History  •  Awards  •  Board Members  •  Bylaws  •  Privacy Policy
Current Announcements  •  Past Announcements  •  print page

Bylaws of The Association of Donor Relations Professionals

November 1, 2003
As revised December 6, 2005


ARTICLE I NAME OF ORGANIZATION

The name of the organization is the Association of Donor Relations Professionals (hereinafter referred to as ADRP), which operates as a nonprofit corporation organized pursuant to NH RSA Chapter 292.


ARTICLE II PURPOSE AND METHOD

ADRP is an international organization for individuals interested in the profession of donor relations. The goals of this organization are to provide education, professional development, and networking opportunities to its members and promote the professional status of donor relations and stewardship officers in the development community.


ARTICLE III OFFICES

The principal office of the corporation in the State of New Hampshire shall be located in Exeter, New Hampshire. The corporation may have such offices, either within or without the State of New Hampshire as the Board of Directors may designate or as the business of the corporation may from time to time require.


ARTICLE IV MEMBERSHIP

Section A. Requirements
Membership in ADRP is open to individuals who seek to foster a positive association with the philanthropic community, whose terms of affiliation is not contrary to the goals of ADRP, and who upholds the responsibilities and integrity of the association without conflict of interest. A Member in good standing is one whose dues are paid and who has agreed to uphold the Bylaws and goals of ADRP.

All matters related to membership (including but not limited to membership, dues, resignation, termination of membership, membership meetings and benefits of membership) will be determined by the Board of Directors.

Section B. Voting
Members in good standing are entitled to one vote on all matters coming before the membership.

Section C. Ethical Standards
All members are expected to conform to the minimum ethical standards of the fundraising profession and to advocate on behalf of donors as expressed in the Donor Bill of Rights*, as developed by AAFRC, AHP, AFP, and CASE, and published on ADRP’s Web site.
*Get Adobe reader.


ARTICLE V MEMBERSHIP MEETINGS

Section A. Annual Meetings
An annual meeting of the members for receiving reports, and for such other business as may properly come before the meeting, shall be held at such time, date and place to be determined by the Board of Directors.

Section B. Special Meetings
Special meetings of the members may be called by the president or by the Board of Directors.

Section C. Notice
Notice of the date, time, and place of any annual or special meeting shall be delivered not less than five (5) nor more than sixty (60) days before the date of the meeting to each Member entitled to vote at such meeting. Notice may be sent by mail, electronic mail, or facsimile.

Section D. Quorum
At least ten percent (10%) of the members shall constitute a quorum at any meeting of members and in any vote by the Membership.

Section E. Action by Majority Vote
The majority vote of the members at a meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by law or by these Bylaws.

Section F. Mail Ballot
Any action requiring a vote of the members may be taken by mail, electronic mail, or facsimile ballot. Unless otherwise provided by law or these Bylaws, the action shall be taken upon written approval of a majority of the members entitled to vote and voting thereon, provided that the number of members voting thereon would constitute a quorum under these Bylaws.


ARTICLE VI BOARD OF DIRECTORS

Section A. Composition
ADRP is governed by an elected Board of Directors. The Board will consist of between five (5) and nine (9) elected members of whom at least four (4) members will represent various regions and types of institutions.

The Board may adjust the number of Board members needed to conduct association business.

Section B. Directors
In addition to the four (4) officers described in Article VII, the Board of Directors shall include between five (5) and nine (9) director posts. These posts are defined by the Board of Directors.

Section C. Ex Officio Directors
The Chair of the International Conference and the immediate past president may both serve as ex officio members of the Board of Directors, with all the rights and responsibilities accorded directors, except that they may not vote in matters coming before the board. Ex officio terms do not otherwise limit an individual’s non-Ex officio service on the Board.

Section D. Qualifications

  1. Candidates for the Board of Directors must:
    1. Be a voting ADRP member in good standing.
    2. Have been an ADRP member in good standing for the twelve month period preceding the nomination.
  2. Those members who derive more than 50% of their income on a for-profit status basis are eligible to serve on the Board of Directors but are not eligible to hold office of the President.

Section E. Term of Office

  1. Directors will be elected by the membership through a process of nomination and, under the authority of the Bylaws of this association, serve at least one (1) but not more than two (2) consecutive terms, a term being two (2) years. Each director may serve no more than four (4) elected terms.
  2. A director may be re elected only so long as she/he remains in good standing (see Article V, Sec. A) and is deemed by a majority of the board to be eligible for continued membership.
  3. The term of office will run January 1 through December 31.
  4. The President shall serve a two-year term, and this individual may not succeed himself/herself. Subsequent to completion of his/her term as president, this individual may serve a one-year term as an ex-officio board member and may be eligible for re-election to the board as a director, pursuant to Article VI, Section D, Part 1. This individual may also be nominated and serve again as president of the board, after a period of two years following the conclusion of their previous term as president.
  5. All Directors are required to maintain their membership in ADRP in good standing.

Section F. Meetings

  1. The Board of Directors for ADRP will meet at least once per year during the fiscal year ending December 31. The Board of Directors may choose to hold additional meetings as deemed appropriate by the officers of the Board of Directors. Additional meetings may be conducted by means of remote communication available to each member of the Board, including conference telephone or electronic mail. Participation in this communication shall constitute attendance.
  2. A majority (more than 50%) of the elected directors must be represented in person or by proxy to constitute a quorum; 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.
  3. Proxy for a Director shall be established prior to any meeting by notification to the President by the individual being represented of the name of the person who will be invested with the power to vote on their behalf. At the beginning of any meeting at which a Director is being represented by a proxy, the president will announce to the directors who is being represented by whom.
  4. Minutes of Board meetings will be available on the request of a Member in good standing.

Section G. Notice
Notice of the date, time and place of any board meeting shall be sent to all directors not fewer than five (5) and not more than thirty (30) days prior to the meeting. Notice may be sent by mail, electronic mail, or facsimile. If the need arises for an emergency meeting, the notification time may be suspended by the majority vote of the executive committee.

Section H. Informal Action
The Board of Directors may take any action required without a meeting but must provide consent in writing. The action must be signed by all of the directors entitled to vote with respect to the subject matter.

Section I. Powers and Authority
The Board of Directors will have the ultimate authority to make and execute all rules, policies, and/or decisions necessary in order to conduct the affairs of ADRP in an efficient manner.

Section J. Nominations and Elections
The Nominations Committee shall be chaired by a director appointed by the president. The chair will lead an ad hoc committee of 2 to 4 other members. The Nominations Committee shall solicit nominations from the membership. Nominations are not binding upon the committee, which shall attempt to fill every officer and director position expiring on the following January 1.

The Nominations Committee shall present a slate of nominations to the Board of Directors at the last regularly scheduled meeting before the annual meeting. This slate will then be presented to the membership at the annual meeting.

Election of officers and directors will be held before the entire membership at the annual meeting.

Section K. Voting
Each elected Board member, with the exception of the president, will have an equal vote of not more than one (1) and will forfeit her/his vote during absence at a board meeting. The president will cast the deciding vote in case of a tie.

Section L. Vacancies
A vacancy on the board will occur when and if a director becomes disqualified, deceased, is unable to perform her/his duties and/or board responsibilities, resigns, or whenever the board will elect to increase its membership. A vacancy will be filled by appointment of the president with the approval of the board, or by special election, at the discretion of the president with approval by the board. A vacancy in the office of president will be filled by the vice president.

Section M. Removal of Board Membership
Any board member elected by the membership may be removed by the vote of two-thirds (2/3) of the members present or represented at a duly called meeting of the members at which a quorum is present whenever, in their judgment, the best interests of ADRP would be served by such removal.


ARTICLE VII OFFICERS OF THE BOARD

Section A. Composition and Duties
There shall be four (4) Officers. The four officer positions are president, vice president, secretary and treasurer. Officers' duties include:

  1. President - Chairs all meetings; acts as a spokesperson of the membership at large; sets the agenda for the board and executive committee meetings; is responsible for the enforcement of the Bylaws; appoints members of committees or authorizes other Board members to make these appointments; acts as an ex officio, non voting member of all committees managed by the Board; delivers to her/his successor in office all pertinent materials for which she/he is responsible.
  2. Vice President - Act as president in his/her absence; Oversees all organizational activities, including but not limited to education, professional development, marketing, and member services; works with a team of directors to accomplish objectives and set priorities; delivers to her/his successor in office all pertinent materials for which she/he is responsible.
  3. Secretary - Keeps a record of all meetings of the Board of Directors; distributes to members of the board copies of records of proceedings; performs other duties as may be assigned by the president and/or Board of Directors; produces and maintains an association history.
  4. Treasurer - Is the custodian of all of the funds of the Association; oversees receipt of all membership dues and other payments; disburses funds at the direction of the president and/or the board of directors; oversees and reviews budgets and financial statements at the close of the fiscal year and at such other times as the board of directors may require; assists with the financial planning for the international conference; performs other duties as may be assigned by the president and/or Board of Directors; delivers to her/his successor in office all pertinent materials for which she/he is responsible.


ARTICLE VIII - EXECUTIVE COMMITTEE

Section A. Authority and Responsibility
The Executive Committee may act in place and stead of the Board of Directors between board meetings on all matters, except those specifically reserved to the board by law or these Bylaws, pursuant to a delegation of authority to the Executive Committee by the Board of Directors. Actions of the Executive Committee shall be submitted to the board for ratification at the next board meeting.

Section B. Composition
The Executive Committee shall be the president, vice president, secretary and treasurer.

Section C. Quorum - Call for Meetings
A majority of the voting members of the Executive Committee shall constitute a quorum at any duly called meeting of the Committee. The president shall call such meetings of the Executive Committee as the business of the organization may require, or a meeting shall be called on request of two voting members of the Executive Committee.


ARTICLE IX FISCAL YEAR

The fiscal year of ADRP will begin January 1 and end December 31 of the same year.


ARTICLE X CONTRACTS, CHECKS, DEPOSITS AND BONDING

Section A. Contracts
The Board of Directors may authorize any officer(s) or agent(s) of ADRP, in addition to the officers so authorized by the Bylaws, to enter into any contract on ADRP’s behalf.

Section B. Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of ADRP shall be signed by such officer(s) or agent(s) of ADRP and in such manner as shall be determined by resolution of the Board of Directors. In the absence of such determination by the Board, such instruments shall be signed by the treasurer and countersigned by the president.

Section C. Deposits
All funds of ADRP shall be deposited to the credit of ADRP in such banks, trust companies, or other depositories as the Board of Directors may select.

Section D. Bonding
The Board of Directors may provide for bonding of such officers and employees of ADRP as it may determine.


ARTICLE XI BOOKS AND RECORDS

ADRP shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the members, the Board of Directors, and any committees having the authority of the Board of Directors. The books and accounts of ADRP shall be audited periodically by accountants selected by the Board of Directors.


ARTICLE XII WAIVER OF NOTICE

Whenever any notice is required to be given under applicable law, the Articles of Incorporation or these Bylaws, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after time stated therein, shall be deemed equivalent to the giving of such notice.


ARTICLE XIII INDEMNIFICATION OF DIRECTORS AND OFFICERS

ADRP may indemnify all officers, directors and committee members of ADRP to the full extent permitted by New Hampshire statute and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as determined by the Board of Directors.


ARTICLE XIV DISTRICTS

ADRP will support the establishment of geographic districts as devised by the Board of Directors.


ARTICLE XV DISSOLUTION OF INCORPORATION

At such time as the Board of Directors will see fit, by a majority vote of the board and membership, to dissolve ADRP due to lack of membership, diminished interest, or other reasons, all funds remaining in the treasury after payment of debts will be given to another, similar, non profit organization. The recipient of these funds will be chosen at the discretion of the Board of Directors.


ARTICLE XVI AMENDMENTS TO THE BYLAWS

The Bylaws of ADRP may be amended or repealed as deemed appropriate by majority vote of the members present at the annual meeting.

 
[up]
[down]