Theos-Talk Archives (May 1998 Message tl00003)

hi -

I got the corrected revision now and am forwarding as promised.

peace -

john e. mead

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FLORICE TANNER FOUNDATION
BY-LAWS
(DATE - 2ND DRAFT 24 MAY 1998)

ARTICLE I. PURPOSE

This Foundation is organized to further the three objects of The 
Theosophical Society in America and, through its work, to honor 
its principal benefactor, Florice Tanner.  Specifically, it is 
to provide funds to disseminate theosophy, with a focus of 
activity in the southeastern States.

ARTICLE II. BOARD OF DIRECTORS

Section 1. BOARD DEFINED: The Foundation shall have a Board of 
Directors consisting of persons who are members in good standing 
of The Theosophical Society in America and who are active in the 
work of the Society.  Initially, the Board shall consist of six 
Directors, but shall be reduced to five whenever one Director 
leaves.  In addition to these, the Board shall include the 
National President of The Theosophical Society in America as an 
ex-officio member.

Section 2. TERM: Directors shall serve for a term of five years 
beginning on January 1st, with initial rotation as provided in the 
minutes of the first meeting in which these by-laws are adopted.  
If a Director's position becomes vacant for any reason before 
expiration of that Director's term, a replacement shall be appointed 
to fill the position for the remainder of the term as provided in 
Section 3. Directors may succeed themselves.

Section 3. METHOD OF APPOINTMENT: New and replacement Directors 
shall be appointed by the remaining members of the Board who have 
terms continuing beyond the date of appointment for the position 
being filled.  First consideration for appointment of Directors 
shall be given to those in elected positions representing members 
of The Theosophical Society in America in the southeastern States.

Section 4. DUTIES: Duties of the Board shall include the following: 

A. To formulate general policies for the operation of the Foundation.  
A simple majority of the Board shall be sufficient for approval of 
all actions except amendments to these by-laws (see ARTICLE IV, 
AMENDMENTS).

B. To distribute funds generated by the Foundation for projects or 
activities in consonance with Article I.

C. To hold meetings annually and at such other times as deemed 
necessary by the Chairperson or a majority of the members of the Board.

Section 5. OFFICERS: Officers of the Foundation shall be elected 
by the Board of Directors from among themselves.  The Officers, 
with their duties are as follows:

	A. Chairperson: The Chairperson shall be the Executive 
        Officer of the Board and shall, in consultation with the 
        other Directors, have general supervision, direction, and 
        control of the business affairs of the Foundation.  The 
        Chairperson shall normally preside at all meetings, but may 
        appoint another to serve in his or her place from time to 
        time as necessary.  The Chairperson shall plan and promote 
        a financial program for the long-term operation of the 
        Foundation, which plan shall be subject to approval by the 
        Board.

	B. Secretary: The Secretary shall keep a file of records 
        and of minutes of all meetings.  The Board shall provide 
        guidance as to what records shall be kept for long term 
        and for how long.  The Secretary shall handle correspondence 
        as directed by the Chairperson.

	C. Treasurer: The Treasurer shall provide regular statements 
        of income and expenses as the Board directs, including 
        endowment fund status, and account balances with all banks 
        or other institutions where assets are invested, including 
        the financial institution name, address, account numbers, and 
        maturity dates of deposits as applicable.  Statements from all 
        financial institutions shall be reconciled upon receipt.  All 
        Treasurer reports and records shall include or give the 
        location of source documents as the Board directs.  An 
        operating cash fund shall be accessible to the Chairperson 
        and the Treasurer.  The Treasurer shall immediately report 
        to the Board any difficulty encountered in obtaining statements
        of account balances from financial institutions, the keeping 
        of records, or in any other financial matter.  The Treasurer 
        shall be responsible for filing any applicable tax forms.

	D. Others: Other officers may be designated to perform duties 
        as defined by the Board.

Section 6. REMOVAL OF BOARD MEMBERS:  If a Director should be absent 
from or not participate in three successive meetings, or fail to meet 
the obligations of the position, the remaining Directors by unanimous 
vote may declare that position vacant.

Section 7. FILLING VACANT OFFICES: Vacant offices shall be filled by 
appointment by the Chairperson until the next regular election of 
officers.  The Secretary shall acquire the added authority and 
responsibilities of the Chairperson if at any time that office becomes 
untimely vacant.

Section 8. QUORUM: For actions of the Board of Directors, the 
Chairperson shall attempt to poll any absent members by telephone, 
mail or other means, but if absent members cannot be reached, a simple 
majority shall constitute a quorum.

ARTICLE III. FISCAL YEAR

The fiscal year shall be the calendar year.

ARTICLE IV. AMENDMENTS

PROPOSAL AND ADOPTION: To be considered, amendments to these by-laws 
must be proposed by at least two Directors.  A copy of proposed 
amendments must be provided to all Directors at least 30 days prior to 
the meeting at which the amendments shall be voted upon.  Amendments 
must be approved by at least a 2/3 majority of the full Board of 
Directors.  After adoption by the Board, amendments shall be submitted 
to the National Board of Directors of The Theosophical Society in America 
for review and approval by the National Judiciary Committee.  Amendments 
shall not be valid until final approval by National Headquarters of 
The Theosophical Society in America.  Amendments shall be signed and 
dated by the Chairperson and the Secretary, and made a part of the 
permanent record.  Subsequent issues of the by-laws shall reflect the 
latest amendments. 

ARTICLE V. DISSOLUTION

If for any reason the Florice Tanner Foundation should be dissolved, 
after expenses of dissolution have been paid or provided for, all 
records, property and assets shall be turned over to The Theosophical 
Society in America, Wheaton, Illinois, to be used in such manner as 
its National Board of Directors may consider to be in the best 
interests of the Society.

Chairperson                    Date                 
Secretary                      Date