KCFS By-Laws

Bylaws of the
Kansas Citizens For Science, Inc.

Preamble: The organization shall be known as Kansas Citizens For Science. Incorporated (hereinafter, the “Corporation”). The purpose of the Corporation shall be to promote quality public science education for all Kansas students. Said Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article I- Membership

1. Incorporation. The Incorporator of the Corporation shall be Steve Lopes of Lawrence, KS, as filed on Form CN, “Not For Profit Articles of Incorporation”, with the Office of the Secretary of State, Corporation Division, State of Kansas.

 

2. Qualification of Members. Beginning with the first meeting of the Members, and all times thereafter, the maximum number of Members shall not be limited. Membership in the Corporation shall be open to all persons supporting the purpose of the Corporation. Each member is expected to help defray the costs of operations by payment of annual dues as set by the Directors. Dues must be paid prior to the Annual Meeting for Members to secure voting privileges at said Meeting. If a Member suffers a special hardship, the Corporation through its President may defer or reduce the requirement for dues for up to one year on a case-by-case basis.

 

3. Resignation or Removal of Members. Any Member may be removed at any time at any meeting by a vote of a majority of the Members, or by a three-quarters vote of the Board of Directors of the Corporation. Any Member may resign at any time.

Article II- Meetings

1. Annual Meeting. The Annual Meeting of the Members for the election of officers and Directors and for the transaction of such other business as properly shall come before the meeting and shall be held on a date set by the Board of Directors.

 

2. Notice of Meetings. Notice of every Annual Meeting and of every special meeting of the Members shall be served by the Secretary through regular mail, or by electronic medium, on each Member not less than ten (10) days before the meeting. Annual Meetings shall be general meetings and open for the transaction of any business within the powers of the Corporation without special notice of such business except in any case where law requires special notice, by the Articles of Incorporation, or by these Bylaws. Notice of special meetings shall state the purpose or purposes for which the meeting is called, and the notice of any meeting shall state the time and the place where it is to be held. If mailed, such notice shall be directed to each Member entitled to notice at his/her address as it appears on the records of the Corporation. Notice of the time, place or purpose of any meeting need not be given to any Member who attends such meeting or to any Member who in writing, executed and filed with the records of the Corporation, either before or after the holding of such meeting, waives such notice. All meetings of the Members shall be held at such places determined by the Board of Directors as shall be specified in the respective notices of such meetings or waivers thereof.

 

3. Special Meetings. Special meetings of the Members shall be called at any time by the Secretary of the Corporation upon the request of the President, or written request by no less than five percent (5%) of the Members, or upon resolution by a majority of the Board of Directors.

 

4. Quorum. At all meetings of the Members, the presence in person of five percent (5%) of the Members (but not fewer than three Members), shall be necessary and sufficient to constitute a quorum. Except as otherwise provided by law or by the Bylaws, the act of a majority of the Members present shall be the act of the Members.

 

5. Voting. At all meetings of the Members, all matters shall be decided by the vote of a majority of a quorum of the Members, cast in person or by valid proxy. A Member may request of the President participation in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. A request for such participation shall not be unduly denied.

 

6. Proxy voting. At all membership meetings, written proxies shall be accepted and validated by the Secretary. Proxies presented by e-mail shall be accepted with the approval of the President and the Secretary. Copies of e-mail proxies must be presented at the meeting. General proxies are those that allow any Member to vote for the proxy at the discretion of the attending Member. General proxies shall count toward a quorum. A limited proxy is one that specifies that the holder must vote in a specific manner on specifically named issues. Limited proxies do not count toward a general quorum, but do count toward a quorum for those specific issues named in the proxy.

 

7. Meeting not required. Any action which is required or permitted to be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken is signed by all Members constituting a quorum who are entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as a unanimous vote of the Members. Such action shall be effective as of the date specified in the consent.

Article III- Board of Directors

1. Board of Directors. The Board of Directors (hereinafter, “Directors”) shall manage the affairs and the property of the Corporation. The Directors shall act only as a Board and individual Directors shall have no power as such.

 

2. Elections. The Annual Meeting of the Board for the transaction of such business as properly shall come before the Meeting shall be held as soon as practicable following the Annual Meeting of Members.

 

3. Special Meetings. Special meetings of the Board shall be called at any time by the Secretary upon the request of the President or more than one-quarter of the Directors.

 

4. Place of Meetings. All regular meetings of the Board shall be held at such times and places within the State of Kansas as determined by the President in consultation with the Directors and shall be specified in the respective notices of such meetings or waivers thereof.

 

5. Notice of Meetings. Notice of every regular meeting of the Board and of every special meeting shall be served personally, by postal mail, e-mail, telephone, or any other practical method, on each Director not less than three (3) days before the meeting. Regular meetings of the Board shall be general meetings and open for the transaction of any business within the powers of the Board without special notice of such business except in any case where law requires special notice, by the Articles of Incorporation, or by the Bylaws. Notice of special meetings shall state the purpose or purposes for which the meeting is called, and the notice of any meeting shall state the time when, and the place where, it is to be held. If transmitted, such notice shall be directed to each Director entitled to notice at his address as it appears on the books or records of the Corporation. No notice of the time, place or purpose of any meeting need be given to any Director who attends such meeting or to any Director who in writing, executed and filed with the records of the Corporation, either before or after the holding of such meeting, waives such notice.

 

6. Quorum. At all meetings of the Board, the presence of at least one-half of the Directors (but not less than three Directors) shall be necessary and sufficient to constitute a quorum. Except as otherwise provided by law, or by the Bylaws, the act of a majority of the Directors present shall be the act of the Board.

 

7. Voting. At all meetings of the Board, or of any committee thereof, all matters shall be decided by the vote of a majority of a quorum of the Board cast in person or by proxy. Any Director may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. At all Board meetings, written proxies shall be accepted and validated by the Secretary. Proxies presented by e-mail shall be accepted with the mutual consent of the President and the Secretary. Copies of e-mail proxies must be presented at the meeting and acknowledged by the Director using said proxy at the next Board meeting. General proxies are those that allow another Director to vote for the proxy giver at the discretion of the other Director. General proxies shall count toward a quorum. A limited proxy is one that specifies that the holder must vote in a specific manner on specifically named issues. Limited proxies do not count toward a general quorum but do count toward a quorum for those specific issues named in the proxy.

 

8. Number of Directors. The Directors named by the Incorporators in the Articles of Incorporation shall be the Directors of the Corporation until the first meeting of the Members or until their successors shall have been duly elected and qualified, and until their earlier death, resignation or removal in accordance with the Bylaws. Beginning with the first meeting of the Members, the number of Directors, including officers, shall consist of no less than ten (10) nor more than twenty-three (23). Membership on the Board of Directors shall, to the extent possible, include representation from each of the ten (10) Kansas State Board of Education districts, with the remaining members serving at-large. The initial Board of Directors shall consist of twenty-three (23) members.

 

9. Election of Directors. The Directors shall be elected each year by the Members at their annual meeting. Directors shall be elected by a plurality of the votes cast and may succeed themselves in office. Each person elected a Director shall continue in office until the next annual meeting after his/her election and until his/her successor shall have been duly elected and qualified or until his/her earlier death, resignation or removal in accordance with the Bylaws. Additional Directors to fill any vacancy or vacancies caused by any increase in the number of Directors or by the death, resignation or removal of any Director, may be replaced by a majority of the Board of Directors for the remainder of the term.

 

10. Resignation or removal of a Director. Any Director may be removed at any time with cause and with notice at any meeting of the Members by a vote of the majority of a quorum of Members called for such purpose. No Director may be removed for cause upon the vote of three-quarters of all the Members without the opportunity for a due process hearing before the Board followed by a recommendation to the Members. Any Director may resign at any time.

 

11. Compensation. The Directors shall not receive compensation for their services as such, but the Board may authorize reimbursement for expenses incurred by Directors in connection with the performance of their duties. However, nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity or receiving compensation for any such services.

 

12. Reimbursement. The Board of Directors may authorize reimbursement for expenses incurred by Members in connection with the performance of their duties, provided, however, that nothing herein contained shall be construed to preclude any Member from serving the Corporation in any other capacity or receiving compensation for any such services.

 

13. Indemnification. Any person made a party to any action, suit or proceeding by reason of the fact that he/she is or was a director, officer or employee of the Corporation, or in any capacity for which he/she served as a director or officer at the request of the Corporation, shall be indemnified by the Corporation against all reasonable expenses, including attorneys’ fees actually and necessarily incurred by him/her in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for willful misconduct or recklessness in the performance of his/her duties.

 

14. Vacancies. In case of any Director or Officer vacancy, the remaining Directors may choose to fill the position by a majority vote of the entire Board, for a time limited to the expiration of the remaining term. If the Directors so elect to fill the Director or Officer vacancy, the person filling the position will also take over the responsibilities of the position that was vacated, if applicable. If the vacancy occurs within four months of the Annual Meeting of the Members, the Directors may choose to assume the duties of the vacated office and wait for said Annual Meeting to elect a replacement.

Article IV- Officers

 

1. Officers. The officers of the Corporation shall be President, Vice President/Treasurer, and Secretary. The Board may also establish the office of Chairman of the Board and such other offices of the Corporation as it may determine and it may define the powers and duties of each.

 

2. Election of Officers. The officers shall be elected at the Annual Meeting of the Members by majority vote cast by a quorum of the Members and may succeed themselves in office. Each person elected as an officer shall continue in office until the next annual meeting after his/her election or until his/her successor shall have been duly elected and qualified or until his/her earlier death, resignation, or removal in accordance with these Bylaws.

 

3. Vacancies. Vacancies of officers caused by death, resignation, removal or increase in the number of officers may be filled by a majority vote of a quorum of the Board at a special meeting called for that purpose or at any regular meeting.

 

4. Appointment of Additional officers. The Board at any meeting may appoint additional officers, agents, or employees, and determine their duties, terms of office, and compensation, and it may delegate such authority to any officer or committee.

 

5. Removal of Officers. Any officer may be removed at any time with cause, notice, and a due process hearing before the Board, by a vote of two-thirds of the entire Board at any meeting of the Board.

 

6. President. The President shall be the chief executive officer of the Corporation and shall have general supervision over the affairs and property of the Corporation and over its several officers, and shall generally do and perform all acts incident to the office of President. The President, acting as Chairman of the Board, shall preside at all meetings of the Members and of the Board and shall have such other powers and duties as may be assigned to him/her from time to time by the Board or as prescribed by these Bylaws. When authorized by the Board, the President may execute in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation. The President shall have the authority to bind the Corporation in amounts less than $250.00 per transaction. The President shall serve as spokesperson for the Corporation unless he/she delegates that authority to another person.

 

7. Vice President. The Vice President shall perform all the duties of the President at his/her request or in his/her absence or disability. When so acting, the Vice President shall have all the powers of, and be subject to, all the restrictions upon, the President. When authorized by the Board, the Vice President may also sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation. The Vice President shall perform such other duties as from time to time may be assigned to him/her by the Board or by the President.

 

8. Treasurer.  The Treasurer shall act under the supervision of the Board and shall have charge and custody of, and be responsible for, all the funds of the Corporation and shall keep, or cause to be kept, and shall be responsible for the keeping of, accurate and adequate records of the assets, liabilities and transactions of the Corporation. He/she shall deposit all moneys and other valuable effects of the Corporation in the name of and to the credit of the Corporation in such banks, trust companies, or other depositaries as may be designated in the manner provided in these Bylaws. He/she shall disburse the funds of the Corporation based upon proper vouchers for such disbursements and shall perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned to him/her by the Board or the President. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties, as the Board shall determine. The Corporation shall pay the expense of such bond.

 

9. Secretary. The Members shall elect a Secretary who shall maintain the official records for the Corporation, and keep the minutes of all meetings of the Board and of the Members in one or more books provided for that purpose, and whenever required by the President, he/she shall perform like duties for any committee, provided that in the absence of the Secretary, the majority of the members or Directors present at any meeting thereof may designate any person to act as Secretary for such meeting. The Secretary shall see that all notices are duly given in accordance with these Bylaws and as required by law. He/she shall have charge of the books, records and papers of the Corporation relating to its organization as a Corporation and shall see that all reports, statements and other documents required by law are properly kept or filed, except to the extent that the same are to be kept or filed by the Treasurer. He/she shall perform all the duties normally incident to the office of Secretary and such other duties incident to the office of Secretary and such other duties as may from time to time be assigned to him/her by the Board or by the President.

Article V- Miscellaneous

1. Fiscal Year. The fiscal year of the Corporation shall start January 1 and end December 31 in each year.

 

2. Execution of Contracts. The President may enter into any contract or execute any contract or other instrument in the name of and on behalf of the Corporation, as the Board shall determine. The Board may authorize any officer, employee or agent, in the name of and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances. Unless so authorized by these Bylaws or by the Board, no officer, employee or agent shall have any power to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniary for any purpose or in any amount.

 

3. Commercial Paper. All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or evidences of indebtedness of the Corporation, shall be executed on behalf of the Corporation by such officer or officers, or employee or employees, as the Board may, by resolution, from time to time determine.

 

4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board may from time to time select or as may be selected by any officer or employee of the Corporation to whom such power may from time to time be delegated by the Board; and for the purpose of such deposit, any officer, or any employee to whom such power may be delegated by the Board, may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation.

 

5. Notices. Except as may otherwise be required by law, any notice required to be given under these Bylaws shall be in writing and signed by the President and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postage-paid wrapper, addressed to the person entitled thereto at his last known post office address appearing on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing, or by use of any other electronic medium, if available and practical; and, if so, the date of transmission shall be deemed the date notice was effectuated.

 

6. Parliamentary Authority. Robert’s Rules of Order, newly revised, shall govern the proceedings in all cases not provided for in these Bylaws or by the Corporation’s policies and procedures. Board of Director meetings may proceed informally, unless a majority of the Directors requests that Robert’s Rules of Order, as amended, be followed. At meetings of the members, the Board may appoint an official parliamentarian.

Article VI- Amendments

These Bylaws may be altered, amended, or repealed, or new Bylaws may be made, only by a majority vote of a quorum of the membership at a regular or special meeting, provided that notice of such alteration, amendment or repeal shall be included in the notice of such meeting. Bylaws passed or amended by the Members shall not be subject to amendment by the Board.

 

These Bylaws have been duly adopted by a majority of the Members of the Kansas Citizens For Science, Incorporated, on this date, December 5, 1999, by and for Kansas Citizens For Science, Incorporated, attested by

_________________________________________, President, and

__________________________________________, Secretary