Bylaws of the Alabama Planned Giving Council
Article 1 – Name
The name of this organization shall be the Alabama Planned Giving Council (referred to in these Bylaws as the “Council”).
Article 2 – Purposes
The purposes of the Council are:
To provide a better understanding of charitable planned giving;
To establish and to administer an information sharing system about charitable planned giving issues;
To promote cooperation among the various professional disciplines which are involved in charitable planned giving;
To further the education of and provide regular opportunities for professional development to its members and the general public in the field of charitable planned giving; and
To review federal and state legislative and regulatory developments in the area of charitable planned giving, and to keep its members informed of the impact of these developments.
Article 3 – Membership
Membership in the Council shall be open to individuals who: (a) are interested in planned giving as a method of charitable giving; (b) are significantly involved in the planned giving process in the course of their activities; (c) execute a statement that they agree to abide by the Model Standards of Practice for the Charitable Gift Planner, as adopted by the National Committee on Planned Giving and the Council and (d) apply for and are approved for membership pursuant to Section 3.02 and Section 3.03 of these Bylaws.
3.02 Categories of Membership
Members of the Council shall be persons in one of the following eight professional categories:
Members of the Alabama Bar Association;
Members of the Alabama Society of Certified Public Accountants;
Trust officers of banks or other entities authorized to exercise trust powers in the State of Alabama;
Life insurance agents who are licensed in the State of Alabama, and who have received the Chartered Life Underwriters designation, are members of the National Association of Life Underwriters, or both;
Individuals associated with a registered broker or dealer and registered with either the National Association of Securities Dealers or a national securities exchange and who are registered with the Alabama Securities Commission as representatives of a registered investment advisor;
Members of the Alabama Association of Realtors, Inc.;
Financial planners holding the Certified Financial Planner® or Chartered Financial Consultant designation;
Development officers, planned giving officers or consultants employed by or working with any organization which qualifies as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code.
3.03 Application for Membership
Applications for membership shall be submitted to the Vice President for Membership and shall include the name, address, telephone number, professional category, and such other appropriate information as shall be determined from time to time by the Board of Directors. Each candidate shall also execute a statement adopting the Model Standards of Practice for the Charitable Gift Planner, which shall be submitted with the application. Two members in good standing of the Council, at least one of which must be in the professional category of the prospective member, shall sign the application. The Vice President for Membership shall review the information requested on the application to ensure that it is complete and that the application fulfills the basic requirements for membership as set out in Section 3.01. Upon verifying the membership qualifications, the Vice President for Membership shall submit the application to the Board of Directors at its next regular or special meeting. The Board of Directors shall consider the completed application, and the Vice President for Membership shall notify the applicant, in writing, by e-mail or other appropriate means of communication that the application has been accepted or denied.
3.04 Number of Members
Membership in each of the eight professional categories set out in Section 3.02 shall be limited to a number as set by the Board of Directors from time to time.
3.05 Loss of Membership
By majority vote of the Board of Directors, a member may lose membership in the Council if the member (a) ceases to meet the criteria for membership as provided in this Article, (b) fails to pay the required dues as specified in Section 8.02 or (c) otherwise fails to fulfill the obligations as set forth in these Bylaws. Additionally, the Board of Directors may, by majority vote, dismiss from membership a member whose activities or conduct are deemed to be contrary to the purposes and objectives of the Council; provided, however, that prior to such dismissal said member shall be given the opportunity to explain the member’s position and desire to retain membership.
3.06 Voting Privileges
Every member in good standing shall be entitled to one vote for the election of members of the Board of Directors, as well as one vote on all issues brought before the general membership of the Council. Each member shall have the power to exercise that voting privilege directly or through written proxy.
Article 4 – Board of Directors
There shall be at least twelve, but not more than sixteen members of the Board of Directors of the Council. The Board of Directors shall constitute the governing body of the Council. Members elected to the Board of Directors of the Council shall be members of the Council in good standing at the time of their election.
4.02 Constitution of Board
At least one member of four of the eight professional categories set forth in Section 3.02 shall be represented on the Board of Directors, but in any event the membership of the Board of Directors shall be reasonably divided among the professional categories.
4.03 Terms of Office
The term of office for Directors of the Council shall be three years, with terms alternating as equally as possible over a three year period.
4.04 Election of Board
The Nominating Committee (the duties of which are set forth in Section 6.02) shall publish the proposed slate of nominees to the general membership at least one week prior to the final scheduled general membership meeting of the calendar year. The Board members shall be elected by a majority vote of the general membership present at the last general membership meeting for the calendar year.
Each member of the Board of Directors shall have one vote. All actions by the Board of Directors shall require the affirmative vote of a majority of the members present at the meeting at which such action was taken.
A quorum shall consist of at least one-half of the members of the Board of Directors.
The Board of Directors shall hold such regular and special meetings as are necessary for the conduct of its business. Meetings may be held at such times and at such places as may be determined by the President or by a majority of the members of the Board of Directors.
Article 5 – Officers
The officers of the Council shall be the President, Vice President for Programs, Vice President for Membership, Secretary and Treasurer. The officers shall be elected by the Board of Directors of the Council, and shall be selected from a group consisting of the members of the Board of Directors. Each officer elected shall serve for a term of one calendar year or until such time as a successor is elected. If an office becomes vacant during the term for which an officer was elected, then the Board of Directors shall elect a successor to fill the unexpired term.
The President shall be the chief presiding officer of the Council. The President shall preside over all meetings of the general membership and the Board of Directors. The President shall sign all official documents and shall have the general powers and duties of supervision and management customarily vested in the office of the president of an organization.
5.03 Vice President for Programs
The Vice President for Programs shall perform the duties of and exercise the powers of the President in the absence or disability of the President. The Vice President for Programs shall coordinate the meetings of the Council, and shall provide information to the Secretary for notice of meetings to be mailed to the membership.
5.04 Vice President for Membership
The Vice President for Membership shall coordinate the recruitment of planned giving professionals as members of the Council. The Vice President for Membership shall also publish membership application forms and application information to prospective members, and shall publish a directory of the membership on an annual basis.
The Secretary shall record and keep the minutes of all meetings of the Council and the Board of Directors. The Secretary shall keep on file all reports, statements and other documents required by law. The Secretary shall issue meeting notices and shall provide the National Committee on Planned Giving necessary officer and membership information.
The Treasurer shall be the chief financial officer of the Council and shall keep full and accurate accounts of receipts and disbursements, as ordered by the Board of Directors, and shall render to the Board of Directors at regular meetings or whenever they request it, an accounting of all transactions and the financial condition of the Council. The Treasurer shall report all appropriate information to the Internal Revenue Service as required by law.
Article 6 – Committees
The Board of Directors shall have the power to establish and appoint members to such committees as it determines are appropriate to carry out the purposes of the Council. Such committees shall be constituted and selected in the manner determined by the Board of Directors.
6.02 Nominating Committee
The Nominating Committee shall be an ad hoc committee, and its sole purpose shall be to recommend a slate of nominees for open positions on the Board of Directors and, pursuant to Section 5.01, to recommend a slate of officers for the ensuing year. The President of the Council shall serve as chair of the Nominating Committee, and the immediate past President shall serve as a member of the Nominating Committee. The President shall also appoint at least two members Board of Directors (and may appoint more than two) as additional members of the Nominating Committee.
6.03 LEAVE A LEGACY® Committee
The LEAVE A LEGACY® Committee may be composed of both members and non-members of the Council. The committee shall have two (2) chairpersons, at least one of whom is a Director of the Council. The committee shall conduct and oversee the LEAVE A LEGACY ® outreach and activities of the Council. A specific portion of the Council’s budget may be allocated to the committee for its activities, and grants and sponsorships may be made to the Council specifically for the LEAVE A LEGACY® fund; provided that all revenues and expenditures of the LEAVE A LEGACY ® Committee shall be controlled and reviewed by the Board of Directors of the Council.
Article 7 – Council Meetings
7.01 Membership Meetings
The Board of Directors shall determine the number of meetings of the general membership to be held each year, provided, however, there shall be no less than one such meeting. The meetings of the general membership shall be for the purpose of conducting elections, hearing reports of officers and committees, carrying out the purposes set out in Article 2, and conducting any other business that may arise.
7.02 Notice of Meetings
The Secretary of the Council shall notify the membership of a regular or special meeting at least two weeks prior to the date of that meeting, unless this notice requirement is waived by unanimous consent of those entitled to receive such notice. It is anticipated that such meeting notice shall be mailed or hand delivered; however, other forms of notice may be approved by the Board of Directors.
7.03 Quorum and Voting
A quorum shall consist of at least one-third of the membership in good standing of the Council. A majority vote of a quorum of membership is required to decide issues, elect Board members, or to decide other questions put before the membership.
Article 8 – Financial Matters
The funds of the Council shall be received by, disbursed by and maintained by the Treasurer in a form and in a location designated by the Board of Directors.
8.02 Membership Dues
There shall be annual dues for membership in the Council as set by the Board of Directors.
8.03 Fiscal Year
The fiscal year of the Council shall be the calendar year.
Members shall be permitted to inspect and review the financial records of the Council provided that notice of such request for inspection shall be made in a reasonable manner. The Treasurer shall make a financial report available to the membership at the first general membership meeting of the calendar year for the immediately preceding calendar year.
Article 9 – General Policies
9.01 Use of Council Affiliation
Members shall not use their affiliation as a member of the Council in any manner, directly or indirectly, in any form of advertisement or solicitation of business without the approval of the Board of Directors.
The officers and directors of the Council shall not be paid for their services on behalf of the Council, although they may be reimbursed for appropriate expenses advanced for the benefit of the Council. No assets or income of the Council shall inure to the benefit of or be paid to any member or officer.
9.03 Agents and Representatives
The Board of Directors may appoint such agents and representatives of the Council with such powers and to perform such acts or duties on behalf of the Council as the Board of Directors may see fit, so far as may be consistent with these Bylaws, to the extent authorized or permitted by law.
Pursuant to Ala. Code § 10-11-1, et seq. (1975), as amended, all non-compensated officers and members of the Board of Directors of the Council shall be immune from suit and shall not be subject to civil liability arising from the conduct of the affairs of the Council, except when the act or omission of such officer that gives rise to a cause of action amounts to willful or wanton misconduct or fraud, or gross negligence.
Article 10 – Dissolution
The Board of Directors of the Council may recommend dissolution of the Council to the membership, by the Secretary publishing such notice at least thirty days prior to a regular or special meeting at which the dissolution is to be considered.
Article 11 – Amendments
These Bylaws may be amended by a two-thirds vote of the Directors present at any regular or special meeting of the Board of Directors duly called and regularly held. Notice of consideration of any such amendment shall be sent in writing to members of the Board at least ten (10) days before such meeting.
Article 12 – Effective Date
These Bylaws and any amendments shall be effective at the time and date of their adoption by the Board of Directors and shall remain in effect until such time as amended according to Article 11.