The Giving Institute
225 W. Wacker Drive Suite 650
Chicago, IL 60606
Formerly American Association of Fundraising Counsel, Inc.
As Amended December 2, 2004
As Amended April 1, 2005
As Amended July 5, 2005
As Amended December 2, 2005
As Amended July 13, 2006
As Amended March 9, 2012
As Amended March 8, 2014
As Amended February 16, 2016
DEFINITION AND NAME
The name of this association shall be Giving Institute: Leading Consultants to Non-profits, Inc. (“The Institute”), a 501c(6) trade association incorporated and organized under the statutes of the State of New York. The Institute offers expertise to Member organizations in the management of corporate practices and in the delivery of services to member organizations to clients.
Categories of Membership
The Institute shall have the following types of membership categories: Full Member; Affiliate Member; and Honorary Member.
A Member is defined as a for profit entity or the affiliate(s) of such organization, whose services conform to the Institute’s Standards of Membership and Professional Conduct and primarily provide services to advance the mission of nonprofit organizations. An organization may become a Member upon completion of the application process, as defined in the policies, and with a vote of approval by a 2/3 majority of the Board of Directors or Executive Committee.
Any Member is deemed an affiliate if one or more other Member organization control or is controlled by or is under common control with any other Member. The determination that one or more such conditions exist and that a Member is an affiliate of one or more other Member organizations shall be made by the Board of Directors. In the event that a Member is determined to be an Affiliate of one or more other Members, the Member shall, in the aggregate, be entitled to nominate only one person to be a director of the Institute (rather than each entitled to nominate one).
The Board of Directors may elect to award an honorary membership to an individual, not identified with a professional organization, which may in some way be affiliated with, but not actually engaged in, providing goods or services to nonprofits. Such recognition may be given for his or her contribution to the fund-raising profession or for good and sufficient reason that the Board of Directors deems proper. Such an honorary member shall have no power to vote, shall be exempt from dues, and shall have no financial interest in the assets of the Institute. He or she shall, however, be invited to attend all general meetings of the Institute. Any honorary membership may be discontinued at any time at the discretion of the Board of Directors.
Goods and Services
Members are organized to provide counsel or other related goods and services to nonprofits in keeping with the standards set forth in these by-laws and the Institute Standards of Membership and Professional Conduct.
Requalification of Membership
Each Full Member shall be sent a membership survey every five years to review satisfaction with Giving Institute membership.
The Board of Directors, may at any time after admitting an applicant as a Member, rescind the membership, in the event the Board determines that the application filed by the applicant or any data furnished in connection with the application was misstated, or that the organization omitted any material facts which, if correctly stated or adequately supplied, would have resulted in the Board’s denying the application.
Reinstatement in certain cases
A former Member that has resigned while in good standing may be restored to the status of Member, provided it still complies with the requirements for membership as outlined in the membership process. A former Member that has ceased to be a Member solely by reason of its failure to pay dues or assessments as provided in Section 2.7 and 2.8, may be restored to the status of Member at any meeting of the Board, provided that the Member to be reinstated is in compliance with the conditions outlined in Board approved Policy Statement No. 5: Reinstatement of Former Members.
(a) Commencing with the first day of the month following the month in which a
determination of affiliate status was made; the billings of the affiliate organization are added to and included in the billings of the Member for the purpose of computing dues or assessments.
Dues and Assessments
The dues and assessments are determined from time to time by the Membership, at a meeting at which a quorum is present, by vote of two-thirds of the Members present. Should any Member fail to pay any dues or assessments for thirty days after the time when such report or payment shall become due, the Member shall be notified of this by the Treasurer by mail. Dues shall be assessed and collected per current Institute Policies, which shall be reviewed periodically by the Finance Committee.
Termination of Membership
(a) Any Member may resign at any time by submitting to the Board of Directors a resignation in writing effective as of the date received by the Board.
(b) Any member that fails to be represented at three (3) consecutive annual meetings of the Membership shall automatically cease to be a member firm at the conclusion of the third Annual meeting; however, the Membership shall consider each absence as a separate circumstance and may expressly waive such absence by affirmative vote of a majority of its members.
(c) When a Member ceases to be a Member for any reason, the member representing it ceases to be a member and all rights, titles, and interest, if any, in or to the Institute, or its property, ceases.
BOARD OF DIRECTORS
Appointment of Directors
Each Member Firm annually appoints, in writing to the Secretary, one representative of their firm to be a Director of the Institute. To change the appointment, a firm must submit the change in writing. These appointments are confirmed each year by the membership at the annual membership meeting.
Executive Director of the Institute
The Executive Director serves as an ex-officio member of the Board without voting privileges.
The Nominating Committee will be responsible for filling vacancies on the Board of Directors with election by a two-thirds vote of the Board
Powers of the Board
The Board of Directors has general charge and supervision of all the affairs and property of the Institute. It can determine the staffing needs of the Institute and can enter into agreements to meet those needs and hires and discharges the Executive Director and/or a management firm to conduct Institute business. It proposes the annual budget and specifies the terms and the conditions upon which the principal funds and income of the Institute shall be used in accordance with the provisions of the certificate of incorporation, for approval by the Membership at its annual meeting. It fills all vacancies among the officers of the Institute caused by death, resignation, removal, or other cause; and may remove the Chairperson upon a two-thirds majority vote, and is responsible for removing non-dues paying members.
Standing Committees of the Board
The standing committees shall be the Executive Committee, Finance Committee, Membership Committee, Nominating and Professional Ethics, Standards, Grievance Committee, Program and Education Committee and the Chairs of the other standing committees shall be appointed by the Chairperson of the Board and serve at the pleasure of the Chair or until their replacement is appointed.
Ad Hoc Committees of the Board
The Chairperson of the Board may create additional ad hoc committees to carry out specific tasks of the Institute.
At all meetings of the Board, each Director shall be entitled to one vote. If there is a challenge to the voting rights of a director, the appropriate Institute records validating the voting rights shall be produced and the vote shall proceed. Except as otherwise prescribed, all questions shall be decided by a majority vote of the Directors present.
Titles and Appointment
The officers of the Institute consist of: Chairperson, Chair Elect, Vice-Chairperson, Secretary/Treasurer, and Executive Director. The Membership elects officers at its annual meeting to continue in office for one year and until their respective successors have been qualified and elected. With the exception of the Executive Director, the officers shall be Directors. The same person may not hold more than one of the above-designated offices and no officer may hold the same office for more than two consecutive years.
The Chairperson is the chief executive officer of the Institute. The Chair is subject to the control of the Board and may be removed by a two-thirds vote at any time. The Chairperson presides at all Board of Directors meetings and all meetings of the Membership. The Chairperson performs such other duties as are incidental to this office or properly required by the Board such as: providing direction to and conducting the annual review of the Executive Director, serving as a voting member of the Giving USA Foundation, expending funds within approved budget, serving as an ex-officio member of all committees, and appointing the Chairs of the Standing Committees, the Chairs of the sub-committees, and other ad hoc committee chairs and members as necessary.
The Chair Elect is presumed to succeed the Chair at the completion of the Chair’s term of office, pending nomination as Chair by the nominating committee and election by the Membership. The Chair elect in the absence or disability of the Chairperson has the powers and performs the duties of the Chairperson and shall be appointed by the Board.
The Vice-Chairperson shall perform such duties as requested by the Chairperson and perform other such duties as are incidental to the office or properly required by the Board.
The Secretary gives or causes to be given notice of all meetings of the Institute and Membership, as provided in these by-laws, and acts as Secretary of all meetings and keeps the minutes thereof. When new Directors and Members are elected or designated, the Secretary notifies or causes them to be notified of their election or designation.
The Secretary oversees custody of all evidences of title and other papers and documents relating to the property of the Institute. The Secretary performs such other duties as are incidental to the office or properly required by the Board.
The Treasurer oversees all aspects of the handling of all moneys and securities of the Institute as the Board authorizes and directs. The Treasurer, with the Chair and Executive Director are primary, but not only officers that have information on the dues assessments owed to the Institute by any Member, and knowledge of assessment statements that accompany them. Such collection processes shall be in accordance with the Policy and Procedures Manual as adopted by the Board. The Treasurer may endorse for collection, in the name of the Institute, checks, and notes; and may sign all receipts and vouchers for payments made to the Institute. The Treasurer prepares or causes to be prepared and keeps at the office of the Institute the correct book of accounts of all its business and transactions and renders statements thereof whenever required by the Board; and at each annual meeting of the Institute presents an account showing in detail the assets and the liabilities of the Institute at the close of its previous fiscal year and all receipts and disbursements of property and money belonging to the Institute made during the fiscal year. The Treasurer performs such other duties as are incidental to the office or properly required by the Board.
The Executive Director is the chief operating officer of the Institute and is responsible to the Chairperson, subject to the control of the Board. The Executive Director may be an employee of the Institute, or a specified representative of a retained management firm. The Executive Director shall serve ex-officio (without vote) on the Board of Directors and all committees and shall perform such other duties as are incidental to this office or properly required.
Meetings of the Members
The Institute’s Annual Membership Meeting shall be held annually at a date to be determined by the Board. The agenda shall include the annual reports of all officers, the election of directors, the election of officers, approval of the annual budget and the transaction of other appropriate business. Each year the Board of Directors shall set the place, time, and date of the annual meeting.
Meetings of the Board of Directors
The Board of Directors shall meet three times per year by phone, video conference or in person, provided that at least one meeting per year must be conducted in person. Meetings of the Board may be called at any time by the Chairperson of the Board, or by any two directors, with notice as specified in Section 5.4.
Special meetings of the Members, officers, or of the Board may be called at any time by the Chairperson of the Board or any two Directors. Action can also be taken by unanimous written consent without a meeting. Decisions made in all such meetings shall be approved in compliance with the procedures set forth in these by-laws.
Notice of Meetings
Notice of any meeting of the Members or of the Board shall be sent in writing (including email or FAX notification) to each director not less that ten nor more that forty days prior to the meeting. The notice shall be signed by a Board member, shall state the purpose, time and place of the meeting, and shall be delivered to the directors.
Quorum - Meetings of the Membership
The quorum for any meeting of the Membership shall be a majority of the Members in good standing. Each Member must be present or represented, by means of a conference telephone call, electronic ballot, or a live videoconference setting whereby all parties can simultaneously communicate with each other.
Quorum - Meetings of the Board of Directors
The quorum for any meeting of the Board shall be no less than 33% of the membership. Each director must be present or represented, by means of a conference telephone call, electronic ballot, or a live videoconference setting whereby all parties can simultaneously communicate with each other.
The Chairperson of the Board shall call to order and preside over all meetings of the Board and Membership. In the absence of the Chairperson, the Chair Elect, as designated shall preside. If both the Chair and Chair Elect are absent, the Vice Chair shall chair that particular meeting. Minutes of all meetings shall be recorded and distributed to the entire Membership.
STANDING COMMITTEES AND SUB-COMMITTEES
Committees of the Board
All standing committees and sub-committees will report to the Board of Directors.
The chairs of the standing committees will be appointed by the Chairperson of the Board and are selected from among members of the Institute’s Board of Directors and other representatives of the organizations who are Full Members. The standing committee chairs are responsible for the coordination of all activities of the committee and the sub-committees under their respective control. These individuals shall select and enlist committee members with the advice and counsel or the Chairperson of the Institute. These individuals will be responsible for maintaining records of all committee and sub-committees meetings and report the accomplishments to the Board on a regular basis.
The sub-committee chairs will be appointed by the Chairperson of the Board from among the Board of Directors and other representatives of the organizations who are Full Members. These sub-committee chairs shall select and enlist committee members with the advice and counsel of the Chairperson of the Institute.
There shall be an Executive Committee of the Board of Directors consisting of the officers of the Institute, the Immediate Past Chair and the Executive Director. The Executive Committee shall have the power to act for the Board of Directors in the interim between meetings of the Board in the management of the Institute‘s affairs and shall oversee all of the Institute’s functions. The Membership may restrict the powers of the Executive Committee as it deems appropriate and may provide for the manner in which the Executive Committee exercises such powers. The Executive Committee shall promptly report to the Board of Directors and Membership all actions taken.
Finance and Administration Committee
The purpose of this standing committee is to provide management for the Institute’s finances and operations. This committee is chaired by the Secretary/Treasurer. It shall consist of a Vice-Chairperson and no fewer than two other members. The committee, after consultation with the Board, presents to the Membership at the annual meeting the proposed budget consisting of estimated income and expenditures for the Institute for the coming fiscal year.
The Membership Committee is responsible for oversight and implementation of the recruitment of new members and the re-qualifying process for the existing Institute members. The committee will ensure compliance with all membership policies and procedures approved by the Board of Directors.
This standing committee consists of at least one Chairperson and no fewer than five members.
This committee nominates the officers and directors of the Institute for the coming year. It will be Chaired by the Immediate Past Chairperson and five other members, at least three of whom shall not be current Board members. The Nominating Committee composition should reflect the diversity of the Members. It meets at least thirty days prior to each annual meeting of the Institute. The nominating committee sends a copy of the proposed slate to each Member at least ten days before the annual meeting.
Professional Ethics, Standards, Grievance Committee.
(a) This committee consists of a Chairperson, and no fewer than four other members.
(b) This committee receives, investigates, hears and determines any complaints or charges referred to it by the Board of Directors, Executive Committee or any Member concerning the conduct of any Member or its failure to maintain compliance with the standards set forth in these by-laws or otherwise prescribed by the Board of Directors.
(c) In carrying out its duties, the committee may invite the parties to appear before it, assures that the parties are fully informed of their rights, duties and the applicable the Institute Rules of Grievance Procedures, and makes such inquiries as in its judgment are warranted. At any hearing held by the Committee, all parties to the proceeding shall appear in person before the committee to present the complaint or charge and any defense thereto.
(d) Any Member charged with a violation of the Institute’s Standards of Professional Conduct or failure to maintain compliance with one or more of the requirements set forth in these by-laws or otherwise prescribed by the Board of Directors may be exonerated, cautioned or censured by the committee without any action by any other body. If the determination of the committee is that a Member be suspended or expelled, the suspension or expulsion will not be effected unless and until it is confirmed by a two-thirds vote of the Board, a quorum being present. If, a quorum being present, a vote is taken and the recommended action fails to receive a two-thirds vote, the matter shall be returned to the committee for such other action authorized under these by-laws as the committee deems appropriate.
(e) In each instance, this committee or the Board determines, after consulting legal counsel, what publicity, if any, is to be given to its findings.
(f) The committees may consider and recommend to the Board such changes or additions to the fair practice code or other rules, regulations or requirements of the Institute concerning professional ethics as it may deem appropriate. It is also the duty of this committee to receive all inquiries from Members or from the general public as to proper conduct for a member of the fund-raising counseling profession and, at the discretion of the committee, to answer such inquiries.
Program and Education Committee
The Program and Education Committee is to plan and develop ongoing programs for the leadership of the Institute that will enhance the value of membership.
INDEMNIFICATION OF DIRECTORS AND OTHER ELIGIBLE PERSONS
The Institute shall, to the maximum extent permitted by New York not for profit law, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Institute. For purposes of this article, the terms "agent" "proceeding" and "expenses" shall have the meanings set forth in New York not for profit law. Indemnification shall be accomplished pursuant to the procedures set forth in New York not for profit law.
The fiscal year of the Institute shall be established by resolution of the Board of Directors.
Waivers of Notice
Whenever, under the provisions of these by-laws, the Board of Directors is required to give notice to a person or persons of the Board’s intention to take any action, such action may be taken without notice if, at any time before or after such action is completed, the requirement of notice is waived in writing by the person or persons entitled to such notice.
From time-to-time the Board of Directors may adopt policy statements on behalf of the Institute. Policy statements shall be complied by all Members. Policy statements shall not conflict with these by-laws. Policy statements shall be compiled and maintained by the Executive Director. The Board of Directors may amend, restate or revoke a policy statement by a majority vote of the Board of Directors.
These by-laws may be rescinded, changed, or amended, and provisions hereof may be waived by a 2/3 vote of the entire membership. Written communication must be distributed at least 14 days prior to the vote.