BYLAWS
OF
FRIENDS OF LOREN EISELEY
Updated and adopted on Saturday, December 10, 2022 by the Friends of Loren Eiseley board.
The name of the organization is Friends of Loren Eiseley (dba as the Loren Eiseley Society). The organization is organized in accordance with the Nebraska Revised Statutes, Chapter 21, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the directors, officers, or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The purpose of the organization is the following:
- Encourage research into and respect for the work of Loren Eiseley;
- Increase public awareness of Loren Eiseley's scientific and humanistic contributions;
- Further awareness of the contributions of similar such scholars and writers.
The organization is organized exclusively for purposes pursuant to section 501(c)(3) of the Internal Revenue Code.
ARTICLE I: DIRECTORS
Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of no fewer than three and no more than twenty-one members. Changes in this number can be determined by an affirmative vote of the majority of members of the Board of Directors then in office at any regular or special meeting of the board, or upon the written consent of all members of the Board entitled to vote therein.
Section 2. Election and Term of Office. The directors shall be elected at an annual meeting. Terms for directors are of unspecified duration, subject to the following conditions.
- Resignation: Any director may resign at any time by giving written notice of such resignation to the Board of Directors.
- Removal: Any director may be removed by a majority vote of the board provided that no less than 15 days prior written notice is given, with reasons for removal, and that there is an opportunity for the director to be heard, orally or in writing, not less than five days before the vote for removal.
Section 3. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.
Section 4. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees.
Section 5. Advisory Council. The Board of Directors may establish an advisory council for the purpose of soliciting advice.
ARTICLE II: OFFICERS
Section 1. Number of Officers. The officers of the organization shall be a President, one or more Vice- Presidents (as determined by the Board of Directors), a Treasurer, and a Secretary. Two offices may be held by one person. The President may not serve concurrently as a Vice President.
- President. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Foundation thereunto authorized by the Board of Directors, deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Foundation or shall be required by law to be otherwise signed or executed; and in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
- Vice President. The Vice President shall perform the duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties.
- Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors' meetings and all committee meetings.
- Treasurer. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors.
Section 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the annual meeting. Each officer shall serve a one-year term or until a successor has been elected and qualified.
Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the organization. Any vacancy that occurs for any reason may be filled by the Board of Directors.
ARTICLE III: MEETINGS
Section 1. Place of Meetings: The President and Vice President shall determine the location of all meetings. A meeting of the directors is not required to be held at a geographic location if the meeting is held by means of the internet of other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, vote on matters submitted to the members, pose questions, and make comments. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.
Section 2. Annual Meeting. The first meeting of the calendar year shall be deemed the Annual Meeting. At this meeting officers shall be chosen for the coming year.
Section 3. Regular Meetings. The Board of Directors shall meet periodically throughout the year for the purpose of transacting such business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.
Section 4. Special Meeting. Special meetings may be requested by the President, Vice-President, Secretary, or any two directors by providing five days' written notice. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting.
Section 5. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.
Section 6. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting.
Section 7. Quorum. A majority of the directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in representation of less than a quorum.
Section 8. Informal Action. Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote.
Section 9. Public Event. The organization shall organize at least one public event each year for the dissemination, celebration, and consideration of the works of Loren Eiseley.
ARTICLE IV: AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Board of Directors by a majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board members at least ten (10) days before the meeting.
ARTICLE V: INDEMNIFICATION
Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).
ARTICLE VI: DISSOLUTION
The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
- All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organizations, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.
Certification
Bing Chen, President of Friends of Loren Eiseley, and Cris Trautner, Secretary of Friends of Loren Eiseley, certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on Saturday, December 10, 2022.
I certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on Saturday, December 10, 2022.
By: Bing Chen, President
Date: Saturday, December 10, 2022
By: Cris Trautner, Secretary
Date: Saturday, December 10, 2022
