BY-LAWS TABLE OF CONTENTS
- ARTICLE I: CORPORATE NAME & SEAL
- ARTICLE II: BOARD OF DIRECTORS / EXECUTIVE COMMETTE
- ARTICLE III: OFFICE, STRUCTURE & PURPOSE
- ARTICLE IV: QUALIFICATIONS & MEMBERSHIP
- ARTICLE V: MEETINGS
- ARTICLE VI: ELECTION OF OFFICERS
- ARTICLE VII: COMMITEES & APPOINTMENST
- ARTICLE VIII: CONTRACTS, CHECKS & DEPOSITS
- ARTICLE IX: BOOKS & RECORDS
- ARTICLE X: AMENDMENTS TO THE BY-LAWS
- ARTICLE XI: DISSOLUTION
ARTICLE I: “Corporate Name and Seal”
Section 1: The Corporate Name:
The Corporation shall be known as the “Indiana Falcons.”
Section 2: The Corporate Seal:
The Corporate Seal of the “Indiana Falcons” is as follows:
Section 3: Copyrights and Trademarks:
The copyright, trademark, and ownership of the name “Indiana Falcons” and of the corporate seal of the “Indiana Falcons” is the sole property of the Indiana Falcons.
The copyright, trademark and ownership of the name “The Talon”; a publication by and for the membership of the Indiana Falcons; is the sole property of the Indiana Falcons.
The copyrights, trademarks and ownership of “Mr. Indiana Falcons”, “Indiana Falcons boy”, “Indiana Falcons Bootblack”, “Ms. Indiana Falcons”, “Indiana Falcons Master”, “Indiana Falcons slave”, “Indiana Falcons Pup”, “Indiana Falcons Daddy” and “Indiana Falcons Sir” are contest titles held as sole property of the Indiana Falcons.
The Indiana Falcons reserve the right to copyright and trademark the name of its events, newsletters, contests, contest titles and written materials upon the approval of a 51% majority of its Full Membership, present at the time of the voting process, to insure and protect the investments of the Corporation.
All required forms and fees shall be submitted by the Secretary and Treasurer to complete and maintain all copyrights and trademarks to the President for his signature. The President will then mail these forms and fees to Secretary of the State of Indiana for approval and registry to maintain the applicable copyrights and trademarks, while retaining a copy for the Secretaries records and another copy for the Historian to file within the archives.
ARTICLE II “BOARD OF DIRECTORS/EXECUTIVE COMMITTEE”
Section 1: Board of Directors:
The Board of Directors of the Indiana Falcons shall consist of the Elected Officers:
- President
- Vice-President
- Secretary
- Treasurer
- Road Captain
These are the five (5) controlling Officers with voting rights for the Corporation.
Section 2: Executive Committee:
The Executive Committee of the Indiana Falcons, Inc. shall consist of the Elected Officers and of the Appointed Officers:
- President
- Vice-President
- Secretary
- Treasurer
- Road Captain
- Pledge Master
- Web Master
- Editor and Chief
- Historian
These nine (9) Officers are the Individuals within the Corporation that may act on behalf of the Corporation, as a group, within the guidelines of their stated office, the By-Laws of the Corporation or with written approval from the Board of Directors.
Section 3: Non-Liability Clause:
The Board of Directors, Executive Committee or Membership of the Indiana Falcons shall not be held personally liable for any portion of the debts, financial oblations, legal liabilities, contracts signed and any other obligations or liabilities incurred by the Indiana Falcons. Acting on behalf of the Indiana Falcons, within the duties of the respective office held, the By-Laws of the Corporation or with written approval from the Board of Directors, no individual is making any statements, claim, contracts or oblations of a personal nature while completing the duties of their office. At no time do the Indiana Falcons, its Officers or Membership assume any portion of the debts, financial oblations, legal liabilities, contracts signed and any other obligations or liabilities incurred by a Charity, Venue, Organization, Business or Individual with whom or where business is conducted. At no time does the Indiana Falcons, its Officers or Membership act on behalf of Charity, Venue, Organization, Business or Individual with whom or where business is conducted by making any statements, contracts or oblations of a personal nature while conducting said business.
ARTICLE III “OFFICE, STRUCTURE & PURPOSE”
Section 1: Office:
Part 1 – Principle Office:
The principle office of the Corporation shall be in the State of Indiana and shall be located in the City of Indianapolis, Indiana. This office may be moved from time to time as determined by 51% majority vote of the Full Members present at the time of the voting process.
Part 2 – Registered Office:
The Corporation shall continuously maintain in the State of Indiana a registered office, and registered agent, whose office is identical with such registered office, as required by the Non-Profit Corporation Act. The registered office may be, but not need be; identical with the principle office in the State of Indiana, and address of the registered office may be changed from time to time by 51% majority vote of the Full Members present at the time of the voting process.
Part 3 – Mailing Address:
The physical mailing address of the Corporation shall be:
- Indiana Falcons
- P. O. Box 2001
- Indianapolis, Indiana 46206-2001
Section 2: Financial Structure
Part 1 – Federal Identification:
The Indiana Falcons shall file and maintain all necessary documentation and reports to be obtain a Federal Identification Number from the Internal Revenue Service of the United States of America.
Part 2 – Incorporation:
The Indiana Falcons shall file and maintain all necessary documentation and reports to be incorporated within the State of Indiana.
Part 3 – Tax Exempt:
The Indiana Falcons shall file and maintain all necessary documentation and reports to be eligible for exemption of sales tax on supplies purchased for the operation or the Organization.
Part 4 – Non-Profit:
The Indiana Falcons shall file and maintain all necessary documentation and reports to be a non-profit 501c3 fraternal organization.
Section 3: Mission Statement:
The Indiana Falcons is a men’s leather fraternal organization dedicated to providing education, support and a social network for its members and the community in a safe, responsible and discretion-conscious environment. The organization shall be comprised of individual men having common character and various attributes, including: an interest in the leather community, brotherhood, honesty, education, community service, masculinity and discretion.
ARTICLE IV “QUALIFICATIONS and MEMBERSHIP”
Section 1: Qualifications for Membership:
Each individual applicant for Membership must be a male of at least 21 years of age. The applicant must complete a written application, signed by the required number of Full Membership signatures for the Membership Classification being applied for and that application must be filed with the Pledge Master. The Pledge Master shall oversee an interview by the Membership Committee for each application for Membership and report the results of that interview to the Full Membership at the next General Membership Business Meeting. The Full Membership present at that meeting shall vote on the acceptance of each application presented and with a 51% majority vote approve each Applicant individually for the next available Pledge Class, with a maximum of three (3) applications being accepted per class. The applications shall be presented in order of the date the application was received by the Pledge Master. If more than three (3) applications are approved, beginning with the forth application those Applicants shall be offers the Classification of Associate Member, with first right to resubmit an application for Pledgeship in the next available class.
Section 2: Classes of Members:
The Corporation shall have five (5) classes of members. The designated classes of membership shall be as follows: Full Membership, Pledges, Associate Members, Honorary Members, and Brother in Spirit.
ARTICLE V “MEETINGS”
Section 1: Annual Meeting:
An annual meeting of the Full Members shall be held during the month of December each year, time and date to be announced thirty (30) days in advance, for the purpose of electing officers and other such business as may come before the meeting. New officers will assume positions January 1st.
Section 2: Board and Executive Committee Meetings:
The Board of Directors and Executive Committee shall meet no less that once for the purpose of conducting any and all business for the Corporation that does not require the Membership being present and to discuss business to be placed for the Membership for discussion and voting purposes. These meetings are private closed meetings, unless there is an individual or small group that is needed to be spoken with by the Board or Committee.
Section 3: Membership (Business) Meetings:
Regular Corporate Membership (business) meetings of the active Members shall be called by the President of the Corporation. Not less than one (1) meeting shall be held in each month in a public venue. These meeting shall be scheduled on an annual basis and posted on the web site of the Indiana Falcons.Section 4: Special MeetingsSpecial meetings of the Full Membership may be called by the President or at the request of a 51% majority of all the full active members of the Corporation.
Section 4: Notice of Special Meetings:
A notice stating the date, place, and hour of any meeting of the full active members shall be made by the Secretary via e-mail, certified/registered mail or approved documentable communication source not less than thirty (30) days before the date of such meeting and posted on the web site of the Indiana Falcons.
Section 5: Quorum for Meetings:
No less than four (4) of the Elected Officers must be present as governing quorum at every Membership, Board of Directors or Executive Committee meeting held. No less than 51% of all the full active members shall constitute a membership quorum. If a quorum is not present at any meeting of the Full Members, then no voting may take place at the meeting. The President will then reschedule another meeting within thirty (30) days.
Section 6: Quorum for Voting Purposes:
Approval of any business by the Board of Directors, Executive Committee or Full Membership at any meeting shall be decided by a 51% majority of the Full Members with voting rights present at the meeting. The exception to this statement is when a motion is tabled to be voted on at a later date, Full Members have the right to vote via written proxy to the President via email, certified/registered letter or approved documentable communication source with verification of authenticity by the Vice-President and the Secretary of the source of the documentation.
Section 7: Tabling a Motion or Vote:
Any active Full Membership may table a motion or vote with just cause held within the By-Laws of the Organization. A motion or vote may only be tabled once, when the motion or vote is brought before the Organization the second time it must be acted upon. This revisiting of a tabled motion or vote must be given a scheduled time to be revisited.
Section 8: Rules of Order:
All meetings shall be conducted in accordance with “Robert’s Rules of Order”.
ARTICLE VI “ELECTION OF OFFICERS”
Section 1: Elected Officers:
The elected officers of the Corporation shall be:·
- President
- Vice-President
- Secretary
- Treasurer
- Road Captain
The same person shall not hold more than one elected office.
Section 2: Election and Term of Office:
The officers of the Corporation shall be elected annually by the full active membership at the Annual Meeting. Each officer must be a full active member. Voting of the officers will take place by private written ballot. The member receiving the highest number of votes shall be selected for each vacant position. The term of office shall be one (1) year. An officer shall not hold the same board position for more than two consecutive full terms without a 51% majority of the Full Members with voting rights present at the nominations for elected officers.
Section 3: Removal from Office:
Any officer elected by the Full Membership may be removed from office by a 51% majority of the Full Members with voting rights present at the meeting, if judged that the officer has not fulfilled his duties and or is not in compliance with the Code of Conduct for Membership.
Section 4: Vacancies:
Any vacancy in any office due to death, resignation, removal, disqualification or other reason may be filled for the unexpired portion of the term by a vote of the full active membership.
ARTICLE VII “COMMITTEES AND APPOINTMENTS”
Section 1: Committees:
Part 1 – Standing Committees:
The Organization shall have set forth committees, which will be maintained for the purpose of Membership screening, event planning, and education. The Chairman of these committees will be a member of the Executive Committee. Any active Member, Full or Associate may be appointed and serve on either type of committee.
Part 2 – Appointment:
The President may create one or more committees, each of which shall consist of two or more full active members. There shall be two types of committees: Standing Committee and Time/Task Limited Committee. The Chairman of these committees shall be appointed by the President at the time the committee is established. This Chairman may but is not required to be a member of the Executive Committee. Any active Member, Full or Associate may be appointed and serve on either type of committee.
Part 3 – Purpose:
Each committee shall have and exercise the authority to complete the specifically projects and/or responsibilities, as assigned by the President.
Section 2: Presidential Appointments:
The President may appoint full active members to handle special jobs or tasks for the Corporation. Each appointee shall have and exercise the authority to complete the specifically designated projects and or responsibilities, as assigned by the President.
Section 3: Committee Term of Office:
Each member of a committee and/or appointment shall continue as such, until completion of the assigned responsibilities, appointment of a successor, reassignment, or termination of the committee.
ARTICLE VIII “CONTRACTS, CHECKS AND DEPOSITS”
Section 1: Contracts:
Part 1 – Presidential Contracts:
The President may enter into contracts or execute and deliver an instrument in the name of or on behalf of the Corporation and such authority not to exceed $100.01 without a full active membership vote. Donations and expenditures with proper documentation shall be reimbursed or paid by the Treasurer within ten (10) days for receipt of notice from the President. Donations and expenditures of $100.01 must be authorized to a specific instance and approved by a 51% majority of the Full Members with voting rights present at the time of voting.
Part 2 – Executive Committee Contracts:
The Road Captain, Web Master and Editor and Chief may enter into contracts or execute and deliver an instrument in the name of or on behalf of the Corporation and such authority not to exceed $50.01 without a full active membership vote. Donations and expenditures with proper documentation shall be reimbursed or paid by the Treasurer within ten (10) days for receipt of notice from the President. Donations and expenditures of $50.01 must be authorized to a specific instance and approved by a 51% majority of the Full Members with voting rights present at the time of voting.
Part 3 – Contract Forms:
Each Executive Officer with the authorization to sign and enter into contracts on behalf of the Organization shall refer to their Handbooks for examples of properly completed Indiana Falcons contracts. Blank contract from shall be obtained from the Treasurer.
Section 2: Checks, Drafts and Signatory Accounts:
No one (1) Officer has the ability to release monies from the Corporations accounts. All checks require the two (2) signatures. There shall be no less than three (3) Board of Directors authorized to be signatories on all financial accounts. These Officers shall be the President, Vice-President and Treasurer. The only time the Vice-President shall sign any check for payment or reimbursement of expenditures is when that payment is being made to the President or Treasurer, as they are not authorized to sign any type of payment or reimbursement to themselves. Should an occasion arise the Secretary may be added to the list of Office approved as a signatory on all financial accounts, to insure proper signature guidelines, as defined in these By-Laws, are adhered too. New signature authorizations are filed with our financial institution annually upon completion of the Election of Officers process. At no time shall the President, Vice-President and/or Treasurer live in the same household; either by address or relationship status. All financial documents shall be mailed to the corporate postal address, reconciled within 7 days of receipt, brought and report upon at the next Membership meeting and shall be eligible for review by any Full Member of the Indiana Falcons. A bi-annual audit shall be performed by the Board of Directors to insure compliance of the financial guidelines and the Full Membership has the right to review the results of the auditing process. Any Officer signing a disbursement check contrary to the guidelines set forth in these By-Laws shall be held liable to the Corporation for the funds disbursed, sanctions deemed appropriate by the Executive Committee whose recommendation shall be voted upon by the eligible Board of Directors and possibly for any legal repercussions incurred by misappropriating funds entrusted to them by the Membership of the Indiana Falcons. At no time shall an account be used as a Depository or Reimbursement account that is under the name of any individual or organization other that those officially and rightfully owned by the Indiana Falcons.
Section 3: Deposits:
All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Corporation may select. Any and all funds raise are used to pay for educational materials or events, promotion of those events, donated to eligible charitable organizations or individuals of need within our community. All funds raised shall be placed within the custody of the authorized signatories for the Financial Accounts, no longer than 72 hours of collection. Any Board of Director or Executive Committee may be assigned to make a physical deposit for the Organization if need is determined by the President or Treasurer. All transaction receipts are then to be forwarded to the Treasurer for recording no longer than 72 hours of completing the deposit transaction. All deposits of funds shall be made within 24 hours of being surrendered to the party assigned to make said deposit. Receipts of all transactions (deposits and withdrawals) will be kept by the Treasurer in neat and orderly fashion. All Treasury Report and Documents may be reviewed and inspected by any Full Member in good standing with written request, showing just and due cause, being approved by the Board of Directors.
Section 4: Gifts:
The Board of Directors may accept, on behalf of the Corporation, any contributions, gifts, bequests or device for general purposes or for any specific purpose of the Corporation. These items must be placed in the inventory of the Corporation and must be reported to the membership at the next Corporate (business) meeting.
Section 5: Items Contained in the Corporate Handbook
Part 1 – Legal Forms:
All legal forms required by local, State and Federal codes shall be completed and filed by the Officers assigned. A Sample / Example form is contained in the Handbook of the Officer that is responsible for its completion. Once completed the form shall be presented to the Executive Committee for review, copied, filed and placed within the records and archive of the Corporation.
Part 2 – Financial Forms:
All financial forms and documents required by financial institutions, local, State and Federal codes shall be completed and filed by the Officers assigned. A Sample / Example form is contained in the Handbook of the Officer that is responsible for its completion. Once completed the form shall be presented to the Executive Committee for review, copied, filed and placed within the records and archive of the Corporation.
Part 3 – Membership Applications:
All active Full Members and Officers shall have no less than one (1) copy of the Membership Application on hand at any event being attended. Additional copies may be downloaded from the Organizations website, www.indianafalcons.org. Presentation of an application to a requesting party does not constitute a requirement to sign that party’s application. All signing guidelines must be followed when signing the application of a person requesting an active Full Member to do so.
Part 4 – Advertising Contracts:
A sample Advertising Contract is contained in the Handbook of each Officer authorized to sign that contract. Instruction for the completion of those contracts are also contained in the Handbooks and shall be adhered to at all times.
Part 5 – Event Contracts:
A sample Event Contract is contained in the Handbook of each Officer authorized to sign that contract. Instruction for the completion of those contracts are also contained in the Handbooks and shall be adhered to at all times.
Part 6 -Committee Reports:
A sample Committee Report is contained in the Handbook of each Officer (Committee Chair) required to complete and present the report. Instruction for the completion of those reports are also contained in the Handbooks and shall be adhered to at all times.
ARTICLE IX “BOOKS AND RECORDS”
Section 1: Books and Records:
The Corporation shall keep accurate, correct and complete books, records of all accounts and copies of a Governmental Reports filed. The Corporation shall also keep minutes of the proceedings of all Board or Director, Executive Committee, regular Business Meetings, special meetings, interviews, and committee meetings. It shall keep at its registered or principle office and in the possession of the Secretary, a record giving the names and addresses of the members entitled to vote. The Secretary shall keep in their possession a record listing all members, their address and current status with the organization. The Historian shall keep all historical records at the Corporation’s registered or principle office.
Section 2: Director’s Inspection Rights:
Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation for any reason at any time.
Section 3: Member’s Inspection Rights:
Each and every active Member in good standing shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a Member:
To inspect at any reasonable time the books, records, minutes of proceedings of the membership, applicant interview, committee or of the board and /or assets of upon written demand to the Corporation Board by the member and under the supervision of no less than two (2) elected officers of the Corporation and within thirty (30) days of receipt of request with due cause, for a purpose reasonably related to and with proof of due cause to such person’s interests as a member.
ARTICLE X “FISCAL YEAR”
Section 1: Fiscal Year:
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each calendar year.
Section 2: Annual Report:
The Board shall cause an Annual Report to be furnished not later than sixty (60) days after the close of the Corporation’s fiscal year to all Directors of the Corporation and to the Members at the third business meeting of the year. The Annual Report shall contain the following information in appropriate detail:
The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year.The principal changes in assets and liabilities, including trust funds, during the fiscal year.
The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year.
A copy of all reports filed to maintain the Incorporation, Tax Exempt, Non-Profit status of the Corporation, Taxes or other Governmental reposts required to be filed.
An accounting of proceeds and expenditures on an Event by Event basis.
Section 3: Required Governmental Reports
Part 1 – Local Reporting:
The Treasurer shall file any and all forms necessary to maintain and report Tax Exemptions and Non-Profit Distributions on an annual or quarterly basis as required by local codes. These forms are available on line through the appropriate agency. Completed examples of these forms are contained in the Treasurer Handbook as well as the address or wed site where the forms may be obtained. The Secretary shall file any and all forms necessary to maintain and report the Incorporation status of the corporation on an annual or quarterly basis as required by local codes. These forms are available on line through the appropriate agency. Completed examples of these forms are contained in the Secretary Handbook as well as the address or wed site where the forms may be obtained.
Part 2 – State Reporting:
The Treasurer shall file any and all forms necessary to maintain and report Tax Exemptions and Non-Profit Distributions on an annual or quarterly basis as required by state codes. These forms are available on line through the appropriate agency. Completed examples of these forms are contained in the Treasurer Handbook as well as the address or wed site where the forms may be obtained. The Secretary shall file any and all forms necessary to maintain and report the Incorporation status of the corporation on an annual or quarterly basis as required by state codes. These forms are available on line through the appropriate agency. Completed examples of these forms are contained in the Secretary Handbook as well as the address or wed site where the forms may be obtained.
Part 3 – Federal Reporting:
The Treasurer shall file any and all forms necessary to maintain and report Tax Exemptions and Non-Profit Distributions on an annual or quarterly basis as required by federal codes. These forms are available on line through the appropriate agency. Completed examples of these forms are contained in the Treasurer Handbook as well as the address or wed site where the forms may be obtained. The Secretary shall file any and all forms necessary to maintain and report the Incorporation status of the corporation on an annual or quarterly basis as required by federal code. These forms are available on line through the appropriate agency. Completed examples of these forms are contained in the Secretary Handbook as well as the address or wed site where the forms may be obtained.
ARTICLE XI “AMENDMENTS TO THE BY-LAWS”
A By-Laws Committee shall be created by the President to review and recommend changes to the By-Laws every two years. Proposed changes must be distributed to the membership at least thirty (30) days prior to the next regular corporate (business) meeting. The decision to alter, amend, repeal, or create new By-Laws must be voted by a 51% majority vote of the Full Members present at the time of the voting process.
ARTICLE XII “DISSOLUTION”
In the event of the dissolution of the Indiana Falcons, remaining assets after the satisfaction of all obligations of the Club shall be distributed for purposes within the scope of Internal Revenue Service Code 501(c), or amendments thereof. All remaining liquid assets will be donated by an equal division of the financial accounts to the main supported charities of the Indiana Falcons. Any physical assets of the Indiana Falcons shall be donated to the “Home Venue” of the organization or sold at public auction, as elected by the Board of Directors, with the proceeds being disbursed in a like manner as the financial accounts.
The original file and documents are held by the President , Secretary and Treasurer. For Questions please contact us Via E-Mail.