Article I: Assembly
Section 1: Planning
Each Assembly shall be planned by the preceding Assembly, the Board of Directors, a task force appointed by the Board of Directors, or any combination thereof.
Section 2: Notice of Assembly
Notice of the date, place, time and proposed agenda for the Assembly shall be distributed to all members of the organization at least ninety (90) days before the beginning of the Assembly.
Section 3: Quorum
A quorum for the transaction of business at the Assembly shall be one or more voting members from at least one-third (1/3) of the Chapters.
Section 4: Location of Assembly
No two consecutive meetings of the Assembly shall be held in the same region of the organization. Locations shall be chosen by the group planning the Assembly with the goal of equitable apportionment of travel distances among the membership.
Article II: Board of Directors
Section 1: Duties of the Co-Chairs and Vice Chair
The Co-Chairs shall preside over all meetings of the Board of Directors and Assembly, shall countersign all papers authorized by the Board of Directors or Assembly, and shall have general supervisory powers over the Board of Directors. The Vice Chair shall assist the Co-Chairs by performing duties as requested.
Section 2: Duties of the Secretary
The Secretary of the corporation shall maintain the records, notify the Board of Directors and the membership of any scheduled or special meetings, make a record of each meeting of the Board of Directors and the Assembly and distribute minutes of these meetings, and generally perform all the duties of a secretary.
Section 3: Duties of the Treasurer
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Books of Account
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any director at all reasonable times. |
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Deposit and Disbursement of Money and Valuables
The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the board may designate, shall disburse the corporation's funds as the board may order, shall render to the executive director, officers and directors, when requested, an account of all transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as the board or the bylaws may prescribe. |
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Bond
If required by the board, the Treasurer shall give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of his/her office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in his possession or under his/her control on his/her death, resignation, retirement, or removal from office. |
Section 4: Duties of the Board of Directors
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The Board of Directors shall oversee the finances of the corporation by establishing and categorizing the amounts of membership dues, by adopting a budget and by utilizing other appropriate means. |
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The Board of Directors has the authority to delegate specific tasks to appointed members or groups of members. |
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In the absence of an authorized Chapter, the Board of Directors may authorize a "contact person(s)" as a representative of Lutherans Concerned / North America in a particular geographic region. |
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The Board of Directors has the authority to establish procedures for the periodic review of Chapter status and for the certification or decertification of Chapters. |
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The corporation shall indemnify and hold harmless its directors, officers, agents and employees, in the manner and to the full extent provided by Section 1.0875 of the Illinois General Not for Profit Corporation Act, for all claims, actions, causes of action or any other matter for which such indemnification is permitted by the Illinois General Not for Profit Corporation Act. This indemnification shall include the duty to defend any such person for claims arising out of such conduct to the extent permitted by law. The corporation may, in the discretion of the Board of Directors, obtain insurance commonly known as directors' and officers' liability insurance and company reimbursement insurance with such coverage as the Directors, in their discretion, shall deem appropriate. |
Section 5: Election of the Board of Directors
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The Board of Directors shall be no larger than fifteen (15) members and shall be elected at each meeting of the Assembly. |
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Nominees for the Board of Directors shall be presented to the Assembly as an entire slate(s) and shall be elected by the Assembly by a simple majority vote. |
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In order to have a pool of candidates to be considered for membership on the Board, a standing Nominating Committee shall be appointed by the Board of Directors to constantly search for members of the organization and others who will agree to have their names submitted to serve on the Board of Directors. The Nominating Committee shall consist of three (3) members of the Board of Directors, a Regional Coordinator and someone who is neither a member of the Board or a Regional Coordinator but a member of LC/NA. The Executive Director of the organization serves as an ex officio member of the Nominating Committee only if, and only as long as, a non-officer member of the Board also holds an operational portfolio role in the organization. The Nominating Committee shall meet as often and in such manner as accomplishes its duties. The Nominating Committee shall inform the membership of the start of the formal process leading to a slate of nominees, soliciting any nominations as may come from the membership. Prior to the assembly, the Nominating Committee shall present a slate to the Board for approval in sufficient time to allow the resultant recommended slate to be received by mail sent to the membership. This does not preclude other complete slates of candidates for positions on the Board of Directors from being formed independently and being presented at the time the Nominating Committee submits its report to the Assembly. All nominees on any slate must give prior approval to being nominated for a position on any slate on which their name appears. |
Section 6: Meetings of the Board of Directors
Meetings of the Board of Directors may be called by any four (4) Board Members, at least one (1) of whom shall be an Officer of the organization.
Section 7: Quorum for Meetings of the Board of Directors
A quorum of the Board of Directors shall consist of a minimum of two-thirds (2/3) of the Board Members.
Section 8: Action by the Board of Directors
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On matters before the Board, attempt shall be made to attain consensus on any action to be taken. In the event consensus cannot be attained, concurrence of a two-thirds (2/3) majority of the quorum of Board Members present at that meeting shall be required to take action. In the event the original quorum is no longer present, concurrence of a two-thirds (2/3) majority of the original quorum shall be required to take action. The parliamentary authority for this corporation shall be the most recent edition of Robert's Rules of Order, Newly Revised. |
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Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if a three-fourths (3/4) majority of the Board consents in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the Board. |
Section 9: Removal of a Board Member
The Board of Directors may declare vacant the position of any elected or appointed Board Member who is unable to perform the duties of the office or who is determined to be guilty of malfeasance or gross neglect of duty. A three-fourths (3/4) majority vote of the entire Board of Directors shall be required for such action to be taken. The Board Member shall be notified of any proposed removal at least thirty (30) days before such action is taken and shall have the right to speak and to submit a written statement to the Board of Directors.
Article III: Membership and Mailing Lists
The membership and mailing lists of this organization shall be strictly confidential. Access to such information is restricted to Officers of the organization and to others designated by the Officers who are deemed to be attempting to further the purposes and goals of the organization. Specifically, such access might be deemed appropriate and subsequently granted to employees or members for purposes of Chapter, regional or international communications, organizing or development.
Article IV: Amendments
Section 1: Amendments by the Board of Directors
The Board of Directors may amend the By-Laws of this corporation. Amendments by the Board shall require the concurrence of a two-thirds (2/3) majority vote of the Board Members to adopt any change in the By-Laws, and notice of the proposed amendments shall be distributed to all Board Members at least thirty (30) days before any proposal shall come before the Board for action.
Section 2: Amendments by the Membership
The membership of the corporation may amend the By-Laws by a two-thirds (2/3) majority vote of the Assembly.
Section 3: Effective Date
Amendments to these By-Laws shall become effective immediately upon adoption, unless otherwise specified.
By-Laws Adopted: July 30, 1982 by Assembly '82 in Houston, TX
Amended: July 21, 1984 by Assembly '84 in St. Paul, MN
October 4, 1986 by the Board of Directors in Chicago, IL
July 21, 1988 by the Board of Directors in Toronto, ON
July 15, 2000 by Assembly 2000 in Columbus, OH
July 20, 2002 by Assembly 2002 in Baltimore, MD
December 1, 2002 by the Board of Directors via email
July 23, 2004 by Assembly 2004 in Minneapolis, MN
September 10, 2004 by the Board of Directors in St. Croix, WI
April 1, 2005 by the Board of Directors, El Paso, TX
July 22, 2006, by the Board of Directors via email
December 21, 2009 by the Board of Directors via conference call
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