Foundation Bylaws
Updated 8/31/2024
ARTICLE I NAME/OFFICES
Section 1. Name – The name of this Foundation shall be the N.S.A. Foundation (“the Foundation”).
Section 2. Office – The Foundation shall maintain a statutory agent with an office in the State of Arizona. The principal office and other offices of the Foundation may be established within or without the State of Arizona as required by law and as the Board of Trustees of the Foundation may from time to time determine.
ARTICLE II STATEMENT OF PURPOSE & OBJECTIVES
The Foundation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). It shall solicit and collect voluntary contributions from members of the separate corporate organization known as the National Speakers Association (“NSA”) and, to the extent permitted by law, from other persons or organizations. Such contributed funds shall be held, invested, reinvested, and disbursed as this Foundation’s Board of Trustees may from time to time determine, exclusively for charitable and educational purposes. Such purposes may include but shall not be limited to the following:
- Grants to professional speakers who are in need of assistance due to disability, sickness, catastrophic loss or having outlived their financial resources;
- Scholarships to assist qualified undergraduate or graduate college students studying speech or communications; and
- Grants to support the charitable and educational activities of other 501(c)(3) organizations the purposes of which are consistent with those of the Foundation.
ARTICLE III MEMBER
Section 1. Sole Member – The sole member of the Corporation shall be NSA, an Arizona nonprofit corporation (the "Sole Corporate Member"), or its successor in interest.
Section 2. Sole Corporate Member Powers – The Sole Corporate Member reserves unto itself the right and authority to approve certain Foundation actions as provided herein and in the Articles of Incorporation, and further reserves unto itself the right and authority to approve the following Foundation actions:
- Amendments to the Articles of Incorporation or these Bylaws;
- Incurrence of indebtedness by the Foundation (other than trade debt incurred in the ordinary course of Foundation’s operations);
- Adoption of a plan of merger or consolidation;
- Sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the assets of the Foundation; and
- Dissolution of the Foundation.
Section 3. Sole Corporate Member Approval – Neither the Board of Trustees nor any officer or employee of the Foundation shall take any action either in contradiction of any of the foregoing powers or without first having secured the necessary approvals as may be required by these Bylaws or the Articles of Incorporation. In the exercise of its approval powers, the Sole Corporate Member may grant or withhold approval in whole or in part, or, after consultation with the Board of Trustees of the Foundation, it may, in its complete discretion, recommend such other or different actions as it may deem appropriate.
ADMINISTRATION OF FUNDS, GRANTS, SCHOLARSHIPS, AWARDS AND OTHER PROGRAMS
The Foundation’s Board of Trustees shall determine, by resolution, the amount of funds available for grants, scholarships, awards, and other programs. Should the Board of Trustees determine that a contribution received from a donor and designated by the donor for use in a particular fund would be better utilized for a different purpose, the Board of Trustees may re-designate such contribution to a different fund only after receiving the prior written approval of the donor. Should the Board of Trustees determine that a contribution previously designated by the Board, but not by the donor, for use by the Foundation for a particular fund would be better utilized for a different purpose, the Board of Trustees may re-designate such contribution to a different fund at its discretion.
The procedures for administering such disbursements shall be developed and implemented as follows:
Section 1. Professional Speakers Benefit Fund (PSBF) – Funds received by the Foundation and designated for and applicable to grants to professional speakers who are in need of financial assistance shall be segregated on the records of account of this Foundation and shall be referred to as the Professional Speakers’ Benefit Fund (PSBF).
Section 2. Scholarship Fund – Funds received by the Foundation and designated for scholarships shall be segregated on the records of account of this Foundation and shall be referred to as the Scholarship Fund.
Section 3. Art Berg Fund –Funds received by the Foundation designated for and applicable to grants to 501(c)(3) organizations shall be segregated on the records of account of this Foundation and shall be referred to as the Art Berg Fund.
Section 4. Disaster Relief Fund –Funds received by the Foundation and designated for and applicable to grants to professional speakers who are members of NSA and in need of financial assistance because of natural disasters such as fires, tornados, or hurricanes shall be segregated on the records of account of this Foundation and shall be referred to as the Disaster Relief Fund.
ARTICLE V FOUNDATION MANAGEMENT AND MEETINGS
Section 1. Foundation Management – Except as otherwise provided in these Bylaws or the Articles of Incorporation, the business and affairs of this Foundation shall be managed by its Board of Trustees.
Section 2. Meetings –Meetings may be held in person or, if so determined by the Board, by means of conference telephone or similar communications media, including virtual technology, to enable all persons participating in the meeting to hear each other simultaneously and allow their participation. A trustee’s presence constitutes his/her/their meeting attendance.
Section 2.1. Annual Meeting –
The annual meeting of the Foundation Board of Trustees shall be held sufficiently prior to the NSA annual meeting to enable the Foundation Board of Trustees to adopt proposals requiring NSA’s approval to be considered at the NSA Board of Directors annual meeting.
The Board of Trustees may provide by resolution the time and place for holding additional regular meetings of the Trustees.
Section 2.2. Special Meetings – Special meetings of the Board of Trustees shall be held at such time, on such day, in such manner, or at such place as the Chair or a majority of the Board of Trustees shall designate.
Section 2.3. Notice of Meetings – Notice of any regular meeting shall be delivered to the members of the Board of Trustees at least ten (10) days prior to the scheduled meeting. Notice of any special meeting shall be delivered to the members of the Board of Trustees at least two (2) days prior to the scheduled meeting.
Section 2.4. Quorum –A majority of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned. Voting rights of a Trustee shall not be delegated to another or exercised by proxy.
Section 2.5. Action Without a Meeting – Any action required to be taken by the Board of Trustees may be taken without a meeting if all Trustees consent thereto in writing.
Section 3. Compensation – The Trustees and Officers shall not receive any compensation for their services rendered to this Foundation in such capacity. Expenses incurred in connection with the performance of their official duties may be reimbursed to Trustees upon approval of the Board of Trustees.
ARTICLE VI BOARD OF TRUSTEES
Section 1. Board Size – The Board of Trustees of the Foundation shall consist of at least three (3) persons but no more than eighteen (18) who are members (in good standing) of the NSA. Subject to the foregoing limitations, the number of Trustees may be altered from time to time by a duly adopted resolution of the Sole Corporate Member, provided that no decrease shall have the effect of shortening the term of any incumbent Trustee.
Section 2. Trustee Nomination – All Trustees shall be selected by the Nominating Committee and presented to the Foundation Board of Trustees for approval. The Foundation Board’s approved roster of Trustee nominees will then be forwarded to the NSA Board of Directors for final approval.
Section 3. Trustee Term of Office – Trustees shall be elected to serve staggered three-year terms. A Trustee is eligible to serve a second consecutive three-year term if the Trustee desires to continue to serve and is again selected by the Nominating Committee and approved by the Foundation Board of Trustees and the NSA Board of Directors. The term of a Trustee elected to a Foundation officer position shall be automatically extended to coincide with such person’s term as an officer.
Following completion of a Trustee’s two consecutive terms in office, said Trustee will be eligible to return to the Foundation Board of Trustees after having been off the Foundation Board of Trustees for a minimum of one term (3) years.
Section 4. Trustee Resignation – Any Trustee of the Foundation may resign at any time, by giving written notice thereof to the Foundation Chair, or in the case of the resignation of the Chair to the Chair-Elect, and to the Chair of NSA. Such resignation shall take effect at the time specified therein and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective. Any member of the Board unable to attend a meeting shall advise the Board Chair as to the reason for the absence. If a Trustee misses two (2) regular meetings for reasons which the Executive Committee has declared to be insufficient, the Trustee shall be deemed to have resigned as a Trustee. Resignation as a Trustee shall also constitute resignation from any Foundation officer position held.
Section 5. Board Vacancy – Any vacancy occurring in the Foundation Board of Trustees, including a vacancy created by an increase in the number of Trustees, may be filled by the NSA
Section 1. Board Size – The Board of Trustees of the Foundation shall consist of at least three (3) persons but no more than eighteen (18) who are members (in good standing) of the NSA. Subject to the foregoing limitations, the number of Trustees may be altered from time to time by a duly adopted resolution of the Sole Corporate Member, provided that no decrease shall have the effect of shortening the term of any incumbent Trustee.
Section 2. Trustee Nomination – All Trustees shall be selected by the Nominating Committee and presented to the Foundation Board of Trustees for approval. The Foundation Board’s approved roster of Trustee nominees will then be forwarded to the NSA Board of Directors for final approval.
Section 3. Trustee Term of Office – Trustees shall be elected to serve staggered three-year terms. A Trustee is eligible to serve a second consecutive three-year term if the Trustee desires to continue to serve and is again selected by the Nominating Committee and approved by the Foundation Board of Trustees and the NSA Board of Directors. The term of a Trustee elected to a Foundation officer position shall be automatically extended to coincide with such person’s term as an officer.
Following completion of a Trustee’s two consecutive terms in office, said Trustee will be eligible to return to the Foundation Board of Trustees after having been off the Foundation Board of Trustees for a minimum of one term (3) years.
Section 4. Trustee Resignation – Any Trustee of the Foundation may resign at any time, by giving written notice thereof to the Foundation Chair, or in the case of the resignation of the Chair to the Chair-Elect, and to the Chair of NSA. Such resignation shall take effect at the time specified therein and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective. Any member of the Board unable to attend a meeting shall advise the Board Chair as to the reason for the absence. If a Trustee misses two (2) regular meetings for reasons which the Executive Committee has declared to be insufficient, the Trustee shall be deemed to have resigned as a Trustee. Resignation as a Trustee shall also constitute resignation from any Foundation officer position held.
Section 5. Board Vacancy – Any vacancy occurring in the Foundation Board of Trustees, including a vacancy created by an increase in the number of Trustees, may be filled by the NSA
Board of Directors following the recommendation of the Foundation Nominating Committee and approval by the Foundation Board of Trustees. Any Trustee so chosen shall hold office until the next election of Trustees when his/her/their successor is elected.
Section 6. Trustee Removal – A Trustee may be removed, with or without cause, at a meeting called expressly for that purpose, by the NSA Board of Directors or by a two-thirds affirmative vote of the Trustees present and voting at any regular or special meeting at which a quorum is present.
Section 7. Board Actions – The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Foundation Board of Trustees, unless the act of a greater number is required by law, the Articles of Incorporation, or as otherwise provided in these Bylaws.
Section 8. NSA Representation on Foundation Board – At least two members of the NSA Board of Directors will be appointed by the NSA Chair to the Foundation’s Board of Trustees. In addition to fulfilling the responsibilities and obligations of an active Foundation Trustee, these Trustees will be designated as the Board Liaisons for enhanced communications between the Foundation and the NSA. The term of office for these Trustees will coincide with their term of office on the NSA Board of Directors.
ARTICLE VII OFFICERS
Section 1. Officers – The officers of the Foundation shall be the Chair, Chair-Elect or Chair Pro Tempore, Immediate Past Chair, Treasurer, and Secretary. Any two or more offices may be held by the same person, except the two offices of Chair and Immediate Past Chair, Chair and Treasurer, or Chair and Secretary. All officers of the NSA Foundation shall be members in good standing of the National Speakers Association (NSA).
Section 2. Chair
Section 2.1. Chair Standing and Term – The Chair of the Board of Trustees will be a current member of the Foundation Board of Trustees.
The Chair of the Foundation Board of Trustees will serve one (2) two-year term and may be eligible for one additional (2) two-year term with the Foundation Board of Trustees’ approval.
Section 2.2. Chair Duties – The Board Chair shall be the chief elected officer of the Foundation, shall preside over all meetings of the Board of Trustees, and shall be a member, ex-officio, of all committees. The Board Chair shall also, at the annual meeting of the Foundation, and at such other times as deemed proper, communicate to the Sole Corporate Member, the Foundation, or to the Board of Trustees, such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Foundation, and shall perform such other duties as are necessarily incident to the office of Board Chair or as may be specified by the Board of Trustees.
Section 3. Chair-Elect
Section 3.1. Chair-Elect Standing and Term –
The Chair-Elect of the Board of Trustees will be a current member of the Foundation Board of Trustees, will have served at least one (3) three-year term as a Trustee, and have been nominated by the Foundation Nominating Committee. The Board of Trustees will elect a Chair-Elect one year before the expiration of the Chair’s term of office. Upon the expiration of the current Chair’s term of office, the Chair-Elect will assume that position.
The Chair-Elect of the Foundation Board of Trustees will serve one (1) one-year term.
Section 3.2. Chair-Elect Duties –
The Chair-Elect shall assume the office of Board Chair at the conclusion of the current Chair’s term or upon the death, resignation, or removal of the Board Chair.
The Chair-Elect may be delegated by the Board Chair, the Executive Committee, or the Board of Trustees, to perform the Board Chair's duties, in the event of the Board Chair's temporary disability or absence from meetings and shall have other duties as the Board Chair or the Board of Trustees may assign. Whenever serving as Board Chair, the Chair-Elect shall have all of the powers of and be subject to all restrictions upon the Board Chair.
Section 4. Immediate Past Chair
Section 4.1. Immediate Past Chair Standing and Term – The Immediate Past Chair of the Board of Trustees will be a current member of the Foundation Board of Trustees.
The Immediate Past Chair of the Foundation Board of Trustees will remain in their position until the current Chair’s term expires, at which time the most recent Chair will assume this role.
Section 4.2. Immediate Past Chair Duties –The Immediate Past Chair shall serve as voting member of the Foundation Board of Trustees, as Chair of the Nominating Committee and shall have other duties as the Board Chair or the Board of Trustees may assign.
Section 5. Chair Pro Tempore
A Chair Pro Tempore will be a current member of the Foundation Board of Trustees appointed each year during which there is no Chair-Elect. The Chair Pro Tempore, who will be nominated by the Chair and approved by the Board of Trustees, will perform the duties of the Chair in the absence of the Chair.
Section 6. Secretary/Treasurer
Section 6.1. Secretary/Treasurer Standing and Term –
The Secretary/Treasurer will be a current member of the Foundation Board of Trustees.
The Secretary/Treasurer will serve a two-year term and may be eligible for one additional two-year term with the Foundation Board of Trustees’ approval.
Section 6.2. Secretary/Treasurer Duties – The Secretary/Treasurer shall (a) have charge and custody of and be responsible for all funds and securities, corporate books and records of the Foundation, (b) keep the minutes of all meetings and proceedings of the Board of Trustees, (c) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, and in general shall perform all the duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned by the Board Chair or by the Board of Trustees. Any of the Secretary/Treasurer's duties may be delegated to the Foundation’s Administrative team or to his/her/their designee by the Board of Trustees.
Section 7. Executive Director – The Executive Director shall be responsible for the day-to-day administration and management of the Foundation. The role may be fulfilled as part of the Foundation’s agreement with a management services firm, in which case the Executive Director shall be an employee of the management firm and not an employee of the Foundation. The Executive Director shall be responsible to the Board of Trustees and shall have the authority, as delegated by the Board of Trustees, to carry out the work of the Foundation. In addition, the Executive Director shall manage and direct all functions and activities of the Foundation and perform such other duties as may be specified by the Board of Trustees.
Section 8. Election of Officers
Section 8.1. Election by the Foundation Board of Trustees – The Nominating Committee shall present the slate of officers, including when appropriate a Chair Pro Tempore nominated by the Chair, to the Board of Trustees for approval at the annual meeting of the Foundation Board of Trustees.
Section 8.2. Approval by NSA – At its annual meeting, the NSA Board of Directors will provide final approval of the Foundation slate of officers.
Section 9. Officer Tenure and Removal – Each officer shall hold office until his/her/their successor shall have been duly elected and shall have qualified, or until his/her/their earlier death, resignation, or removal.
An Officer may be removed, with or without cause, at a meeting called expressly for that purpose, by the NSA Board of Directors or by a two-thirds affirmative vote of the Trustees present and voting at any regular or special meeting at which a quorum is present.
Section 10. Office Vacancy – A vacancy in any office because of death, resignation, removal, disqualification, or any other reason, may be filled by a vote of the Foundation Board of Trustees for the unexpired portion of the term. In the event the office of Chair must be filled, approval of the NSA Board of Directors Chair is also required.
ARTICLE VIII COMMITTEES
Section 1. Standing Committees
The following are Standing Committees of the NSA Foundation: Executive Committee, Nominating Committee, Professional Speakers Benefit Fund (PSBF) Committee, Scholarship Fund Committee, Art Berg Fund Committee, Disaster Relief Committee, Foundation Fundraising Committee, and Communications Committee.
Section 1.1. Executive Committee
Section 1.1.1. Executive Committee Purpose –The Executive Committee shall have the power to act for the Board of Trustees and the Foundation between meetings of the Board, to conduct business/administrative affairs as are deemed necessary and to address legal and other concerns that require confidential decision-making. The Executive Committee cannot amend policies, documents of governance, or Board actions. Meetings may be called by the Board Chair and shall be subject to the same procedures as are applicable to meetings of the Board of Trustees. Actions of the Executive Committee shall be reported to the Board of Trustees at its next meeting or by mail or e-mail according to policies and procedures adopted by the Board.
Section 1.1.2. Executive Committee Composition –The Board Chair, Chair-Elect or Chair Pro Tempore, Secretary/Treasurer, Immediate Past Chair, and one current Foundation Board Trustee nominated by the Chair, and approved by the Board of Trustees, shall constitute the Executive Committee. The Board Chair shall serve as Chair of the Executive Committee.
Section 1.1.3. Executive Committee Responsibilities –The Executive Committee shall serve as council to the Chair, address issues that arise between the full Board meetings, formulate the agenda for full Board meetings, and review materials to be presented to the full Board.
Section 1.2. Nominating Committee
Section 1.2.1. Purpose –The Nominating Committee shall determine the membership makeup of the Board, monitor the Board’s performance as a whole and of individual Board trustees, recruit and orient new Board members, and develop ongoing educational opportunities for the entire Board. The Nominating Committee will submit a slate of nominees for the office of Trustee to be voted upon via a confidential ballot by the Board of Trustees of the Foundation. The slate of trustees will be forwarded to the NSA Board of Directors for final approval at its annual meeting.
Section 1.2.2. Composition –The Immediate Past Chair shall serve as Chair of the Nominating Committee. The Board Chair, Chair-Elect or Chair Pro Tempore, Secretary/Treasurer, and the Chairs of all Standing NSAF Committees shall constitute the Nominating Committee.
Section 1.3. Professional Speakers’ Benefit Fund (PSBF) Grants Committee
Section 1.3.1. Professional Speakers Benefit Fund (PSBF) Grants Committee Composition –The PSBF Committee is comprised of not less than five (5) or more than nine (9) voting members. The Foundation Immediate Past Chair will serve as an ex-officio member and does not have a vote.
Section 1.3.2. Professional Speakers Benefit Fund (PSBF) Committee Responsibilities – The PSBF Committee shall recommend criteria for recipients of grants to the Board of Trustees, as well as review applications for grants from professional speakers who are or have been members of NSA in good standing and in need of financial assistance and shall determine which applications shall be approved, subject to review by the Foundation’s Board of Trustees.
Section 1.4. Scholarship Fund Committee
Section 1.4.1. Scholarship Fund Committee Responsibilities – The Scholarship Fund Committee shall establish the criteria for evaluating applications for scholarships, evaluate the applications received by the Foundation, and select the recipients of scholarships. Such selection procedures, the selection of recipients of scholarships, and the promotion of scholarships shall be subject to review by the Board of Trustees of the Foundation.
Section 1.5. Art Berg Fund Committee
Section 1.5.1. Art Berg Fund Committee Responsibilities – The Art Berg Fund Committee shall establish the criteria for evaluating applications for grants, evaluate the applications received by the Foundation, and select the recipients of grants. Such selection procedures, the selection of recipients of grants, and the promotion of grants shall be subject to review by the Board of Trustees of the Foundation.
Section 1.6. Disaster Relief Fund Committee
Section 1.6.1. Disaster Relief Fund Committee Responsibilities – The Disaster Relief Fund Committee shall establish the criteria for evaluating applications for grants, evaluate the applications received by the Foundation, and select the recipients of grants. Such selection procedures, the selection of recipients of grants, and the promotion of grants shall be subject to review by the Board of Trustees of the Foundation.
Section 1.7. Foundation Fundraising Committee
Section 1.7.1. Foundation Fundraising Committee Purpose – The Foundation Fundraising Committee, through events and activities, raises funds to increase the assets of the Foundation.
Section 1.7.2. Foundation Fundraising Committee Responsibilities – The Foundation Fundraising Committee will design and implement specific events and activities to raise funds to increase the assets of the Foundation and implement a planned giving program through which individuals can make contributions to the Foundation through estate planning and other planned giving mechanisms.
Section 1.8. Communications Committee
Section 1.8.1. Communications Committee Purpose – The Communications Committee promotes the Foundation, its fundraising activities, as well as grants and scholarships awarded, to enhance awareness, support provided, and contributions to the assets of the Foundation.
Section 1.8.2. Communications Committee Responsibilities – The Communications Committee, through various media and in coordination with the NSA, shares information on and promotes the Foundation, its fundraising activities, as well as grants and scholarships awarded to enhance awareness, the support provided, and contributions to the assets of the Foundation.
Section 2. Committee Chairs – Committee Chairs will be recommended by the Nominating Committee and will be presented for approval by the Foundation’s Board of Trustees during its annual meeting. All committee chairs of the Foundation shall be members in good standing of the NSA.
A committee chair shall become a Board Trustee on or about the date becoming committee chair. Committee chairs serve one two-year term and may be eligible for one additional two-year term, but then must cycle off as chair for a minimum of one (1) year.
A trustee becoming chair in his/her/their final sixth year on the Board – having served two (3) three-year terms as a trustee – is eligible to serve one two-year term as Chair of a committee.
Section 3. Committee Composition – The membership of each Committee shall include at least one Trustee. Unless otherwise specified, each committee must consist of a minimum of three (3) members and a maximum of nine (9) members, including the chair. Committee members must be members of NSA in good standing.
Section 4. Committee Member Nominations – Nominations to fill open committee positions will be made by the Committee Chair and approved by the Nominating Committee.
Section 5. Committee Member Term and Removal
Section 5.1. Committee Member Term –Foundation committee members shall serve one three-year term. Committee members are eligible for one additional (3) three-year term upon the recommendation of the Chair of the Committee with approval of the Nominating Committee.
Section 5.2. Committee Member Removal – The Foundation Board of Trustees may remove any committee member at any time. The Nominating Committee shall have the power to fill vacancies in any Committee.
Section 6. Committee Creation – The Board of Trustees may create such other Committees as it shall deem advisable and with such rights, powers, and authority as it shall prescribe except as otherwise provided by law.
Section 7. Committee Dissolution – The Board of Trustees may dissolve any Standing Committee with a 2/3 vote of the Board of Trustees.
ARTICLE IX ROLE OF PAST FOUNDATION CHAIRS AND COMMITTEE CHAIRS
Section 1. Role of Past Foundation Chairs – Past Foundation Chairs are entitled to serve as ex- officio, non-voting members of the Board and as advisors to the Foundation Chair and Executive Committee.
Section 2. Role of Past Committee Chairs – Past Committee Chairs are entitled to serve as ex- officio, non-voting members of the committee(s) they chaired and as advisors to the current committee chairs.
ARTICLE X CONTRACTS, PAYMENTS AND DEBTS, FUNDS, GIFTS AND BEQUESTS
Section 1. Contracts – The Board of Trustees authorizes the Foundation Chair, and Secretary/Treasurer to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, provided that two signatures are required for any agreements to which the Foundation is a party.
Section 2. Payments and Debts – All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Trustees.
Section 3. Funds – All funds of the Foundation shall be deposited to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Trustees may select.
Section 4. Gifts and Bequests – The Board of Trustees may accept, on behalf of the Foundation, any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Foundation.
ARTICLE XI BOOKS AND RECORDS
The Foundation shall maintain accurate and complete books and records of account, as well as minutes of the proceedings of its Board of Trustees and Executive Committee and records of any actions taken by either without a meeting.
ARTICLE XII AMENDMENTS TO BYLAWS
These Bylaws may be amended, repealed or altered, in whole or in part, pursuant to a two-thirds vote of the Board of Trustees, followed by approval by the NSA Board of Directors. Notice of the proposed amendments must be made at least 10 days in advance of the meeting at which the vote will be taken.
ARTICLE XIII INDEMNIFICATION OF TRUSTEES AND OFFICERS
Section 1. Indemnification
Except as provided in these Bylaws, the Foundation shall, to the fullest extent permitted by applicable law, hold harmless and indemnify each of its current and former trustees and officers ("indemnitee") against any and all liability and expenses incurred by an indemnitee in connection with any threatened or actual proceeding or legal action resulting from such indemnities’ service to the Foundation or to another entity at the Foundation's request.
Section 2. Restriction
Except insofar as permitted by law, the Foundation shall not indemnify any indemnitee if indemnification is prohibited by A.R.S., Section 10-1005.C.8.
Section 3. Notification
An indemnitee shall notify the Foundation promptly of the threat or commencement of any proceeding or legal action with respect to which such indemnitee intends to seek indemnification. The Foundation shall be entitled to assume such indemnitee's defense with counsel reasonably satisfactory to such indemnitee, unless such indemnitee provides the Foundation with an opinion of counsel reasonably concluding that there may be a conflict of interest between the indemnitee and the Foundation in the defense of the proceeding or legal action. If the Foundation assumes the defense, the Foundation shall not be liable to such indemnitee for legal or other expenses subsequently incurred by such indemnitee.
Section 4. Payment
The Foundation shall advance automatically expenses, including attorneys' fees, incurred or to be incurred by an indemnitee in defending a proceeding or legal action upon receipt of notice and, if required by law, of an undertaking by or on behalf of such indemnitee to repay all amounts advanced if it is ultimately determined by final judicial decision (after expiration or exhaustion of any appeal rights) that such indemnitee is not entitled to be indemnified for such expenses.
Section 5. Written Consent
The Foundation shall not be obligated to indemnify any indemnitee for any amounts incurred in settlement if settlement is made without the Foundation's prior written consent. The Foundation shall not enter into any settlement that would impose any penalty or limitation on any indemnitee without such indemnitee's prior written consent. Neither the Foundation nor any indemnitee will unreasonably withhold consent to any proposed settlement.
Section 6. Right to Payment
In order that officers and trustees may rely on the indemnification promised by this Article XII, no repeal or amendment of this Article XII shall reduce the right of any indemnitee to payment of expenses or indemnification for acts of such indemnitee taken before the date of repeal or amendment.
ARTICLE XIV Rules of Order
All meetings of the Foundation shall be governed by parliamentary law as set forth in Robert's Rules of Order (most recent edition) when it does not conflict with these Bylaws or with duly adopted policies and procedures of the Foundation.
