Approved by ISTA Board January 2013
For approval of general membership
Article I. Principal Office
The principal office for the transaction of the business of this corporation shall be located in Boise, Idaho. The Board of Directors may, at any time, determine location of other offices.
Article II. Members
Section 1. Admission to Membership
Any person or entity shall be admitted as a member of the corporation upon payment of the annual dues set by the Board of Directors for the fiscal year in which such member or entity applies for membership. Each entity’s or person’s membership shall expire according to requirements established by the Board of Directors. Conditions of membership and procedures for the suspension or termination of a membership by the corporation may be established from time to time by the Board of Directors and recorded in the minutes of the proceedings of the Board of Directors.
Section 2. Classes of Membership and Voting
The corporation shall have the following classes of members.
Members are any individuals or entities who support the purposes and goals of the corporation as set forth in Article IV of the Articles of Incorporation. The requirements for membership shall be determined by the Board of Directors. Members shall have full voting privileges and shall be eligible to hold any office or serve on the Board of Directors as per qualifications set forth in Article V.
2. Associate Members
Associate members are any individuals or entities who support the purposes and goals of the corporation as set forth in Article IV of the Articles of Incorporation. The requirements for associate membership shall be determined by the Board of Directors. Associate members have no voting privileges and shall not be eligible to hold any office or serve on the Board of Directors.
3. Student Members
Student members are any individuals or entities who support the purposes and goals of the corporation as set forth in Article IV of the Articles of Incorporation and who are interested in science or science education as a potential career. Student members may be entitled to one vote on any issue or matter submitted to a vote of the membership. Student members may serve on the Board of Directors if duly elected as one of the officers of the corporation.
4. Honorary Life Members
Honorary life members are any individuals or entities who support the purposes and goals of the corporation as set forth in Article IV of the Articles of Incorporation and who have, in the past, made significant contributions to the purposes of the corporation, serving in any capacity. Honorary life members shall be nominated by the membership and approved through a vote of the membership.
Article III. Meetings
Section 1. Annual Meeting
An annual meeting of the members shall be held during the month of October in each year, with the exact date, time, and place to be established by the Board of Directors for the purpose of electing directors and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings
Special meetings of the members may be called by the Board of Directors or on the request of not fewer than ten percent of the members of the corporation.
Section 3. Place of Meetings
The Board of Directors may designate any place either within or without the State of Idaho as the place of meeting for any annual meeting or for any special meeting. If no designation is made or if a special meeting is otherwise called, place of meeting shall be the principal office of the corporation in the State of Idaho.
Section 4. Notice of Meetings
In accordance with Idaho Code § 30-311(C), it shall not be necessary for notice of annual or regular meetings to be given to each member entitled to vote at such meeting. The secretary, the president, or members of the Board of Directors shall endeavor to give notice to as many members as reasonably practical by any one or a combination of the following:
1) word of mouth, 2) posting notice at the principal office or in one of the more public places in the City of Boise, 3) publication in the newspaper or general circulation in the State of Idaho, 4) by notice provided by mail, or 5) by electronic means. If any notice is mailed to members, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at the member’s address as it appears on records of the corporation or at such other last known address of which a corporation may have notice with postage thereon prepaid.
Section 5. Wavier of Notice
Whenever any notice is required to be given to any member under the provisions of the Idaho Nonprofit Corporation Act as set forth in Title 30, Chapter 3, Idaho Code (the act) or under the provisions of the Articles of Incorporation of the Corporation (the articles), a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein shall be gained equivalent to the giving of such notice.
Section 6. Officers of the Members' Meetings
The presiding officer at members’ meetings shall be the president of the corporation or, in the absence of the president, the president-elect or, in the absence of both, the president and the president-elect, a chairman elected by the members present at the meeting. The secretary of the corporation or, in the absence of the secretary, any person appointed by the presiding officer of the meeting shall act as secretary of a members’ meeting.
Section 7. Quorum and Voting Requirements
One-tenth of the members entitled to vote represented in person shall constitute a quorum at a meeting of members. The members present at a duly organized and conveyed meeting where a quorum has been present can continue to do business as a quorum until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to a vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by the act, the article, or the bylaws.
Section 8. Proxies
A member must vote in person. Proxies shall not be recognized.
Article IV. Directors
Section 1.General Powers and Standards of Care
All corporate powers shall be exercised by or under authority of, and the business and affairs of the corporation shall be managed under the direction of the Board of Directors, except as may be otherwise provided in the act or the articles. A director shall perform such director’s duties as a director, including such director’s duties as a member of any committee of the board upon which such director may serve in good faith in a manner such director reasonably believes to be in the best interests of the corporation and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing such director’s duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: a) One or more officers or employees of the corporation the director reasonably believes to be reliable and competent in the matters presented, c) Counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such person’s professional or expert competence, or c) A committee of the board upon which such director does not serve duly designated in accordance with the provision of these bylaws as to matters within this designated authority, which committee the director reasonably believes to merit confidence, but such director shall not be considered to be acting in good faith if such director has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs such duties shall have no liability by reason of being or having been a director of the corporation.
Section 2. Number, Tenure, and Qualifications
There shall be no fewer than 10 and no more than 19 directors of this corporation. Seven of the directors shall be selected from the seven district units of the state. In addition, there shall be not less than 1 nor more than 3 directors-at-large. The directors shall be elected in accordance with
Article IV, Section 3 of these bylaws. Each director shall hold office until the end of the term or until a successor shall be elected and qualified. The officers of this association shall serve as directors and shall consist of the immediate past president, president, president-elect, secretary-treasurer, an elementary division representative, and the executive secretary ex-officio.
Section 3. Election of Directors
Directors shall be elected when necessary at the annual meeting of the membership by a majority vote of the voting members present. Each class of voting members set forth in Article II of these bylaws shall recommend to the membership candidates for membership on the Board of Directors. Nominations and qualifications submitted in writing whenever possible to the corporate secretary not less than five days in advance of such annual meeting shall be prepared and made available to the members at such meeting. Nominations shall also be permitted from the floor at the meeting. Directors must be members of the corporation. Voting members at the annual meeting shall elect directors from the various classes of voting membership as set forth in Article II of these bylaws. In addition, the voting members at the annual meeting may elect one to three directors-at-large from the voting members.
Section 4. Vacancies
Any vacancy occurring on the Board of Directors and any directorship to be filled by reason of any increase in the number of directors shall be filled by the Board of Directors. Directors elected to fill a vacancy shall be elected for the un-expired term of their predecessor in office and shall be elected from the membership class from which the predecessor director was elected.
Section 5. Removal of Directors
Any director may be removed from office for cause by a majority vote of the members. A director may be removed from office after two un-excused absences within any 12-month period of any board meeting.
Section 6. Regular Meetings
A regular annual meeting of the Board of Directors shall be held without other notice than this bylaw within a month of the annual meeting of members. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the board.
Section 7. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board may designate any place as the place for holding any special meeting of the board called by them. These meetings may be done by conference telecommunications.
Section 8. Notices
Notice of any special meeting of the Board of Directors shall be given at least two days previous to, by written notice delivered personally or sent by mail or telegram or electronic network, to each director at his address as shown by the records of the corporation. The attendance of the director at any meeting shall indicate that such director received notice of such meeting. The purpose of any special meeting of the board shall be specified in the notice or waiver of notice of such meetings.
Section 9. Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board, but if fewer than a majority of the directors are present at such a meeting, a majority of the directors present may adjourn the meeting without further notice. If attendance falls below the number required for a quorum, the meeting shall be adjourned.
Section 10. Manner or Acting
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless otherwise provided by law or by these bylaws.
Section 11. Informal Action
Any action required to be taken at a meeting of the Board of Directors shall be taken without a meeting if a consent in writing setting forth the action as taken shall be signed by a majority of the directors.
Section 12. Open Meetings
It is the intent of the corporation to conduct its business in open sessions whenever possible. However, in those circumstances where the board is discussing or acting upon strategy with respect to litigation, implementation of security systems, purchase of property, interviews with prospective employees, and discussion of personnel matters, the meeting shall be closed. On any other matter which the board feels must be dealt with in a confidential manner, the board may close its meetings to the members of the corporation and the general public. An affirmative two-thirds vote of the board members present is necessary to close the meeting.
Section 13. Compensation
The officers and directors shall serve without compensation, but reasonable expenses incurred may be reimbursed when extended for and in the interest of the corporation and approved by the Board of Directors in advance.
Section 14. Director
Conflicts of Interest No contract or other transaction between the corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors or officers are financially interested shall be either void or avoidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contracts or transaction or because such director’s or directors’ votes are counted for such purposes if:
A. the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the vote or consent of such interested directors, or B. the fact of such relationship or interest is disclosed or known to the members entitled to vote, and they authorize, approve, or ratify such contract or transaction by vote or written consent in which vote or consent such interested directors might participate to the extent that they are also members, or C. the contract or transaction is fair and reasonable to the corporation and the fact of such relationship or interest is fully and fairly disclosed or known to the corporation.
Section 15. Loans to Directors
The corporation shall not lend money to or use its credit to assist its directors or officers.
Section 16. Liability of Directors for Own and Full Distribution of Assets
In addition to any other liabilities imposed by law upon the directors of the corporation, the directors, who vote for or assent to any distribution of assets other than in payment of its debts when a corporation is insolvent or when such distribution would render the corporation insolvent or during the litigation of the corporation without the payment and discharge of or making adequate provisions for all known debts, obligations, and liabilities of the corporation, shall be jointly and severally liable to the corporation for the value of such assets which are thus distributed. To the extent that such debts, obligations, and liabilities of the corporation are not thereafter paid and discharged, a director shall not be liable under this section if, in the exercise of ordinary care, such director relied and acted in good faith upon written financial statements of the corporation represented to such director to be correct by the president or by the officer of the corporation having charge of its books of account or certified by an independent licensed or certified public accountant or firm of such accountants fairly to reflect the financial condition of the corporation, nor shall such director be so liable if, in the exercise of ordinary care and good faith in determining the amount available for such distribution, such director considered the assets to be their book value. A director shall not be liable under this section if, in the exercise of ordinary care, such director acted in good faith and in reliance upon the written opinion of an attorney for the corporation. A director, against whom a claim shall be asserted under this section and who shall be held liable thereon, shall be entitled to contribution from persons who accepted or received such distribution, knowing such distribution should have been made in violation of this section in proportion to the amount received by them respectively.
Article V. Officers
Section 1. Number and Title
The officers of the corporation shall be a previous past president, immediate past president, a president, a president-elect, the executive secretary, and such other officers as may be elected in accordance with this article. The Board of Directors may elect one or more assistant secretaries or one or more assistant treasurers as it may be felt desirable. Any two or more offices may be held by the same person, except the office of president and the office of secretary. The Board of Directors shall consist of the above-named officers and one representative from the following districts:
District 1: Boundary, Bonner, Benewah, Kootenai, and Shoshone Counties.
District 2: Latah, Clearwater, Idaho, Nez Perce, and Lewis Counties.
District 3: Adams, Washington, Payette, Gem, Canyon, and Owyhee Counties.
District 4: Blaine, Camas, Gooding, Lincoln, Cassia, Minidoka, Twin Falls, and Jerome Counties.
District 5: Bear Lake, Franklin, Oneida, Power, Bannock, Caribou, and Bingham Counties.
District 6: Clark, Freemont, Lemhi, Custer, Butte, Teton, Madison, Jefferson, and Bonneville Counties.
District 7: Valley, Boise, Ada, and Elmore Counties.
The Board of Directors shall also include the elementary representative, the secondary representative, and representatives-at-large.
Section 2. Election and Term of Office
The officers of the corporation shall be elected annually by the membership at the annual meeting of the members. If the election of officers shall not be held at such a meeting, such election shall be held as soon as possible. Each officer of the corporation must be a current or former science educator. Each officer may hold office until a successor shall be duly elected and qualified.
Section 3. Vacancies
Vacancies may be filled or a new office created and filled at any meeting of the board.
Section 4. Removal
Any officer elected or appointed by the Board of Directors may be removed by an affirmative vote of two-thirds of the total board whenever, in its judgment, the best interest of the corporation would be served thereby.
Section 5. Previous Past President
The Previous Past President shall attend all meetings of the Board of Directors and the general membership and shall be a voting member. In general, he or she shall perform all duties incident to the office of previous past president and such other duties, which shall be prescribed by the Board of Directors from time to time.
Section 6. Immediate Past President
The Immediate Past President shall attend all meetings of the Board of Directors and the general membership and shall be a voting member. In general, he or she shall perform all duties incident to the office of previous past president and such other duties, which shall be prescribed by the Board of Directors from time to time.
Section 7. President
The president shall preside at all meetings of the Board of Directors and the general membership. He or she may sign with the secretary or any other proper officers of the corporation authorized by the Board of Directors. Any deed, mortgage, bond, contract, or other instrument which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated to some other officer or agent of the corporation. In general, he or she shall perform all duties incident to the office of president and such other duties which shall be prescribed by the Board of Directors from time to time.
Section 8. President-Elect
In the absence of the president or in the event of the president’s inability or refusal to act, the president-elect shall perform the duties of the president, and when those so active shall have all the powers, and then be subject to all due restrictions upon the president. Any president-elect shall perform other duties as from time to time may be assigned by the president or by the Board of Directors.
Section 9. Secretary/Communication Coordinatior
The secretary shall keep the permanent minutes of the meetings of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, serve as the custodian of the corporate records, keep a register of the name and post office address of each corporate member, and, in general, perform all duties incident to the office of secretary, and such other duties as from time to time may be assigned by the president or the Board of Directors.
Section 10. Executive Secretary
The executive secretary shall have charge and custody of and be responsible for all funds and securities of the corporation. The executive secretary shall assure that the bookkeeper receive and give receipts for money due and payable to the corporation from any source whatsoever and deposit all monies in the name of the corporation in such bank or other financial institution as shall be selected by the Board of Directors and, in general, perform all the duties incident to the office of executive secretary and such other duties as, from time to time, may be requested by the Board of Directors. The executive secretary and executive director shall, with the appropriate standing committee, prepare an annual operating budget showing incoming expenses to be presented to the board for approval at the annual regular meeting of the Board of Directors. The executive secretary shall report at the annual meeting of the members an accounting of all funds of the corporation.
Article VI Committees
Section 1. Executive Committee
The executive committee shall consist of the officers of the corporation and, by board decision, the chairpersons of the standing committees.
Section 2. Other Standing Committees
The Board of Directors may establish such additional committees as are necessary and appropriate to carry out the business of the corporation. To the extent possible, the Board of Directors shall appoint members of the standing committees so as to provide a broad geographic representation on these committees. Committees designated by the Board of Directors may be composed entirely of officers and entirely of members of the Board of Directors or may include members of the corporation. Each committee shall have the duties and responsibility delegated to it by the Board of Directors.
Section 3. Appointment
The president of the Board of Directors with the advice and consent of the Board of Directors shall appoint the chairperson of each standing committee. Committee members shall be appointed by the chairperson of each committee in consultation with the president of the Board of Directors and shall be appointed so as to provide a broad geographical representation on the committee when possible. Committee members may or may not be members of the Board of Directors. At least one member on each standing committee shall be selected from among the board membership if possible.
Section 4. Duties
The duties, responsibilities, authority, and composition of all standing committees and ad hoc committees shall be stated in writing and adopted by resolution by the Board of Directors.
Section 5. Term of Office
All committee members shall serve until the first annual meeting following their appointment or until their successors have been appointed. Ad hoc committee members shall serve until their special responsibilities are completed.
Article VII. Staff
Section 1. Employees
The Board of Directors shall employ an executive director as needed and shall authorize the employment of other employees as are needed to carry out the purposes of the corporation. The executive director shall select the other employees, who shall be hired by the executive director after ratification of his or her selections by the Board of Directors. The salary or wages and other terms of employment shall be set by the Board of Directors, who may enter into contracts of employment with such employees on behalf of the corporation. The Board of Directors may elect to contract certain duties as needed.
Article VIII. Miscellaneous
Section 1. Indemnification
The corporation shall indemnify any director, officer, or former director or officer of the corporation against expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceedings, civil or criminal, in which he or she is made a party by reason of being or having been a director or officer, except in relation to matters as to which he or she is adjudged in such action, suit, or proceedings to be liable for negligence or misconduct in the performance of duty to the corporation.
Section 2. Depositories
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, savings and loan associations, trust companies, or other depositories as the Board of Directors may elect.
Section 3. Contracts
The Board of Directors may authorize any officer or agent of the corporation, in addition to the officers authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 4. Checks, Drafts, Etc.
All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation shall be signed by such persons and in such manner as shall, from time to time, be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instrument shall be signed by the executive secretary or an assistant treasurer.
Section 5. Fiscal Year
The fiscal year of the corporation shall end on the last day of September of each year.
Section 6. Investment
Any funds of the corporation which are not needed currently for the activities of the corporation may, at the discretion of the Board of Directors, be invested in such investments as are permitted by law.
Section 7. Annual Audit
The financial books and records of the corporation shall be audited annually as required by law.
Section 8. Books and Records
The corporation shall keep direct and complete books and records of accounts and shall also keep minutes of the proceedings of .its members, Board of Directors, and committees having the authority of the Board of Directors and shall keep a record giving the name and address of the members entitled to vote. All books and records of the corporation may be inspected by any member or his agent or attorney or the general public for any proper purpose at any reasonable time.
Section 9. Dissolution
A. A resolution to dissolve the corporation shall be submitted to a vote of the members.
B. In the event of dissolution of the corporation, the Board of Directors shall, after payment of all liabilities of the corporation, dispose of the assets of the corporation exclusively for the purposes of the corporation in such manner or to such organizations organized and operating exclusively for charitable, educational, or scientific purposes that shall, at the time, qualify as the exempt organization or organizations under Section 501C3 of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Law and which is organized for purposes substantially similar to that of the corporation.
Section 10. Nondiscrimination
This corporation is an equal opportunity employer and shall make available its services without regard race, color, national origin, age, disability, and where applicable, sex, marital status, familial status, parental status, religion, sexual orientation, genetic information, political beliefs, reprisal, or because all or a part of an individual’s income is derived from any public assistance program.
Section 11. Political Activity
The corporation shall not in any way use corporate funds and further itself nor engage in any political activity for or against any candidate for public office. However, this bylaw shall not be construed to limit the right of any official or member of this corporation to appear before any legislative committee to testify as to matters involving the corporation. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or device for the general purposes or for any special purposes of the corporation.
Section 12. Dues
There shall be membership dues as established by the Board of Directors.
Section 13. Parliamentary Procedure
All meetings of the Board of Directors and membership shall be governed by Roberts Rules of Order, current edition, unless contrary procedure is established by the Articles of Incorporation or by these bylaws or by resolution of the Board of Directors.
Section 14. Bonding
The Board of Directors may require the executive secretary and any other officer or employee of the corporation to give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The corporation shall pay the premiums required for such bonds.
Article IX. Amendments
These bylaws may be altered, amended, or repealed and a new set of bylaws adopted by a two-thirds majority vote of the membership. At least ten days prior written notice setting forth a proposed action and time and place of meeting shall be given to all members.