Board of Directors shall hold its annual meeting at the same time and place as the annual meeting of members.  The annual meeting shall be for the purpose of election of officers and the transaction of such other business as may come before the meeting.  Notice of the annual meeting of the Board of Directors need not be given.
	Section 6.  Special Meetings.  Special meetings of the Board of Directors may be called by the President of the Board or any two (2) Directors.  The person or persons authorized to call special meetings of the Board of Directors may fix a reasonable time and place for holding them.
	Section 7.  Telephone Meetings.  Directors may participate in meeting of the Board of Directors by means of a conference telephone or similar communication equipment by which all persons participating can hear each other at the same time, and participation by such means shall constitute presence in person at such a meeting.
	Section 8.  Action Without Meeting.  Any action of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken signed by all of the Directors is filed in the minutes of the Board of Directors.  Such consent shall have the same effect as a unanimous vote.
	Section 9.  Notice.  Notice of any regular meeting shall be given to each Director at least ten (10) days prior thereto by written notice delivered personally, by mail or by email to each Director.  Notice of any special meeting of the Board of Directors shall be given by mail, e-mail or telephone to each Director at least three (3) days prior to the meeting.  If mailed, such notice will be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid.  If notice is given by email, such notice will be deemed to be delivered when the email is sent to the director’s email address.  Any Director may waive notice of any meeting.  The attendance of a Director at any meeting will constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice at such meeting, unless specifically required by law or by these bylaws.
	Section 10.  Quorum and Voting.  A majority of the Board of Directors will constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
	Section 11.  Manner of Acting.  The act of a majority of the Directors present at the meeting at which a quorum is present will be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
	Section 12.  Vacancies.  Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors.  A Director elected to fill a vacancy will be elected for the unexpired term of the predecessor in office.
	Section 13.  Removal.  Any Director may be removed from office, with or without cause, by vote of a majority of the Board of Directors present at a duly called meeting.  The vacancy shall be filled in accordance with the provisions of these bylaws for vacancies.  Unexcused absence of a Director from two meetings of the Board of Directors in any period of twelve (12) months (except where leaves of absence have been granted) shall result in a mandatory review of the Director by the whole Board of Directors, who shall then vote for or against removal of  the Director from the Board.  The decision of the Board of Directors shall be conveyed in writing to the Director.
	Section 14.  Compensation.  Directors as such will not receive any compensation for their services.
ARTICLE V
OFFICERS
	Section 1.  Officers.  The officers of this corporation shall be a President, Vice President, Secretary and Treasurer, each of whom shall be elected by and from the Board of Directors.  The President shall be the Chairman of the Board of Directors and the Vice President shall be the Vice Chairman of the Board of Directors.  Such other officers and assistant officers as may be deemed appropriate may be elected by and from the Board of Directors from time to time.  Any two or more offices may be held by the same person.  All officers must be Directors of the corporation.
	Section 2.  Election and Term of Office.  The officers of the corporation shall be elected annually by a majority vote of the Directors present at the annual meeting of the Board of Directors.  If the election of officers will not be held at such meeting, such election will be held as soon thereafter as is convenient.  Each officer shall hold office until a successor will have been duly elected and qualified.
	Section 3.  Removal.  Any officer may be removed from office at any time, with or without cause, by affirmative vote of a majority of the Board of Directors whenever, in its judgment, the best interests of the corporation will be served thereby.  Such removal shall be without prejudice to any contract rights of the person so removed, but election of an officer shall not of itself create contract rights.
	Section 4.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
	Section 5.  President.  The President will be the principal executive officer of this corporation and will in general supervise and control all of the business and affairs of the corporation.  The President will preside at all meetings of the members and of the Board of Directors.  The President may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general will perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
	Section 6.  Vice President.  In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President will perform the duties of the President, and when so acting, will have all the powers of and be subject to all the restrictions upon the President.  The Vice President will perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
	Section 7.  Treasurer.  If required by the Board of Directors, the Treasurer will give a bond for the faithful discharge of the treasurer’s duties in such sum and with such surety or sureties as the Board of Director determines.  The treasurer will have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as are selected in accordance with the provisions of Article VI of these bylaws, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.
	Section 8.  Secretary.  The Secretary will keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal, is duly authorized in accordance with provisions of these bylaws; keep a register of the post office addresses of each member which shall be obtained by the Secretary from the Executive Secretary of BPW/Kansas; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
ARTICLE VI
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
	Section 1.  Contracts.  The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
	Section 2.  Checks, Drafts, Etc.  All checks, drafts, or orders for payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer.
	Section 3.  Deposits.  All funds of the corporation shall be deposited promptly to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
	Section 4.  Gifts.  The Board of Directors may accept on behalf of the corporation any contributions, gift, bequest or devise for the general purpose or for any special purpose of the corporation.
ARTICLE VII
BOOKS AND RECORDS
	The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and any committee having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members.  Any person who is a member of the corporation shall have the right, for any proper purpose and at any reasonable time, on written demand stating the purpose thereof, to examine and make copies from the relevant books and records of accounts, minutes, and records of the corporation.  Upon the written request of any member, the corporation shall mail to such member a copy of the most recent balance sheet and revenue and disbursement statement.  If such request is received by the corporation before such financial statements are available for its last fiscal year, the corporation shall mail such financial statements as soon as they become available.  In any event, the financial statements must be mailed within four months after the close of the last fiscal year.  Additionally, balance sheets and revenue and disbursement statements shall be filed in the registered office or principal place of business of the corporation and shall be kept for at least five years and shall be subject to inspection during business hours by any member, in person or by agent.
ARTICLE VIII
NONPROFIT OPERATION
	Section 1.  The corporation will not have or issue shares of stock.  No dividends will be paid.  No part of the income or assets of the corporation will be distributed to its members, Directors or Officers without full consideration, and then only as may be distributed under Article IV, Section 2.  No member of the corporation has any vested right, interest or privilege in or to the assets, property, functions or activities of the corporation.  The corporation may contract in due course with its members, Directors and Officers without violating this provision.
	Section 2.  (A)  The corporation will distribute its income for each tax year at such time and in such manner so that it will not become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code, or corresponding provisions of any later federal tax laws.
		      (B)  The corporation will not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code, or corresponding provisions of any later federal tax laws.
		      (C)  The corporation will not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code, or corresponding provisions of any later federal tax laws.
		      (D)  The corporation will not make any investments in a manner that would subject it to tax under Section 4944 of the Internal Revenue Code, or corresponding provisions of any later federal tax laws.
		       (E)  The corporation will not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code, or corresponding provisions of any later federal tax laws.
ARTICLE IX
FISCAL YEAR
	The fiscal year of the corporation shall be the period from the first day of June through the last day of May.
ARTICLE X
SEAL
	The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal.”
ARTICLE XI
INDEMNIFICATION
	The corporation shall indemnify each Officer and Director, including former Officers and Directors, to the full extent permitted by the Kansas Corporation Act.
ARTICLE XII
AMENDMENTS
	These bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors at any meeting, provided, however, that notice of the proposed action shall have been given to all Directors.
ARTICLE XIII
PARLIAMENTARY PROCEDURE
	The current edition of Roberts Rules of Order (Newly Revised) shall apply to meetings of members, Directors and any committees to the extent that such rules are consistent with these bylaws and with the rules and policies of the Board of Directors.

Revised March 2010