THE IBERIA AFRICAN AMERICAN
HISTORICAL SOCIETY
A Louisiana Non-profit Corporation
BYLAWS
ARTICLE
I
NAME
1.01
Name
The name of this corporation shall be The Iberia African American
Historical Society. The business of the corporation may be conducted as The
Iberia African American Historical Society, or IAAHS.
ARTICLE II
PURPOSES AND POWERS
2.01 Purpose
The Iberia African American Historical Society is a non-profit
corporation and shall be operated exclusively for educational and charitable
purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code
of 1986, or the corresponding section of any future Federal tax code.
The purpose of IAAHS shall
be to foster the appreciation, understanding, and teaching of the long, rich,
and unique history of African Americans in Iberia Parish and by example and
through programs and activities, encourage and promote research, preservation,
and publication of historical materials related to the history of African
Americans in Iberia Parish.
2.02 Powers
The corporation shall have the power, directly or indirectly, alone
or in conjunction or cooperation with others, to do any and all lawful acts
which may be necessary or convenient to affect the charitable purposes, for
which the corporation is organized, and to aid or assist other organizations or
persons whose activities further accomplish, foster, or attain such
purposes. The powers of the corporation
may include, but not be limited to, the acceptance of contributions from the
public and private sectors, whether financial or in-kind contributions.
2.03 Nonprofit Status
and Exempt Activities Limitation.
(a) Nonprofit Legal Status. The Iberia African American Historical Society
is a Louisiana non-profit public benefit corporation, recognized as tax exempt
under Section 501(c)(3) of the United States Internal Revenue Code.
(b) Exempt Activities Limitation. Notwithstanding any other
provision of these Bylaws, no director, officer, employee, member, or
representative of this corporation shall take any action or carry on any activity
by or on behalf of the corporation not permitted to be taken or carried on by
an organization exempt under Section 501(c)(3) of the Internal Revenue Code as
it now exists or may be amended, or by any organization contributions to which
are deductible under Section 170(c)(2) of such Code and Regulations as it now
exists or may be amended. No part of the
net earnings of the corporation shall inure to the benefit or be distributable
to any director, officer, member, or other private person, except that the corporation
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 Articles of Incorporation and these Bylaws.
(c) Distribution Upon
Dissolution. Upon termination or dissolution of The Iberia African American Historical Society any assets lawfully
available for distribution shall be distributed to one (1) or more qualifying
organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code
(or described in any corresponding provision of any successor statute) which
organization or organizations have a charitable purpose which, at least
generally, includes a purpose similar to the terminating or dissolving
corporation.
The organization to receive the assets of The Iberia African American Historical Society hereunder shall be
selected in the discretion of a majority of the managing body of the
corporation, and if its members cannot so agree, then the recipient
organization shall be selected pursuant to a verified petition in equity filed
in a court of proper jurisdiction against The Iberia
African American Historical Society by one (1) or more of its managing body which verified
petition shall contain such statements as reasonably indicate the applicability
of this section. The court upon a finding that this section is applicable shall
select the qualifying organization or organizations to receive the assets to be
distributed, giving preference if practicable to organizations located within
the State of Louisiana.
In
the event that the court shall find that this section is applicable but that
there is no qualifying organization known to it which has a charitable purpose,
which, at least generally, includes a purpose similar to The Iberia African American Historical Society, then the court
shall direct the distribution of its assets lawfully available for distribution
to the Treasurer of the State of Louisiana to be added to the general fund.
ARTICLE III
MEMBERSHIP
3.01
No Membership Classes
The corporation shall have no members
who have any right to vote or title or interest in or to the corporation, its
properties and franchises.
3.02
Non-Voting Affiliates
The board of directors may approve classes
of non-voting affiliates with rights, privileges, and obligations established
by the board. Affiliates may be individuals, businesses, and other
organizations that seek to support the mission of the corporation. The board, a designated committee of the
board, or any duly elected officer in accordance with board policy, shall have
authority to admit any individual or organization as an affiliate, to recognize
representatives of affiliates, and to make determinations as to affiliates’
rights, privileges, and obligations. At
no time shall affiliate information be shared with or sold to other organizations
or groups without the affiliate’s consent.
At the discretion of the board of directors, affiliates may be given endorsement,
recognition and media coverage at fundraising activities, clinics, other events
or at the corporation website. Affiliates have no voting rights, and are not
members of the corporation.
3.03 Dues
Any dues for members or affiliates
shall be determined by the board of directors.
ARTICLE IV
BOARD OF DIRECTORS
4.01
Number of Directors
The Iberia African American
Historical Society shall have a board of directors consisting of at least 5
and no more than 18 directors. Within these limits, the board may increase or
decrease the number of directors serving on the board, including for the purpose
of staggering the terms of directors.
4.02
Powers
All
corporate powers shall be exercised by or under the authority of the board and
the affairs of The Iberia African American Historical Society
and Shall be managed under the direction of the board, except as otherwise
provided by law.
4.03
Terms
(a) The elected members of the Board of Directors shall serve for a term
of three (3) years and no members of the Board of Directors shall serve more
than six (6) years continuously unless his/her term has been extended by the
fact that he/she has been elected an officer of the Board. In the event an
elected member of the Board of Directors is elected an officer of the Board,
that person shall continue on the Board in the capacity of an officer and a
vacancy shall thereby be created in the membership of the Board, which vacancy
shall remain vacant until the vacancy is filled by the Nominating Committee.
The President may not appoint a member of the Board of Directors to the
Nominating Committee in the year in which that member will be eligible for a
second three (3) year term. A prior member of the Board is eligible for
additional terms after one year from the last date of the service on the Board
or as an officer of the Society.
(b) If possible, director
terms shall be staggered so that approximately half the number of directors
will end their terms in any given year.
(c) The term of office shall
be considered to begin on the staggered dates as determined by the Board of
Directors.
4.04 Qualifications and Election of
Directors
In
order to be eligible to serve as a director on the board of directors, the
individual must be 18 years of age and an affiliate within affiliate
classifications created by the board of directors. Directors may be elected at any board meeting
by the majority vote of the existing board of directors. The election of directors to replace those
who have fulfilled their term of office shall take place on a staggered basis if
possible as determined by the Board of Directors.
4.05
Vacancies
The
board of directors may fill vacancies due to the expiration of a director’s
term of office, resignation, death, or removal of a director or may appoint new
directors to fill a previously unfilled board position, subject to the maximum
number of directors under these Bylaws.
(a) Unexpected Vacancies. Vacancies in the board of directors due
to resignation, death, or removal shall be filled by the board for the balance
of the term of the director being replaced.
4.06
Removal of Directors
A director
may be removed by two-thirds (⅔) vote of the board of directors then in office,
if:
(a) the
director is absent and unexcused from two or more meetings of the board of directors
in a twelve month period. The board president
is empowered to excuse directors from attendance for a reason deemed adequate
by the board president. The president shall not have the power to excuse
him/herself from the board meeting attendance and in that case, the board vice president
shall excuse the president. Or:
(b) for
cause or no cause, if before any meeting of the board at which a vote on
removal will be made the director in question is given electronic or written
notification of the board’s intention to discuss her/his case and is given the
opportunity to be heard at a meeting of the board.
4.07
Board of Directors Meetings.
(a) Regular
Meetings. The board of directors shall have a minimum
of four (4) regular meetings each calendar year at times and places fixed by
the board. Board meetings shall be held upon four (4) days notice by
first-class mail, electronic mail, or facsimile transmission or forty-eight
(48) hours notice delivered personally or by telephone. If sent by mail, facsimile transmission, or
electronic mail, the notice shall be deemed to be delivered upon its deposit in
the mail or transmission system. Notice
of meetings shall specify the place, day, and hour of meeting. The purpose of the meeting need not be
specified.
(b)
Special Meetings. Special meetings of the board
may be called by the president, vice president, secretary, treasurer, or any
two (2) other directors of the board of directors. A special meeting must be preceded by at
least a one-day notice to each director of the date, time, and place, but not
the purpose, of the meeting.
(c) Waiver
of Notice. Any director may waive notice of any meeting,
in accordance with Louisiana law.
4.08
Manner of Acting.
(a) Quorum. A
majority of the directors in office immediately before a meeting shall
constitute a quorum for the transaction of business at that meeting of the board.
No business shall be considered by the board at any meeting at which a quorum
is not present.
(b) Majority Vote. Except as otherwise required by law or by the articles of
incorporation, 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.
(C) Hung Board Decisions.
On the occasion that directors of the board are unable to make a decision based
on a tied number of votes, the president in the order of presence shall have
the power to swing the vote based on his/her discretion.
(d) Participation. Except as required otherwise by law, the
Articles of Incorporation, or these Bylaws, directors may
participate in a regular or special meeting through the use of any means of
communication by which all directors participating may simultaneously hear each
other during the meeting, including in person, internet video meeting or by
telephonic conference call.
4.09 Compensation for Board Service
Directors shall receive no compensation for carrying out their
duties as directors. The board may adopt
policies providing for reasonable reimbursement of directors for expenses
incurred in conjunction with carrying out board responsibilities.
4.10
Compensation for Professional Services by Directors
Directors
are not restricted from being remunerated for professional services provided to
the corporation. Such remuneration shall
be reasonable and fair to the corporation and must be reviewed and approved in
accordance with the board Conflict of Interest policy and state law.
ARTICLE
V
COMMITTEES
5.01
Committees
The board of directors may, by the resolution
adopted by a majority of the directors then in office, designate one or more
committees, each consisting of two or more directors, to serve at the pleasure
of the board. Any committee, to the
extent provided in the resolution of the board, shall have all the authority of
the board, except that no committee, regardless of board resolution, may:
(a) take any final action on matters which also requires
board members’ approval or approval of a majority of all members;
(b) fill vacancies on the board of directors of in any
committee which has the authority of the board;
(c) amend or repeal Bylaws or adopt new Bylaws;
(d) amend or repeal any resolution of the board of directors
which by its express terms is not so amendable or repealable;
(e) appoint any other committees of the board of
directors or the members of these committees;
(f) expend corporate funds to support a nominee for
director; or
(g) approve any transaction;
(i) to
which the corporation is a party and one or more directors have a material financial
interest; or
(ii) between
the corporation and one or more of its directors or between the corporation or
any person in which one or more of its directors have a material financial
interest.
5.2
Meetings and Action
of Committees
Meetings and action of the committees shall be
governed by and held and taken in accordance with, the provisions of Article IV
of these Bylaws concerning meetings of the directors, with such changes in the
context of those Bylaws as are necessary to substitute the committee and its
members for the board of directors and its members, except that the time for
regular meetings of committees may be determined either by resolution of the
board of directors or by resolution of the committee. Special meetings of the committee may also be
called by resolution of the board of directors.
Notice of special meetings of committees shall also be given to any and
all alternate members, who shall have the right to attend all meetings of the
committee. Minutes shall be kept of each
meeting of any committee and shall be filed with the corporate records. The board of directors may adopt rules for
the governing of the committee not inconsistent with the provision of these Bylaws.
5.3
Informal Action By The Board of Directors
Any
action required or permitted to be taken by the board of directors at a meeting
may be taken without a meeting if consent in writing, setting forth the action
so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail
transmission from an e-mail address on record constitutes a valid writing. The
intent of this provision is to allow the board of directors to use email
to approve actions, as long as a quorum of board members gives consent.
ARTICLE
VI
OFFICERS
6.01
Board Officers
The
officers of the corporation shall be a board President, Vice-President, Secretary,
and Treasurer, all of whom shall be chosen by, and serve at the pleasure of,
the board of directors. Each board officer
shall have the authority and shall perform the duties set forth in these Bylaws
or by resolution of the board or by direction of an officer authorized by the board
to prescribe the duties and authority of other officers. The board may also
appoint additional vice-presidents and such other officers as it deems
expedient for the proper conduct of the business of the corporation, each of who shall have such
authority and shall perform such duties as the board of directors may
determine. One person may hold two or more board offices, but no board officer
may act in more than one capacity where action of two or more officers is
required.
6.02
Term of Office
Each
officer shall serve a one-year term of office and may not serve more than three
(3) consecutive terms of office. Unless unanimously elected by the board at the
end of his/her three (3) year terms or to fill a vacancy in an officer
position, each board officer’s term of office shall begin upon the adjournment
of the board meeting at which elected and shall end upon the adjournment of the
board meeting during which a successor is elected.
6.03
Removal and Resignation
The
board of directors may remove an officer at any time, with or without
cause. Any officer may resign at any
time by giving written notice to the corporation without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party. Any resignation shall take effect
at the date of the receipt of the notice or at any later time specified in the
notice, unless otherwise specified in the notice. The acceptance of the resignation shall not
be necessary to make it effective.
6.04
Board President
The
board president shall be the chief volunteer officer of the corporation. The
board president shall lead the board of directors in performing its duties and
responsibilities, including, if present, presiding at all meetings of the board
of directors, and shall perform all other duties incident to the office or
properly required by the board of directors.
6.05
Vice President
In
the absence or disability of the board president, the ranking vice-president or
vice-president designated by the board of directors shall perform the duties of
the board president. When so acting, the vice-president shall have all the
powers of and be subject to all the restrictions upon the board president. The vice-president shall have such other
powers and perform such other duties prescribed for them by the board of
directors or the board president.
6.06
Secretary
The
secretary shall keep or cause to be kept a book of minutes of all meetings and
actions of directors and committees of directors. The minutes of each meeting
shall state the time and place that it was held and such other information as
shall be necessary to determine the actions taken and whether the meeting was
held in accordance with the law and these Bylaws. The secretary shall cause notice to be given
of all meetings of directors and committees as required by the Bylaws. The secretary
shall have such other powers and perform such other duties as may be prescribed
by the board of directors or the board president. The secretary may
appoint, with approval of the board, a director to assist in performance of all
or part of the duties of the secretary.
6.07
Treasurer
The
treasurer shall be the lead director for oversight of the financial condition
and affairs of the corporation. The treasurer
shall oversee and keep the board informed of the financial condition of the corporation
and of audit or financial review results.
In conjunction with other directors or officers, the treasurer shall
oversee budget preparation and shall ensure that appropriate financial reports,
including an account of major transactions and the financial condition of the corporation,
are made available to the board of directors on a timely basis or as may be required
by the board of directors. The treasurer
shall perform all duties properly required by the board of directors or the board
president. The treasurer may appoint,
with approval of the board a qualified fiscal agent or member of the staff to
assist in performance of all or part of the duties of the treasurer.
6.08
Non-Director Officers
The
board of directors may designate additional officer positions of the corporation
and may appoint and assign duties to other non-director officers of the corporation.
ARTICLE
VII
CONTRACTS,
CHECKS, LOANS,
INDEMNIFICATION
AND RELATED MATTERS
7.01
Contracts and other Writings
Except
as otherwise provided by resolution of the board or board policy, all
contracts, deeds, leases, mortgages, grants, and other agreements of the corporation
shall be executed on its behalf by the President or other persons to whom the corporation
has delegated authority to execute such documents in accordance with policies
approved by the board.
7.02
Checks, Drafts
All
checks, drafts, or other orders for payment of money, notes, or other evidence
of indebtedness issued in the name of the corporation, shall be signed by such officer
or officers, agent or agents, of the corporation and in such manner as shall
from time to time be determined by resolution of the board.
7.03
Deposits
All
funds of the corporation not otherwise employed shall be deposited from time to
time to the credit of the corporation in such banks, trust companies, or other
depository as the board or a designated committee of the board may select.
7.04
Loans
No
loans shall be contracted on behalf of the corporation and no evidence of
indebtedness shall be issued in its name unless authorized by resolution of the
board. Such authority may be general or confined to specific instances.
7.05
Indemnification
(a) Mandatory Indemnification. The corporation shall indemnify a director
or former director, who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he or she was a party because he or she
is or was a director of the corporation against reasonable expenses incurred by
him or her in connection with the proceedings.
(b) Permissible Indemnification. The corporation shall indemnify a director
or former director made a party to a proceeding because he or she is or was a director
of the corporation, against liability incurred in the proceeding, if the
determination to indemnify him or her has been made in the manner prescribed by
the law and payment has been authorized in the manner prescribed by law.
(c) Advance for Expenses.
Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding, as authorized by the board of directors in
the specific case, upon receipt of (I) a written affirmation from the director,
officer, employee or agent of his or her good faith belief that he or she is
entitled to indemnification as authorized in this article, and (II) an undertaking
by or on behalf of the director, officer, employee or agent to repay such
amount, unless it shall ultimately be determined that he or she is entitled to
be indemnified by the corporation in these Bylaws.
(d) Indemnification of Officers, Agents and Employees. An officer of the corporation
who is not a director is entitled to mandatory indemnification under this article
to the same extent as a director. The corporation
may also indemnify and advance expenses to an employee or agent of the corporation
who is not a director, consistent with Louisiana Law and public policy, provided that such indemnification,
and the scope of such indemnification, is set forth by the general or specific
action of the board or by contract.
ARTICLE
VIII
MISCELLANEOUS
8.01
Books and Records
The
corporation shall keep correct and complete books and records of account and
shall keep minutes of the proceedings of all meetings of its board of directors,
a record of all actions taken by board of directors without a meeting, and a
record of all actions taken by committees of the board. In addition, the corporation
shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as
amended to date.
8.02 Fiscal Year
The
fiscal year of the corporation shall be from January 1 to December 31 of each
year.
8.03
Conflict of Interest
The
board shall adopt and periodically review a conflict of interest policy to
protect the corporation's interest when it is contemplating any transaction or
arrangement which may benefit any director, officer, employee, affiliate, or
member of a committee with board-delegated powers.
8.04 Nondiscrimination Policy
The
officers, directors, committee members, employees, and persons served by this corporation
shall be selected entirely on a nondiscriminatory basis with respect to age,
sex, race, religion, national origin, and sexual orientation. It is the policy of The Iberia African American
Historical Society not to discriminate on the basis of race, creed,
ancestry, marital status, gender, sexual orientation, age, physical disability,
veteran’s status, political service or affiliation, color, religion, or
national origin.
8.05
Bylaw Amendment
These Bylaws may be
amended, altered, repealed, or restated by a vote of the majority of the board
of directors then in office at a meeting of the Board, provided, however,
(a) that no amendment shall be made to these Bylaws
which would cause the corporation to cease to qualify as an exempt corporation
under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the
corresponding section of any future Federal tax code; and,
(b) that
an amendment does not affect the voting rights of directors. An amendment that
does affect the voting rights of directors further requires ratification by a
two-thirds (⅔) vote of a quorum of directors at a Board meeting.
(c) that all amendments be consistent with the
Articles of Incorporation.
ARTICLE
IX
COUNTERTERRORISM
AND DUE DILIGENCE POLICY
In furtherance of its exemption by contributions to
other organizations, domestic or foreign, The Iberia African American
Historical Society shall stipulate how the funds will be used and shall
require the recipient to provide the corporation with detailed records and
financial proof of how the funds were utilized.
Although adherence and compliance with the US
Department of the Treasury’s publication the “Voluntary Best Practice for US.
Based Charities” is not mandatory, The Iberia African American
Historical Society willfully and voluntarily recognizes and puts to
practice these guidelines and suggestions to reduce, develop, re-evaluate and
strengthen a risk-based approach to guard against the threat of diversion of
charitable funds or exploitation of charitable activity by terrorist
organizations and their support networks.
The Iberia African
American Historical Society shall also comply and put into practice the
federal guidelines, suggestion, laws and limitation set forth by pre-existing
U.S. legal requirements related to combating terrorist financing, which
include, but are not limited to, various sanctions programs administered by the
Office of Foreign Assets Control (OFAC) in regard to its foreign activities.
ARTICLE
X
DOCUMENT
RETENTION POLICY
10.01
Purpose
The purpose of this document retention policy is to
establish standards for document integrity, retention, and destruction and to
promote the proper treatment of The Iberia African American
Historical Society records.
10.02 Policy
Section
1. General Guidelines. Records should not be kept if they are
no longer needed for the operation of the business or required by law.
Unnecessary records should be eliminated from the files. The cost of maintaining
records is an expense which can grow unreasonably if good housekeeping is not
performed. A mass of records also makes it more difficult to find pertinent
records.
From time to time, The Iberia African American
Historical Society may establish retention or destruction policies or
schedules for specific categories of records in order to ensure legal compliance,
and also to accomplish other objectives, such as preserving intellectual
property and cost management. Several categories of documents that warrant
special consideration are identified below. While minimum retention periods are
established, the retention of the documents identified below and of documents
not included in the identified categories should be determined primarily by the
application of the general guidelines affecting document retention, as well as
the exception for litigation relevant documents and any other pertinent
factors.
Section 2. Exception for Litigation Relevant
Documents. The
Iberia African American Historical Society expects all officers,
directors, and employees to comply fully with any published records retention
or destruction policies and schedules, provided that all officers, directors,
and employees should note the following general exception to any stated
destruction schedule: If you believe, or The Iberia African American
Historical Society informs you, that corporate records are relevant to
litigation, or potential litigation (i.e. a dispute that could result in
litigation), then you must preserve those records until it is determined that
the records are no longer needed. That exception supersedes any previously or subsequently
established destruction schedule for those records.
Section 3. Minimum Retention Periods for Specific Categories
(a) Corporate Documents. Corporate records include the corporation’s
Articles of Incorporation, By-Laws and IRS Form 1023 and Application for
Exemption. Corporate records should be retained permanently. IRS regulations
require that the Form 1023 be available for public inspection upon request.
(b) Tax Records. Tax records include, but may not be limited to,
documents concerning payroll, expenses, proof of contributions made by donors,
accounting procedures, and other documents concerning the corporation’s
revenues. Tax records should be retained for at least seven years from the date
of filing the applicable return.
(c) Employment Records/Personnel Records. State and federal statutes require the corporation
to keep certain recruitment, employment and personnel information. The corporation
should also keep personnel files that reflect performance reviews and any complaints
brought against the corporation or individual employees under applicable state
and federal statutes. The corporation should also keep in the employee's
personnel file all final memoranda and correspondence reflecting performance
reviews and actions taken by or against personnel. Employment applications
should be retained for three years. Retirement and pension records should be
kept permanently. Other employment and personnel records should be retained for
seven years.
(d) Board and Board Committee Materials. Meeting minutes should be
retained in perpetuity in the corporation’s minute book. A clean copy of all
other Board and Board Committee materials should be kept for no less than three
years by the corporation.
(e) Press Releases/Public Filings. The corporation should retain
permanent copies of all press releases and publicly filed documents under the
theory that the corporation should have its own copy to test the accuracy of
any document a member of the public can theoretically produce against the corporation.
(f) Legal Files. Legal counsel should be consulted to determine the
retention period of particular documents, but legal documents should generally
be maintained for a period of ten years.
(g) Marketing and Sales Documents. The corporation should keep final
copies of marketing and sales documents for the same period of time it keeps
other corporate files, generally three years. An exception to the three-year
policy may be sales invoices, contracts, leases, licenses, and other legal
documentation. These documents should be kept for at least three years beyond
the life of the agreement.
(h) Development/Intellectual Property and Trade Secrets. Development
documents are often subject to intellectual property protection in their final
form (e.g., patents and copyrights). The documents detailing the development
process are often also of value to the corporation and are protected as a trade
secret where the corporation:
(i) derives independent economic value from the secrecy of the information;
and
(ii) has taken affirmative steps to keep the information confidential.
The corporation should keep all
documents designated as containing trade secret information for at least the
life of the trade secret.
(i) Contracts. Final, execution copies of all contracts entered into
by the corporation should be retained. The corporation should retain copies of
the final contracts for at least three years beyond the life of the agreement,
and longer in the case of publicly filed contracts.
(j) Correspondence. Unless correspondence falls under another
category listed elsewhere in this policy, correspondence should generally be
saved for two years.
(k) Banking and Accounting. Accounts payable ledgers and schedules
should be kept for seven years. Bank reconciliations, bank statements, deposit slips
and checks (unless for important payments and purchases) should be kept for
three years. Any inventories of products, materials, and supplies and any
invoices should be kept for seven years.
(l) Insurance. Expired insurance policies, insurance records,
accident reports, claims, etc. should be kept permanently.
(m) Audit Records. External audit reports should be kept permanently.
Internal audit reports should be kept for three years.
Section 4. Electronic Mail. E-mail that needs to be saved should
be either:
(i) printed in hard copy and kept in the appropriate file; or
(ii) downloaded to a computer file and kept
electronically or on an external storage device (e.g., flash drive, cd, etc.)
as a separate file, or uploaded to a cloud storage service. The retention period depends upon the subject
matter of the e-mail, as covered elsewhere in this policy.
ARTICLE
XI
Transparency
and Accountability
Disclosure
of Financial Information With The General Public
11.01
Purpose
By making full and accurate information
about its mission, activities, finances, and governance publicly available, The
Iberia African American Historical Society practices and encourages
transparency and accountability to the general public. This policy will:
(a) indicate which documents and materials
produced by the corporation are presumptively open to staff and/or the public
(b) indicate which documents and materials
produced by the corporation are presumptively closed to staff and/or the public
(c) specify the procedures whereby the
open/closed status of documents and materials can be altered.
The details of this policy are as
follow:
11.02
Financial and IRS documents (The form 1023 and
the form 990)
The Iberia African American Historical Society shall provide its
Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest
policy, and financial statements to the general public for inspection free of
charge.
11.03
Means and Conditions of Disclosure
The Iberia African American Historical Society shall make “Widely Available”
online the aforementioned documents at the organization’s website (www.iaahsonline.org) so the documents may be viewed and inspected by the general
public.
(a) The documents shall be posted in a format that
allows an individual using the Internet to access, download, view and print
them in a manner that exactly reproduces the image of the original document
filed with the IRS (except information exempt from public disclosure
requirements, such as contributor lists).
(b) The website shall clearly inform readers that the
document is available and provide instructions for downloading it.
(c) The Iberia African American Historical Society
shall not charge a fee for downloading the
information. Documents shall not be posted in a format that would require
special computer hardware or software (other than software readily available to
the public free of charge).
(d) The Iberia African American Historical Society
shall inform anyone requesting the information
where this information can be found, including the web address. This
information must be provided immediately for in-person requests and within 7
days for mailed requests.
11.04 IRS Annual Information Returns (Form 990)
The Iberia African American Historical
Society shall submit the Form 990 to its board of directors prior to the
filing of the Form 990. While neither the approval of the Form 990 or a review
of the 990 is required under Federal law, the corporation’s Form 990 shall be
submitted to each member of the board of director’s via (hard copy or email) at
least 10 days before the Form 990 is filed with the IRS.
11.05 Board
(a) All board deliberations shall be open to
the public except where the board passes a motion to make any specific portion
confidential.
(b) All board minutes shall be open to the
public once accepted by the board, except where the board passes a motion to
make any specific portion confidential.
(c) All papers and materials considered by
the board shall be open to the public following the meeting at which they are
considered, except where the board passes a motion to make any specific paper
or material confidential.
11.06
Staff Records
(a) All staff records shall be available for
consultation by the staff member concerned or by their legal representatives.
(b) No staff records shall be made available
to any person outside the corporation except the authorized governmental
agencies.
(c) Within the corporation, staff records
shall be made available only to those persons with managerial or personnel
responsibilities for that staff member, except that
(d) Staff records shall be made available to
the board when requested.
11.07
Donor Records
(a) All donor records shall be available for
consultation by the members and donors concerned or by their legal
representatives.
(b) No donor records shall be made available
to any other person outside the corporation except the authorized governmental
agencies.
(c) Within the corporation, donor records
shall be made available only to those persons with managerial or personnel
responsibilities for dealing with those donors, except that ;
(d) donor records shall be made available to
the board when requested.
ARTICLE
XII
CODES OF ETHICS AND WHISTLEBLOWER POLICY
12.01
Purpose
The Iberia African American Historical Society requires and
encourages directors, officers and employees to observe and practice high
standards of business and personal ethics in the conduct of their duties and
responsibilities. The employees and representatives of the corporation must
practice honesty and integrity in fulfilling their responsibilities and comply
with all applicable laws and regulations. It is the intent of The Iberia
African American Historical Society to adhere to all laws and regulations
that apply to the corporation and the underlying purpose of this policy is to
support the corporation’s goal of legal compliance. The support of all
corporate staff is necessary to achieving compliance with various laws and
regulations.
12.02 Reporting Violations
If any director, officer, staff or
employee reasonably believes that some policy, practice, or activity of The
Iberia African American Historical Society is in violation of law, a written
complaint must be filed by that person with the vice president or the board president.
12.03 Acting in Good Faith
Anyone
filing a complaint concerning a violation or suspected violation must be acting
in good faith and have reasonable grounds for believing the information
disclosed indicates a violation. Any allegations that prove not to be
substantiated and which prove to have been made maliciously or knowingly to be
false shall be subject to civil and criminal review.
12.04 Retaliation
Said person is protected from
retaliation only if she/he brings the alleged unlawful activity, policy, or
practice to the attention of The Iberia African American Historical Society
and provides The Iberia African American Historical Society with
a reasonable opportunity to investigate and correct the alleged unlawful
activity. The protection described below is only available to individuals that
comply with this requirement.
The Iberia African American Historical Society shall not retaliate against any
director, officer, staff or employee who in good faith, has made a protest or
raised a complaint against some practice of the Iberia African American
Historical Society or of another individual or entity with whom the Iberia
African American Historical Society has a business relationship, on the
basis of a reasonable belief that the practice is in violation of law, or a
clear mandate of public policy.
The Iberia African American Historical Society shall not retaliate
against any director, officer, staff or employee who disclose or threaten to
disclose to a supervisor or a public body, any activity, policy, or practice of
The Iberia African American Historical Society that the individual
reasonably believes is in violation of a law, or a rule, or regulation mandated
pursuant to law or is in violation of a clear mandate of public policy
concerning the health, safety, welfare, or protection of the environment.
12.05 Confidentiality
Violations or suspected violations may
be submitted on a confidential basis by the complainant or may be submitted
anonymously. Reports of violations or suspected violations shall be kept
confidential to the extent possible, consistent with the need to conduct an
adequate investigation.
12.06 Handling of Reported Violations
The board president or vice president
shall notify the sender and acknowledge receipt of the reported violation or
suspected violation within five business days. All reports shall be promptly
investigated by the board and its appointed committee and appropriate
corrective action shall be taken if warranted by the investigation.
This policy shall be made available to all
directors, officers, staffs or employees and they shall have the opportunity to
ask questions about the policy.
ARTICLE
XIII
AMENDMENT
OF Articles of Incorporation
13.01 Amendment
Any amendment to the
Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the
board of directors.
CERTIFICATE
OF ADOPTION OF BYLAWS
I
do hereby certify that the above stated Bylaws of The Iberia African American Historical Society were approved
by The Iberia African American
Historical Society board of directors
on April 19, 2018 and constitute a complete copy of the Bylaws of the corporation.
[signed] Rosalind
Garrett, Secretary
April
19, 2018