Corrected By-Laws of the Florice Tanner Foundation
May 29, 1998 07:50 AM
by John E Mead
I got the corrected revision now and am forwarding as promised.
john e. mead
FLORICE TANNER FOUNDATION
(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
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,
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
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
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
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.
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