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International Association for Public Participation United States of America (IAP2 USA)

Bylaws

Article 8: Relationship with the IAP2 Federation

Section 1: Affiliate Relationship with the IAP2 Federation

The International Association for Public Participation (the Federation) is a nonprofit corporation, structured as a federation of affiliates. Affiliates are members of the Federation and their representatives comprise the Federation board of directors. IAP2 USA is one of several affiliates of the Federation, and these are IAP2 USA’s own bylaws.

As a Federation affiliate, IAP2 USA will comply with the requirements of the affiliate agreement between the two organizations, as amended from time to time, and will not engage in behavior that endangers the nonprofit status of either the Federation or IAP2 USA.

Section 2: Affiliate Representation to the IAP2 Federation Board

The IAP2 USA board of directors will ensure it has the required number of representatives representing IAP2 USA as a member of the Federation board.

Article 9: Members

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Article 10: Meetings and Action of the Membership

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Article 11: Board of Directors

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Article 12: Meetings and Action of the Board

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Article 13: Officers and Federation Representatives

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Article 14: Committees

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Article 15: Chapters

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Article 16: Execution of Instruments, Deposits, and Funds

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Article 17: Indemnification

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Article 18: Corporate Records, Report, and Seal

Section 1: Maintenance of Corporate Records

The board of directors or its designees will ensure that the following are kept in appropriate forms and formats, in the designated locations, and accessible as provided elsewhere in these bylaws:

  1. Minutes of all meetings of directors, committees of the board, or members, including their time and place, whether regular or special, how called, the notice given, the names of those present, and the proceedings thereof;
  2. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, disbursements, gains, and losses;
  3. A record of its members, indicating names and contact information and, if applicable, the class or form of membership held, and the start and end dates of membership; and
  4. A copy of IAP2 USA’s articles of incorporation and bylaws as amended to date, which will be accessible for inspection by the members of IAP2 USA at all reasonable times.

Section 2: Directors' Inspection Rights

Every director will have a reasonable right to inspect and copy all IAP2 USA books, records, and documents and to inspect the physical properties of IAP2 USA.

Section 3: Members' Inspection Rights

Members have the right to inspect membership records, as well as the books, records or minutes of proceedings of the members or of the board or committees of the board, upon written request to IAP2 USA, for a purpose reasonably related to such person’s interest as a member.

Inspection under the provisions of this article may be in person, by agent or attorney, and the right to inspection includes the right to copy and make extracts.

Section 4: Annual Report

The board will cause an annual report to be prepared and made accessible to the membership not later than 150 days after the close of IAP2 USA’s fiscal year to all members. The report will contain the following information in appropriate detail:

  1. Assets and liabilities, including trust funds, of IAP2 USA as of the fiscal year end
  2. Principal changes in assets and liabilities, including trust funds, during the fiscal year
  3. Revenue or receipts of IAP2 USA, both unrestricted and restricted, for the fiscal year
  4. The expenses or disbursements of IAP2 USA, for both general and restricted purposes, during the fiscal year

The annual report will be accompanied by any report of an independent accountant, or if there is no such report, the certificate of an authorized officer of IAP2 USA that such statements were prepared without audit from the books and records of IAP2 USA.

Article 19: Fiscal Year

The fiscal year of the corporation will begin on the first day of January and end the last day of December in each year.

Article 20: Amendment of Bylaws

Amendments to these bylaws may be made only with prior notice, at a regular meeting of the IAP2 USA board of directors, and by a 2/3 vote. Emergency amendments may be made without prior notice by a 2/3 vote of the board of directors, but are valid for only 60 days and subject to subsequent approval by a 2/3 vote at the next meeting of the board.

Article 21: Dissolution

If for any reason IAP2 USA should be dissolved, the board of directors will provide for dissolution. Upon dissolution, the balance of any assets or property of IAP2 USA which remains after all debts or obligations are paid will be distributed to any other nonprofit corporation as determined by the board of directors.

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