BYLAWS
OF
FULL
CIRCLE DEFENSE TRAINING CORPORATION
ARTICLE I
NAME OF
ORGANIZATION
The name of this organization is Full Circle Defense
Training Corporation. Hereinafter it shall be known as Full Circle
Defense.
ARTICLE II
PURPOSE
The purpose of Full Circle
Defense is to provide self-defense training through the education of technique
and philosophy in order to promote the achievement of human potential in spirit,
mind and body.
ARTICLE III
LOCATION
The principal office of
Full Circle Defense, at which the general business of the organization will be
transacted and where the records of the organization will be kept, shall be at
such location in the metropolitan area of Minneapolis-St. Paul, State of
Minnesota, as may be fixed from time to time by the Board of Directors of Full
Circle Defense.
ARTICLE IV
BOARD OF DIRECTORS
Section 1.
Number and Qualifications. The Board of Directors of Full Circle Defense shall
be composed of not less than three (3) nor more than fifteen (15) individuals
who are broadly representative of community interests, or possess applicable
professional experience, or who have an expressed concern for the general
purposes of Full Circle Defense.
Section 2. Governing Powers. The Board
of Directors shall have all the powers and duties necessary or appropriate for
the overall direction of Full Circle Defense. They may engage in such acts and
do such things as are not prohibited by a law or these by-laws.
Section
3. Election and Term of Office. Directors shall be elected at the annual meeting
of the Board for a term of five years. The Directors shall hold office until
their successors have been elected and qualified. Unless elected to fill a
vacancy, the term of office of a Director shall commence on January 1 following
the respective election by the Board.
Section 4. Vacancies. Vacancies in
the Board of shall be filled by a vote of the majority of the remaining
Directors. Each person so elected shall be a Director until that person or a
successor is elected by the members at the next annual meeting.
Section
5. Removal of Directors. a. At any annual or duly called special meeting of the
board, any one or more of the Directors may be removed without cause by a vote
of the majority of the entire Board. A successive Director may then and there be
elected to fill the vacancy thus created. Any director whose removal has been
proposed shall be given at least thirty (30) days notice of the intent to take
such action and an opportunity to be heard at this meeting.
b. After two
unexcused absences, a Director will automatically be removed from the Board.
Upon recommendation of the Executive Committee, such member may be
reinstated.
Section 6. Compensation. No compensation shall be paid to
Directors for their services to Full Circle Defense. Directors may be reimbursed
for actual expenses incurred by them in the performance of special
duties.
Section 7. Annual Meetings. The Annual meeting shall be held at a
time and place as selected by the Board. It shall be held for the purpose of
electing the Board of Directors and officers and the consideration of any other
business that may be properly brought before it. The time an place of this
annual meeting of the Board shall be conveyed to each Director at least fifteen
(15) working days in advance of the meeting.
Section 8. Regular Meetings.
Regular meetings of the Board of Directors may be held at such time and place as
shall be determined from time to time by a majority of the Directors. The Board
of Directors shall meet at least four (4) times each year, approximately
quarterly.
Section 9. Special Meetings. Special meetings of the Board of
Directors may be called by the Chair of the Board upon at least five (5) working
days notice to each Director. This notice shall be given personally or by mail
or telephone. The notice shall state the place, time and the purpose of the
meeting. The Secretary of Full Circle Defense in like manner and in like notice
shall call a special meeting upon the written request of at least two Directors
or the Executive Director.
Section 10. Quorum. At all meetings of the
Board of Directors, a majority of the Directors of record shall constitute a
quorum for the transaction of all authorized business. Where the computation
results in a fractional number, it shall be rounded upward to the next whole
number. The acts of the majority of the Directors present at a meeting at which
a quorum exists shall be the acts of the Board of directors, except where a
larger number is required by law or these by-laws.
Section 11. Proxies.
No voting by proxy shall be permitted in the meetings of the Board of Directors
of Corporation.
Section 12. Robert's Rules of Order will be the authority
for all questions and procedures at any meetings of
Corporation.
ARTICLE V
OFFICERS
Section 1. Designation.
Principal Officers of Full Circle Defense shall be a Chair, a Vice-Chair, a
Treasurer, and a Secretary. At the discretion of the Board of Directors, other
officers may be elected with duties that the Board shall
prescribe.
Section 2. Election of Officers. The officers shall be members
of the Board and be elected annually by the Board of Directors at its annual
meeting and, unless sooner removed by the Board, the officers shall serve for a
term of one year, or until their successors are elected. A vacancy in any office
may be filled by a majority vote of the Board of Directors for the unexpired
portion of the term. The Board of Directors shall also have the authority to
appoint such temporary or acting officers as may be necessary during the
temporary absence or disability of the regular officers.
Section 3.
Removal. Any officer may be removed with or without cause by the Board of
Directors by affirmative vote of a majority of all the Board members. The matter
of removal may be acted upon at any meeting of the Board, provided that notice
of intention to consider said removal has been given to each Board member and to
the officer affected at least thirty (30) days previously.
Section 4.
Chair. The Chair shall be a Principal Officer of the corporation. Subject to the
direction and control of the Board, the Chair shall see that the resolutions and
directives of the Board are carried into effect, and, in general, shall
discharge all duties incident to the office of the Chair and as prescribed by
the Board. The Chair shall preside at all meetings of the Board of Directors and
the Executive Committee, except in those instances in which the authority to
execute is expressly delegated to another officer or agent of the corporation.
The Chair may execute for the corporation all contracts, deeds, conveyances,
mortgages, bonds, and other instruments in writing that may be required or
authorized by the Board of Directors. The Chair shall appoint members to stand
committees, establish and appoint members to other committees. The Chair will be
a voting ex-officio member of all Board committees except the Nominating
Committee.
Section 5. Vice Chair. It will be the duty of the Vice Chair
to act in the absence or disability of the Chair and to perform such duties as
may be assigned to him or her by the Chair.
Section 6. Secretary. The
Secretary of Full Circle Defense shall be responsible for keeping the
organization's records. He or she shall keep (or cause to be kept) the minutes
of all meetings of the Board of Directors and of the Executive Committee. The
Secretary shall give or cause to be given all notices of the meetings of the
Board of Directors and other notices required by law or by these by-laws. The
Secretary shall be responsible for the keeping of all books, correspondence,
committee minutes and papers relating to the business of Full Circle Defense,
except those of the Treasurer.
Section 7. Treasurer. The Treasurer shall
be responsible for preparation of the proposed annual budget and shall keep (or
cause to be kept) records belonging to Full Circle Defense. The Treasurer will
present to the Board of Directors at the annual meetings a report of the
finances of Full Circle Defense and will from time to time make such other
reports to the Board of Directors as it may require. The Treasurer shall Chair
the meetings of the Finance Committee.
Section 8. Any officer of Full
Circle Defense, in addition to powers conferred on him or her by these by-laws,
will have such additional powers and perform such additional duties as may be
prescribed from time to time by the Board of Directors.
ARTICLE
VI
COMMITTEES
Section 1. Authority. The Board of Directors may act by
and through such committees as may be specified in resolutions adopted by a
majority of the members of the Board of Directors. Each such committee shall
have such duties and responsibilities as are granted to it from time to time by
the Board of Directors. Each such committee shall at all times be subject to the
control and direction of the Board of Directors. Committee members, other than
members of the Executive Committee, need not be directors.
Section 2.
Executive Committee. The Board of Directors, by resolution adopted by a majority
of the entire Board of Directors may establish an Executive Committee to consist
of at least the officers. Others may be added at the discretion of the Board.
The Chair of the Board of Directors will be the Chair of the Executive
Committee. The designation of such Executive Committee and the delegation of
authority granted to it shall not operate to relieve the Board of Directors of
any responsibility imposed upon it. No individual shall continue to be a member
of the Executive Committee after he or she ceases to be a Director of Full
Circle Defense. The Board of Directors shall have the power at any time to
change the number of members of the Executive Committee to fill vacancies
thereon, to change any member thereof, to change the functions of the Committee
or to terminate the existence of it.
Section 3. Powers. During the
intervals between meetings of the Board of Directors, and subject to any
resolution of the Board of Directors, the Executive Committee shall have and may
exercise all the authority of the Board of Directors in the management of Full
Circle Defense. The Executive Committee shall make a full report of all actions
at the next meeting of the Board of Directors.
Section 4. Meetings.
Regular meetings of the Executive Committee may be held at such time and place
as may be determined by the Executive Committee or the Board of Directors.
Special meetings may be called by the Chair of the Executive Committee. When
such special meetings are deemed to be necessary, members of the Executive
Committee will be notified in person, by mail, or by telephone, at least five
(5) working days in advance.
Section 5. Quorum. A majority of the entire
Executive Committee shall be necessary to constitute a quorum for the
transaction of business. Acts of the majority of the members present at such
meeting at which a quorum exists shall be the acts of the Executive
Committee.
Section 6. Standing Committees. The Board of Directors may, by
resolution passed by a majority of the Board as a whole, designate one or more
standing committees in addition to the Executive Committee. The Chair shall
appoint all members of the standing committees and designate a Chair for each. A
majority of the members of these committees must be Directors of Full Circle
Defense. The Chairs of the standing committees shall be members of the Board of
Directors. Any committee so established shall have and may exercise such power
as provided in the resolution which established the committee. Dissolution of
any such standing committee shall be accomplished by a resolution of a majority
of the Board as a whole.
Section 7. Types of Committees. In general the
types of standing committees may include, but not be restricted to Nominating,
Finance, and Personnel.
Section 8. Meetings. Meetings of the individual
committees may be held at such time and place as may be determined by a majority
of the committee, by the Chair, or by the Board of Directors. Notice of meetings
shall be given to the committee's members at least five (5) working days in
advance of the meeting unless all members agree to a shorter notification. A
majority of the committee's membership shall constitute a quorum.
Section
9. Other Committees. Other committee(s) may be established by the Chair of the
Board of Directors or by a motion passed in an appropriately constituted meeting
of the Board of Directors. Non-members of the Board of Directors may serve on
other committees, but shall be in a minority to the numbers of Directors on such
committees.
ARTICLE VII
FISCAL MANAGEMENT
Section 1. Fiscal
Year. The fiscal year of Full Circle Defense shall begin on the first day of
January in each year.
Section 2. Books and Accounts. Books and accounts
of Full Circle Defense shall be kept under the direction of the Treasurer of
Full Circle Defense.
Section 3. Execution of Full Circle Defense's
Documents. The Board of Directors may authorize any officer or officer's agent
or agents to enter into any contract or to execute and deliver any instrument in
the name of and on behalf of Full Circle Defense. Such authority may be general
or confined to specific instances. These authorizations are in addition to those
authorized by these by-laws.
Section 4. Loans. No loans shall be
contracted on behalf of Full Circle Defense nor evidences of indebtedness shall
be issued in its name unless authorized by resolution of the Board of Directors.
Such authority shall be general or confined to specific
instances.
Section 5. Deposits. All funds of Full Circle Defense not
otherwise employed shall be deposited from time to time to the credit of Full
Circle Defense in such bank or banks or other depositories as the Board of
Directors may elect.
Section 6. Conflict of Interest. The Board shall not
enter into any contract or transaction with (a) one or more of its directors,
(b) a director of a related organization or (c) an organization in or of which a
director of Full Circle Defense is a director, officer or legal representative,
or in some other way has a material financial interest unless:
1) That
interest is disclosed or known to the Board of Directors,
2) The Board
approves, authorizes or ratifies the action in good faith,
3) The
approval is by a majority of directors (not counting the interested
director),
4) At a meeting where a quorum is present (not counting the
interested director).
The interested director may be present for
discussion to answer questions, but may not advocate for the action to be taken
and must leave the room while a vote is taken. The minutes of all actions taken
on such matters shall clearly reflect that these requirements have been
met.
Section 7. Checks, Drafts, Etc. All checks, drafts and other orders
for payment of funds will be signed by such Officers or such other persons as
the Board of Directors shall designate in its approved financial
policies.
Section 8. Indemnity. Full Circle Defense shall indemnify and
hold harmless any Director, officer, or employee from any suit, damage, claim,
judgement or liability arising out of, or asserted to arise out of conduct of
such person in his or her capacity as a Director, officer, or employee except in
cases involving willful misconduct. Indemnification provided under this section
shall comply with and follow the requirements as provided by statute. Full
Circle Defense shall have the power to purchase or procure insurance for such
purposes.
Section 9. Examination by Directors. Every director of Full
Circle Defense shall have a right to examine, in person or by agent or attorney,
at any reasonable time or times, and at the place or places where usually kept,
all books and records of Full Circle Defense and make extracts or copies
therefrom.
ARTICLE VIII
EXECUTIVE DIRECTOR
Section 1.
Designation. The Board of Directors shall select and employ an Executive
Director.
Section 2. Duties. The Executive Director shall be the chief
executive officer of the corporation. As such, the chief executive officer shall
be responsible for providing professional advice and assistance to the Board of
Directors and shall administer the work delegated to the staff, shall hire and
release staff members, and shall have such other powers to perform other duties
as may be assigned by the Board of Directors.
Section 3. Other Staff. The
Executive Director may hire and discharge such employed staff as may be
necessary to support the organization. The employed staff shall report directly
to and be accountable to the Executive Director or his or her
designates.
Section 4. Checks, Drafts, Petty Cash Fund. The Executive
Director may be authorized to provide one of the signatures on checks, drafts,
or other orders of payment of funds for Full Circle Defense. He or she may also
be authorized to administer a Petty Cash Fund, the size of which will be
designated by the Board of Directors.
ARTICLE
IX
MISCELLANEOUS
Section 1. Amendments. The Board of Directors shall
have the power to amend the Articles of Incorporation and these bylaws. Subject
to restrictions imposed by statute, the Board may amend the articles and bylaws
by adopting a resolution setting forth the amendment, after providing written
notice of the proposed amendments at least 15 calendar days prior to a duly
called meeting. Such amendment shall require an affirmative vote of two-thirds
of the Board at a duly constituted meeting.