"The Official Organization for All Indiana Beekeepers"
A 501(c)(3) organization
Section 1 The name of the Corporation is The Beekeepers of Indiana, Inc. ("Corporation").
Mission and Activities
Section 1 - Mission The Beekeepers of Indiana, Inc. is a nonprofit organization incorporated under the laws of the State of Indiana exclusively for charitable, scientific and educational purposes that qualify as exempt under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
The Beekeepers of Indiana, Inc. formed to consolidate the mission and interests of the Indiana State Beekeepers Association (ISBA) and the Indiana Beekeepers’ Association (IBA). As such, it exists to advance the education of beekeepers and improve the quality of beekeeping, bee products and honeybees throughout Indiana.
Section 2 - Activities The Beekeepers of Indiana, Inc. activities include (but are not limited to) the following:
These activities will be available to members and non-members in pursuit of a larger mission.
Section 1 - Classes, Eligibility & Dues.
A. Initial Membership. Upon incorporation of the Association, all ISBA and IBA members in good standing will automatically become members of the Association. Initial membership rights will continue until the respective membership with either ISBA or IBA would have terminated had the two not merged or is otherwise terminated. Thereafter, membership shall be in accordance with the provisions of these bylaws.
B. Classes. There are two (2) classes of membership. 
C. Eligibility. Individuals and institutions are eligible for membership provided they:
D. Dues. The Board of Directors determines membership dues.
Section 2 - Duties & Rights of Membership.
A. Duties. It is the duty of all members to promote the interests and wellbeing of the Association.
B. Rights. Members may exercise the following rights:
Section 3 - Term & Termination of Membership.
A. Term. The term of membership is one (1) year, beginning with payment of dues and renewable at its end.
B. Expiration. Membership and its privileges expire upon the failure to pay annual dues. Expired memberships may be reinstated by payment of dues.
C. Resignation. A member may resign at any time. Dues will not be refunded.
D. Removal. The Board may remove a member for cause as provided under Indiana Code Title 23, Article 17, Chapter 8 or its successor provisions.
Section 4 - Meetings of the Membership.
A. Frequency: The Beekeepers of Indiana, Inc. membership meets at least annually, usually at the time and place of the Fall Conference.
B. Purpose: The purpose of the annual meeting of the membership is to:
C. Chair: The President chairs all meetings of the membership.
D. Attendance. Meetings of the membership are open to the public. All board members are expected to attend.
Section 5 - Action of the Membership.
A. Voting Authority.
B. Quorum & Authorization. Unless otherwise specified or required, when action is taken by vote:
C. Agenda Items. Items may come to the membership upon Board recommendation. Items arising during the course of a membership meeting must go to the Board of Directors for deliberation before final action is taken.
D. Action Without Meeting. Unless otherwise restricted by law, the Articles of Incorporation or these bylaws, members may vote by mail without a meeting provided the action is approved by no fewer than the minimum number of eligible member votes that would be necessary at a meeting. The Board of Directors may adopt procedures for conducting voting by mail.
Board of Directors
Section 1 – Authority The Board of Directors has the power and authority traditionally assigned to such a body, as set forth in the Articles of Incorporation and bylaws of the Association, and as interpreted through policy statements.
Section 2 – Duties The Board of Directors is responsible for overall policy and direction of the Association and must perform all duties imposed collectively or individually by law, the Articles of Incorporation, these bylaws, and/or policy documents.
A. Individual. As such, each member of the Board of Directors is individually expected to:
B. Collective. Collectively, the Board of Directors is responsible for, but are not limited to:
Section 3 - Board Membership The Board of Directors consists of sixteen (16) voting Directors comprised as follows:
The Board of Directors may, at its discretion, provide non-voting seats to select advisors (e.g., State Apiarist and Purdue Apiary Extension Agent)
Section 4 - Terms & Elections The provisions of Article VII of these bylaws apply to all members of the Board of Directors, including eligibility to run for a seat or office.
Section 5 - Meetings & Notice
A. Frequency – The Board of Directors will meet at least four (4) times per year. It may hold special meetings at the call of the President or at least four (4) Directors.
B. Location – Meetings may be held at any location at the discretion of the Board of Directors.
C. Form – With the exception of the four meetings listed in A, meetings may be held by conference call or similar communications equipment, as long as all Directors participating in the meeting can hear one another. All such Directors will be “present in person” at the meeting.
D. Quorum – Quorum requires a minimum of fifty-one (51) percent of Directors then seated. Decisions require a simple majority of those present at the time when the vote takes place. Proxies are expressly disallowed.
E. Notice. The notice provisions of Article III apply to the Board of Directors, with the exception that the notice need only be given to the members of the Board. Further, special meetings may be called with notice of at least three (3) business days.
F. Action without Meeting – Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all directors individually or collectively consent in writing to such action. Such action by written consent will have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents will be filed with the minutes of the proceedings of the Board of Directors.
Section 6 – Compensation Directors serve without compensation. Reimbursement for reasonable, actual expenses incurred when acting in his/her capacity as Director on behalf of the Association may be pre-approved by the Board of Directors as necessary
Section 7 - Conflicts of Interest The Association conflict of interest policy requires that conflicts, potential conflicts, and/or the perception of conflict be disclosed and the affected person be recused from any decision-making with regard to the matter.
Board of Directors
Section 1 – Number The Board of Directors will include four (4) Directors who are elected as officers. Those offices are President, Vice President, Secretary, and Treasurer.
Section 2 – Duties All officers will perform all duties incident to the office and as may be required by law and/or the Articles of Incorporation, these bylaws, Association policies, or which may be prescribed by the Board of Directors. In addition:
A. President – The President has the general powers and duties usually vested in the office of president of a corporation and other powers and duties as the Board of Directors may prescribe. As such the President chairs the Board, the Executive Committee and membership meetings; has general supervision of the activities and affairs of the Association; and is the official spokesperson for the Association.
B. Vice President – The Vice President chairs the Governance Committee, serves as may be required in the President’s absence, and performs other duties as assigned.
C. Secretary – The Secretary chairs the Communications Committee, assures proper records of maintenance including Board records (e.g., actions, minutes), provides meeting notices, and distributes information as required.
D. Treasurer – The Treasurer chairs the Finance Committee, assures proper maintenance of adequate and correct books and records of accounts of the properties and transactions of the Association, reports at each board meeting, assists in budget preparation and other planning, and makes information available as required. The Treasurer is also responsible for accurately tracking all Association membership.
Section 3 – Terms & Elections The provisions of Article VII apply to all officers, including eligibility to run for office.
Approved January 17th, 2016
Section 1 – General
A. Formation – The Board of Directors may create committees to advise its work or the work of the Association.
B. Composition – Where these bylaws designate a committee chair, that person plus one other officer will collaboratively nominate committee membership for approval by the Executive Committee. Where no such chair is designated, the Executive Committee will appoint a committee chair. The process of seating the committee will otherwise be the same. Unless otherwise specified, committees may include any member of the Association (i.e., board and non-board).
C. Meetings. Committees meet as required to fulfill their duties. Committees may meet by conference call or similar communications equipment if all participating can hear each other at the same time.
D. Committee Rules.
Section 2 - Committees of the Board Committees of the Board are charged with tasks necessary for Association governance. All such committees report to and are formed by the Board of Directors.
A. Executive – The Executive Committee consists of the four (4) officers, chaired by the President. The committee:
B. Governance – The Vice President is the chair of the Governance Committee. The committee is responsible for all tasks usually associated with nominations and elections committees. As such it:
C. Finance – The Treasurer is the chair of the Finance Committee. The committee:
D. Membership & Communications – The Secretary is the chair of the Communications Committee. The committee plans for and oversees:
E. Ad Hoc – The Board of Directors may form, assign members to and convene ad hoc committees as needed. These committees have a specified term and activate only when appropriate work requires their attention.
Section 3 - Program Committees Program committees perform tasks related to Association activities (e.g., fall conference and Bee School). The Board may convene program committees as appropriate in support of the mission and healthy operation of the Association.
Terms & Elections
Section 1 -Initial Board & Officers Upon incorporation of the Association, the then-seated officers of ISBA and of IBA will form a Transition Team. It will be their responsibility to complete all consolidation steps and jointly oversee an election to seat the Association’s initial Board of Directors, including all officers. This interim board will serve until the next Fall Conference. Thereafter, all terms will be as described in Section 6 of this Article
Section 2 - Election Frequency Elections are held annually at the Fall Conference to select members to serve on the Board of Directors.
Section 3 - Election Eligibility
A. To Vote. In order to receive a ballot and vote, an individual must be on record as a member in good standing.
B. To Run.
Section 4 - Conduct of Elections
A. Responsibility. The Elections Committee oversees the conduct of all elections.
B. Elections Panel. The Elections Committee is responsible for appointing a three (3) person Elections Panel each year to collect, verify and count all ballots. The Panel:
C. Procedures. Distribution of ballots and casting of votes will follow board-approved policy and procedures.
D. Tie. In the event of a tie vote, the Elections Panel will select the winner by drawing a name from a container.
E. Contested Results. Should the results of a vote be contested, the following rules will apply:
Section 5 - Directors Elected Regionally Election of select Board of Directors seats will be tied to a member’s residence in order to ensure regional representation across the State of Indiana. Residence is defined as county of the address of the member. The Board of Directors designated six (6) regions, including all counties and dividing none, for this purpose and shall make the map available to all members.
Regionally elected Directors on the Board will be expected to serve as a liaison to all members residing in their designated areas in cooperation with the governance and membership/communications committees as well as local clubs.
Section 6 – At-Large Directors
Section 7 - Terms
A. Term – With the exception of the initial Board, Directors serve staggered terms of two (2) years each. One half (1/2) of the Board of Directors will be nominated and elected each year as follows:
B. Term Limit – A Director who has served three (3) consecutive terms may serve additional terms only after a one (1) term absence from the Board of Directors.
Section 8 - Resignation, Removal & Replacement
A. Resignation – An individual elected to the Board of Directors may resign in writing at any time. Resignation letter should be sent to the President and all other officers receive a copy. Unless otherwise specified, a resignation is effective upon receipt.
B. Removal – Any Director may be removed from the Board of Directors upon failure to fulfill the duties set forth in Article III, policy statements, or for cause as determined by a two-thirds (2/3) vote of then-seated Directors. Any Director who has missed three (3) board meetings in a given twelve- (12) month period will be removed for cause.
C. Ineligibility. Any individual whose membership has expired or been otherwise terminated will lose candidate eligibility and/or terminate his/her elected position.
D. Vacancies – Whenever a mid-term vacancy occurs, the Executive Committee will appoint a replacement Director to the Board for the remainder of the original Director's term.
Section 1 – Fiscal Matters
A. Fiscal Year. The Association’s fiscal year begins on January 1 and ends on December 31.
B. Deposit of Funds. All funds will be deposited to the credit of the Association in such banks or other depositories in the name “The Beekeepers of Indiana, Inc”.
C. Contracts. The President or their designee signs all Association contracts.
D. Commercial Paper. The Treasurer, the President in the Treasurer’s absence or Board-designated officer signs all Association checks, drafts or other orders for payment of money, notes or other evidences of indebtedness. All such documents exceeding $500 require board approval via the budget process or separate resolution.
E. Gifts. The Board may accept contributions, bequests, etc. on behalf of the Association but not for personal gain.
F. Assets Upon Dissolution. The properties and assets of the Association are irrevocably dedicated to public and charitable purposes. No part of the net earnings, properties, or assets of this Association, whether upon dissolution or otherwise, shall inure to the benefit of or be distributed to its Officers, Directors, members or any private persons affiliated with the Association, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purposes clause of the Articles of Incorporation.
Upon the liquidation or dissolution of the Association, the Association’s assets shall be distributed or transferred to a corporation, person or entity for the sole purpose of furthering one or more of the exempt purposes as provided in Sections 501(c) (3) and 170(b) (1) (A) of the Internal Revenue Code of 1986 (or any corresponding provision of any future United States Internal Revenue Law), as shall be selected by the Board of Directors of the Association.
Section 2 - Compensation Policies
A. General Prohibition & Exception.
Section 3 - Prohibited Activities The Association may not engage in or carry on activities prohibited under Section 501(c)(3) of the Internal Revenue Code.
A. Private Benefit. No part of the Association’s net earnings may inure to the benefit of or be distributable to its Directors or officers.
B. Political Activities. The Association may not participate or intervene in a political campaign on behalf of or in opposition to candidates for public office.
C. Lobbying. The Association may engage in political and legislative education and advocacy efforts provided such efforts remain within federal limits and do not constitute a substantial part of its activities.
D. Contracts. No Association member may be interested, directly or indirectly, in any contract relating to its operations, nor for furnishing services or supplies to it, unless it follows the Conflict of Interest policy.
Section 4 - Corporate Records
A. Maintenance of Corporate Records. The Board of Directors or its designees will ensure that corporate records are maintained in accordance Indiana Code Title 23, Article 17, Chapter 27 or its successor provisions.
B. Inspection Rights. Members will have a reasonable right to inspect Association records and to inspect its physical properties as provided in Indiana Code Title 23, Article 17, Chapter 27 or its successor provisions.
C. Document Retention. The Association will retain records as required by law, Articles of Incorporation, bylaws, or policy documents, per board-approved policy.
Section 5 – Indemnification The Association will insure its Directors, officers, and volunteers to the extent required by Indiana Code Title 23, Article 17, Chapter 16 or its successor provisions.
Section 1 – Articles of Incorporation The Articles of Incorporation may be amended only with prior notice, at a Board meeting, and by two-thirds (2/3) vote of then-seated Directors. Proposed amendments will be made available to members (e.g., posted online) thirty (30) days prior to the vote. Amendments adopted by the Board will be published to the members following the vote.
Section 2 – Bylaws These bylaws may be amended following the same procedure as used for amending the Articles of Incorporation.