BLUEGRASS APPA, INC.,
A Nonprofit Corporation
NAME AND PURPOSES OF THE CORPORATION
Section 1.01 Name. The name of the organization shall be BLUEGRASS APPA, INC. aka BLUEGRASS APPA, INC. (the “Corporation”) shall be a nonprofit organization incorporated under the laws of the State of Kentucky.
Section 1.02 Purposes. The Corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501 (C3) of the Internal Revenue Code, as amended (or the corresponding provisions of any future United States Internal Revenue law) including, but not limited to: developing and maintaining high standards in the administration, care, operation, planning, and development of facilities used by educational institutions; to promote professional ideals and standards to better serve the objectives of education; to engage in such other activities as may be desirable or required to fulfill the purposes and objectives of the Corporation; and aiding and supplementing the work of “APPA” or the “Association.”
Section 2.01 Location. The principal office the Corporation shall be located within or without the State of Kentucky, at such place as the Board of Directors (“the Board”) shall from time-to time designate. The Corporation may maintain additional offices at such other places as the Board may designate. The Corporation shall continuously maintain within the State of Kentucky a registered office at such place as may be designated by the Board.
MEMBERSHIP, VOTING AND DUES
Section 3.01 Eligibility. Members shall be institutions and business partners eligible to hold regular or affiliate membership in APPA. Participants shall be employees or contractors of or for Facilities Services, Physical Plant Departments, and/or Auxiliary Services engaged in operations, maintenance, engineering, construction, planning and development, or other related functions affiliated with Facilities Services.
Section 3.02 Categories. Membership in the Corporation may be held under the following categories:
(a) Institutional Membership is open to all colleges and universities, community and two (2) year technical colleges, K-12, school districts, research laboratories and institutions, libraries and museums that have a facilities department and administrator, city, state and county governments. Each Institutional Member shall designate one institutional representative who will be eligible to vote on behalf of the institution and serve as the principal contact between the Corporation and the institution.
(b) Affiliate Membership is open to nonprofit institutions or organizations with an interest in facilities management such as hospitals, churches and military bases. Affiliate Membership is also open to interested professionals who are not employed by a for-profit organization that would qualify as a Business Partner.
(c) Student Membership is limited to full-time students studying facilities management or a related field at a degree-granting college or university. Student Members are not eligible to vote or hold office.
(d) Retired Membership is open to individuals who have retired as a Member in good standing. The individual cannot be currently engaged in or soliciting business from any other Members of the Corporation, or seeking future business solicitations.
(e) Business Partner Membership is open to all corporations who provide products and services to the facilities management marketplace or who have an interest in reaching facilities managers in the education environment. Business Partners are non-voting members with the exception of the Business Partner who is on the Board. Business Partners can nominate and vote on their Board representative.
Section 3.03 Good Standing. A Member in good standing is a Member who:
(a) Is current with-membership dues and payments.
(b) Has not been expelled or suspended from membership by a seventy-five percent (75%) majority vote of the board. The following shall be grounds for suspension or expulsion of any Member, in sole discretion of the Board:
1. Non-payment of membership dues and fees;
2. Failure to abide by the Bylaws of the Corporation;
3. Non-cooperation with the Corporation including, but not limited to, causing disruptions at meetings or functions of the Corporation, consistently supporting or promoting policies contrary to the stated purposes and objectives of the Corporation, and/or acting or causing action in a way that is harmful to the Corporation;
No Member shall be suspended or expelled unless said Member is first given thirty (30) days prior notice of the intended action against said Member by the Board, and the Member is first given the opportunity to be heard by the Board. The right to a hearing shall be waived, however, unless said hearing is requested by the Member within thirty (30) days of receipt of notice by the Member of the intended action against the Member by the Board.
Section 3.04 Meeting of the Membership
(a) Meetings of the membership, regular or special, may be held at such place within or without the State of Kentucky and upon such notice as may be prescribed by the Board, or by petition of not less than one-fifth (1/5) of the membership.
(b) An annual meeting of the membership shall be held once a year at a time and location set by the Board for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. The membership shall hold at least one (1) regular meeting per calendar year, but may meet more frequently if circumstances require.
(c) Notice of the annual meeting shall be given to all Members not less than five (5) nor more than sixty (60) days prior to the date of said meeting: In lieu of written notice, any Member may sign a waiver of notice of the annual meeting. A Member’s attendance at any meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by the Member for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
(d) Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the membership need be specified in the notice or waiver of such meeting.
Section 3.05 Quorum of Member and Action by the Membership
(a) Remote- Attendance. In the discretion of the Board and upon majority vote of the Members present, remote attendance (telephone or other electronic means) may be valid means of attendance if remote attendance is necessary to obtain a quorum; provided, however, that in the event remote attendance is permitted for any Member, remote attendance shall be permitted for all Members for the current meeting. In the sole discretion of the Board, if the use of remote attendance is determined to be hindering the purposes and objectives of the meeting, the Board may adjourn the meeting and all action taken at the meeting shall be invalid for lack of a quorum.
(b) Action by the Membership. Except as otherwise provided by law, by the Articles of Incorporation or these Bylaws, the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the membership:
Section 3.06 Informal Action by Membership
Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the membership may be taken without a meeting if a majority of the Members consent in writing through mail or by electronic means to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Members shall be filed with the minutes of proceedings of the membership.
Section 3.07 Voting. Except as noted elsewhere in these Bylaws, all Members are eligible to vote and/or hold office. The Board may establish additional policies and procedures related to voting privileges.
Section 3.08 Non-Voting Membership. The Board may, at its discretion, and in the best interests of the organization, establish other categories of non-voting membership including, but not limited to, associate, emeritus and honorary memberships.
Section 3.09 Membership Approval. The Board shall establish policies and procedures for approving membership applications. All memberships shall be granted upon approval by the Board or designee.
Section 3.10 Dues. The Board shall establish policies and procedures for setting and collecting dues.
BOARD OF DIRECTORS
Section 4.01 Power of Board. The affairs of the Corporation shall he managed by the Board. The Board is responsible for overall policy and direction of the Corporation, and may delegate responsibility of day-to-day operations to officers and committees.
Section 4.02 Number of Directors. The number of Directors of the Corporation shall be an odd number not less than three (3) or more than eleven (11). The number of Directors may be increased or decreased from time-to-time by Board resolution, approved by a vote of the membership. No decrease in the number of Directors shall shorten the term of any incumbent Director nor shall the number of Directors be decreased at any time to less than three (3).
Section 4.03 Election and Term of Directors.
(a) Initial Directors. The first Board of the Corporation shall consist of those persons named as initial Directors. Such persons shall hold office until the first election of Directors.
(b) Term. Initial terms for each office shall be as follows (if necessary):
President- Two(2) year
Past President – One(1) year
Vice President – Two(2) years (then becomes president for one)
Professional Development – One(1) year
Membership Chair – Three(3) years
Secretary - One(1) year
Communications/Web Master – Two(2) years
Treasurer – Three(3) years
Event Coordinator – Three(3) years
Business Partner – One(1) year
(c) Election of Board Members. New Directors shall be elected or re- elected by the voting representatives of Members at the annual meeting. Director will be elected by a simple majority of voting Members present at the annual meeting. The terms of Directors shall be staggered. Each Director shall hold office until the annual meeting when their term expires and until their successor has been qualified, then elected.
Section 4.04 Qualifications. Board Members shall be employees of the Corporation Member Institutions in good standing. One (1) Business Partner member in good standing shall be voted in as a Board Member, provided the Board shall be comprised of five (5) or more Directors upon the completion of said vote, and further provided that a Business Partner Member is willing and able to serve as a Director.
Section 4.05 Vacancies. Vacancies shall be filled by majority vote of the remaining Members of the Board for the unexpired term. A Director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office and shall serve until their successor is qualified, then elected.
Section 4.06 Removal of Directors. A Director may be removed by a majority vote of the Board at any regularly scheduled or special meeting of the Board whenever, in its judgment, the best interests of the Corporation would be served thereby.
Section 4.07 Resignation. Except as otherwise required by law, a Director may resign from the Board at any time by giving notice in writing to the Board. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.
Section 4.08 Quorum of Directors and Action by the Board. Unless a greater proportion is required by law, a majority of the Directors then in office shall constitute a quorum for the transaction of business. If a quorum is present at the commencement of a meeting, quorum shall be deemed present throughout such proceedings. However, in no case shall any action be taken or deemed effective by a vote of less than three (3) Board Members. Remote attendance (telephone or other electronic means) shall be a valid means of attendance. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.
Section 4.0.9 Meetings of the Board.
(a) Meetings of the Board, regular or special, may be held at such place within or without the State of Kentucky and upon such notice may be prescribed by resolution of the Board.
(b) An annual meeting shall be held once year at a time and location set by the Board. The Board shall hold at least one (1) regular meeting per calendar year, but may meet more frequently if circumstances require.
(c) Notice of the annual meeting shall be given to all Directors not less than five (5) nor more than sixty (60) days prior to the date of said meeting. In lieu of written notice, any Director may sign a waiver of notice of the annual meeting. A Director’s attendance at any meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by the Member for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
(d) 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 such meeting.
Section 4.10 Informal Action by Directors; Meetings by Conference Telephone.
Section 4.11 Voting. Each Director shall have one (1) vote. All voting at meetings shall be done personally and no proxy shall be allowed.
Section 4.12 Compensation: Directors shall not receive any compensation from the Corporation for services rendered to the Corporation as Members of the Board, except that Directors may be reimbursed for expenses incurred in the performance of their duties to the Corporation in reasonable amounts based on policies approved by the Board.
Section 4.13 Absence. Each Board Member is expected to communicate with the Chair/President in advance of all Board meetings stating whether or not they are able to attend or participate by electronic means or other agreed-upon means of communication. Any Board Member who is absent from three (3) successive Board meetings or fails to participate in any Board activities within a twelve (12)month period shall be claimed to have resigned due to nonparticipation, and their position shall be declared vacant, unless the Board affirmatively votes to retain that Director as a Member of the Board.
COMMITTEES, TASK FORCES, AND COUNCILS
Section 5.01 Committees of Directors. The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one (1) or more committees, each consisting of one (1) or more Directors, which committees shall have and exercise the authority of the Board in the governance of the Corporation. However, no committee shall have the authority to amend or repeal these Bylaws, elect or remove any Officer or Director, adopt a plan of merger or authorize the voluntary dissolution of the Corporation. Committees may be dissolved by a vote of the Board.
Section 5.02 Executive Committee. Between meetings of the Board, on-going oversight of the affairs of the Corporation may be conducted by an Executive Committee, the membership of which shall include the officers of the Board.
Section 5.03 Finance/Audit Committee. The Finance/Audit Committee is responsible for ensuring that the Corporation’s financial statements and procedures are evaluated to determine that adequate fiscal controls and procedures are in place and that the Corporation is in good financial health. The Treasurer of the Board shall always be a member of the Finance/Audit Committee.
Section 5.04 Task Forces and Councils. The Board may create and appoint members to such other task forces and councils as they shall deem appropriate. Such task forces and councils shall have the power and duties designated by the Board, and shall give advice and make non-binding recommendations to the Board.
Section 5.05 Term of Office. Each member of a Committee shall serve for two (2) years unless directed otherwise by the Board, New committee members may be appointed as needed.
Section 5.06 Vacancies. Vacancies in the membership of committees, task forces and/or councils may be filled by the Chair of the Board.
Section 5.07 Rules. Each committee, task force. And/or council may adopt rules for its meetings not consistent with these Bylaws or with any rules adopted by the Board.
OFFICERS, AGENTS, AND EMPLOYEES
Section 6.01 Officers. Officers will include: President, Vice-President, Secretary and Treasurer. The Secretary may also serve as the Treasurer. Officers shall be elected by the voting Members present at all annual meeting of the Members. Officers shall not receive any salary and must be Directors of the Corporation.
Section 6.02 Term of Office. Beginning of January each year, the officers of the Corporation shall be elected for two (2) year terms at the regular annual meeting of the Members. Vacancies may be filled at any meeting of the Board. Each officer shall hold office until a successor shall have been duly qualified and elected or appointed by the Board.
Section 6.03 Removal. Any officer may be removed by a majority vote of the Board in office whenever, in the Board’s judgment, the best interests of the Corporation will be served thereby.
Section 6.04 Resignation from Office. Officers may resign at any time by providing written notice to the Chair.
Section 6.05 Powers and Duties. The powers and duties of the officers of the Corporation shall be as follows:
(a) The President shall preside at the membership meetings and shall serve as chair of the Board of Directors; and such other duties as directed by the Board.
(b) Vice-President. The President Elect shall assume the duties of the President if the President is absent or if the post becomes vacant; and such other duties as assigned by the President or the Board.
(c) The Secretary shall be responsible for keeping an accurate record of all meetings of the Board and the membership, see that all notices are duly given in accordance with these Bylaws or as required by law, maintain the official records of the Corporation and, in general, perform all duties customary to the office of Secretary and such other duties as from time-to-time may be assigned by the President or by the Board. The Secretary shall have custody of the corporate seal of the Corporation, if any, and shall have the authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by the Secretary signature. The Board may give general authority to any officer to affix the seal of the Corporation, if any, and to attest the affixing by their signature.
(d) The Treasurer shall be responsible for financial management, including keeping all appropriate fiscal records and ensuring that all funds are recorded, spent and monitored consistent with funder requirements, legal requirements and sound financial management.
Section 7.01 Fiscal Year. The fiscal year of the corporation shall begin on January 1st and shall end on December 31st.
Section 7.02 Contracts and Other Documents. The Board of Directors may authorize officers and agents to enter into contracts or to execute and deliver other documents and instruments on the Corporation’s behalf. Such authority may be invested in other officers or agents of the Corporation from time-to-time for specific purposes.
Section 7.03 Gifts. The Board may authorize officers to accept, on behalf of the Corporation, any contribution, gift, bequest or device for the purposes of the Corporation.
Section 7.04 Checks, Drafts, Loans, Etc. All checks, drafts, loans or other orders for the payment of money, or to sign acceptances, 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 be from time-to-time determined by the Board.
Section 7.05 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 Board may from time-to-time select.
Section 7.06 Indemnification and Insurance.
(a) Unless otherwise prohibited by law, the Corporation shall indemnify and defend any Director or officer, any former Director or officer, and may, by resolution of the Board, indemnify any employee against any and all expenses and liabilities actually and necessarily incurred by them or imposed on them in connection with any claim, action, suit or proceeding (whether actual or threatened, civil, criminal, administrative or investigative, including appeals) to which they may be or are made a party by reason of being or having been such Director, officer or employee; subject to the limitation; however, that there shall be no indemnification in relation to matters as to which they shall be adjudged in such claim, action, suit or proceeding to be guilty of a criminal offense or liable to the Corporation on for damages arising out of their own gross or willful negligence or misconduct the performance of a duty to the
(b) Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines and penalties against, and amounts paid, in settlement by such Director, officer or employee. The Corporation may advance expenses to or, where appropriate, may itself, at its expense, undertake the defense of any Director, officer or employee; provided, however, that such director, officer, or employee shall undertake to repay or to reimburse such expense if it should ultimately be determined that they are not entitled to indemnification under this Article.
(c) The provisions of this Article shall be applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or, omissions to act occurring before or after adoption hereof.
(d) The indemnification provided by this Article shall not be deemed exclusive to any other rights to which such Director, officer or employee may be entitled under any statute, Bylaw, agreement, vote of the Board of Directors or otherwise and shall not restrict the power of the Corporation to make any indemnification permitted by Law.
(e) The Board may authorize the purchase of insurance on behalf of any Director, officer, employee, or other agent against any liability asserted against or incurred by him/her which arises out of such person’s status as a Director, officer, employee or agent or out of acts taken in such capacity, whether or not the Corporation would have the power to indemnify the person against that liability under law.
(f) In no case, however, shall the Corporation indemnify, reimburse, or insure any person for any taxes imposed on such individual under Chapter 42 of the Internal Revenue Code, as now in effect or as may hereafter be amended (the “Code”).
(g) If any part of this Article shall be found in any action suit or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
Section 7.07 Amendment to Bylaws. These Bylaws of the Association may be amended, altered, changed, added to, deleted from, or repealed by the affirmative vote of the majority of the Bluegrass Appa Board of Directors on behalf of the Educational Institution and Affiliate organization membership.
The undersigned Secretary of the Corporation hereby certifies that the foregoing Bylaws are the true and correct Bylaws of the Corporation.
Dated this _______ day of__________