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Forming a New AFP Chapter Table of Contents
1. Why Organize a New AFP Chapter 2. How to Start
o The Role of a Sponsoring/Mentoring Chapter 3. At the Exploratory Meeting 4. Preparing for the New Chapter Charter Process
o The Organizing Meeting o What Happens Next
5. The New Chapter’s First Year o Establishing Chapter Leadership o Financial Information o Setting your Meeting and Program Schedule o Getting the Word Out
6. Start-up Fund Appendices
A. New Chapter Application Checklist B. Sample Chapter Sponsorship Letter C. Standardized Chapter Bylaws: U.S. and Canadian D. Chapter Leadership Form E. Warranty Statement F. Conformance to AFP (Association) Bylaws G. U.S. Chapters Only - Letter for inclusion in AFP’s Group 501(c)3 exemption H. Samples: Articles of Incorporation (for U.S. Chapters and Canadian Chapters) I. AFP Logo Naming Convention
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1. Why Organize a New AFP Chapter? • If no AFP chapter exists to serve the fundraising professionals in a particular city or
region; • If an existing chapter has grown so large that its leadership wishes to organize a
“spin-off” chapter; • If the metropolitan area which one chapter already serves is so sprawling that it
could adequately support an additional chapter; • If a local fundraising group already exists and wishes to affiliate with AFP; or
• If a group of fundraising executives feels their needs would be better served by
having a chapter that is more local.
2. How to Start
Of course, many factors influence how quickly and how smoothly a chapter is organized. Familiarity with AFP and avid support from an established chapter certainly help the process along (see Role of the Sponsoring/Mentoring Chapter below). But it is entirely possible to start from scratch, with only a vague notion of what AFP is all about, and a committed interest in organizing local fundraising professionals. 1. Notify AFP International Headquarters of your interest in organizing a chapter.
Information about the size of the area the new chapter would serve and the number of nonprofits within the area will be helpful.
2. Keep the office updated on the progress of the forming chapter with a phone call,
email, or letter to the AFP Chapter Services Department or to the Chapter Services Director assigned to your geographic area.
3. Find a dedicated fundraising executive who is willing to lead the effort to organize a
new chapter. Ideally, this person will be assisted by several other interested fundraising professionals.
4. Obtain written sponsorship from an existing AFP chapter located nearby, to provide
guidance and support throughout the organizational process. If one is not available, contact the Chapter Services Department at AFP International Headquarters. A sample sponsorship letter is included in this material (appendix B).
5. Call together four or five fundraising executives that you know and compile a
prospective member list of all the fundraising professionals living and/or working in the area the chapter would serve. Consider individuals employed by: • Social agencies and youth groups
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• Hospitals and medical centers • Universities, colleges, and private schools • Museums, television stations, and cultural groups • National, state/provincial, and local health agencies • Professional fundraising counsel • Symphony, opera, ballet, and theater companies • Foundations
If you are unable to get a list locally, please contact AFP’s Membership Services
Department for a listing of people in your area who were AFP members but have allowed their membership to lapse.
6. Choose a date for an exploratory meeting, the first of perhaps several
organizational meetings. A luncheon is recommended. 7. Contact the AFP Chapter Services Department and request a sample of AFP
publications, and brochures outlining member benefits for distribution at the meeting.
8. Call on the sponsoring chapter to provide a speaker for the exploratory meeting, or
call the AFP Chapter Services Department and request that a speaker, when available, be sent to explain the purpose and benefits of AFP.
9. Compose a letter of invitation and send it to all the names on the prospective
member list. If a luncheon is planned, be sure to set a fee and include reservation forms with appropriate contact information.
NOTE: If you will be collecting registration fees, you’ll want to find another chapter
or local organization to assist in collecting the money. Until your chapter has an EIN number (after its approval from the AFP Board), you won’t be able to open a bank account. Another chapter or community organization may allow your potential members to make checks out to their organization and then help the forming chapter pay its expenses for the luncheon. The forming chapter could be a line item or sub-account of the sponsor chapter. If you have questions about the process, contact the AFP Chapter Services Department.
10. Make arrangements to hold the meeting at a convenient location, such as a hotel.
Most hotels will provide a conference room free of charge, as long as lunch is served and paid for. In some cases, a local nonprofit may be able to host your meeting.
11. Court the invitees with a follow-up invitation or phone call. Such persistence is not
only flattering, but it also demonstrates that you are serious about organizing an AFP chapter to build the community of fundraising professionals.
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3. At the Exploratory Meeting 1. Make sure the program is brief and concise. A sample agenda:
11:30-11:45 am .................... Registration 11:45-12:00 noon ................. Welcome and Introduction by Host ........................................ Attendees’ self-introductions
Explanation of Meeting Purpose 12:00-12:30 pm .................... Luncheon; encourage networking 12:30-1:15 pm ...................... Guest Speaker
Question & Answer Session
2. Provide name badges to all in attendance. 3. Set sample AFP publications and brochures out on a table for distribution. 4. At the end of the meeting, ask for a show of hands to determine if there is sufficient
interest to proceed with chapter organization. NOTE: To proceed, a name for the new chapter should be chosen and the annual
amount for chapter dues should be set…this will allow us to prepare customized applications for your forming chapter to use in recruiting members. To help you in deciding on a name for your new chapter, please review the AFP Chapter Naming Convention (appendix I).
If you have a good indication before the meeting that there is adequate interest in
forming a chapter, you may suggest the chapter’s possible names and dues amount so that attendees can complete these tasks at this exploratory meeting.
5. Ask for at least 5 volunteers to serve on an Organizing Committee to plan additional
meetings and promote membership. These may be the same individuals who planned the exploratory meeting, but it is always helpful to have more volunteers engaged in the process of forming the chapter.
6. Contact the AFP Chapter Services Director assigned to you and report on the
meeting. Make requests for additional speakers or materials, as needed. This may include individualized Forming XYZ Chapter membership applications.
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4. Preparing for the New Chapter Charter Process Some forming chapters spend up to a year holding meetings and collecting membership applications before applying to the AFP Board of Directors for full chapter status. Other forming chapters--especially those that are spin-offs of larger chapters—may be able to apply after only a few months' time. When promoting local educational programs or events, be sure to state that you are the “Forming XYZ Chapter of AFP” until you have been officially chartered by the AFP Board of Directors. The New Chapter Application Checklist provided in this material (appendix A) can be a useful guide as you move through the chapter formation process. The following steps to form a chapter may not apply to every organizational situation, but the information may be helpful once the first (exploratory) meeting has been held.
1. Schedule a second meeting to promote chapter organization and AFP. All arrangements should be handled by the Organizing Committee. Secure a speaker of interest to provide attendees with an educational program. Use your “forming chapter” membership applications and membership materials (provided at no cost by AFP).
2. Invite all those who attended the exploratory meeting, and encourage them to bring a friend who might also be interested in joining. In addition to introductions, stating the meeting’s purpose (with a recap of the exploratory meeting outcomes) and an educational program, the agenda for this meeting should include having the attendees vote to adopt the standardized AFP chapter bylaws and to elect the slate of officers. (The slate of officers will have been determined by the organizing committee and will be ratified at the first official meeting of the newly chartered chapter.)
3. Adopt the set of standardized AFP Chapter Bylaws to help you to comply with your state/province’s regulations for nonprofit organizations. All chapters are required to adopt the standardized bylaws unless local, state/provincial or federal law shall present an obstacle. In such a case, authorization to change the standardized bylaws must be obtained from international headquarters. The standardized bylaws are provided in this material (appendix C).
4. Elect a slate of officers according to the provisions of the chapter bylaws and complete the Chapter Leadership Form provided in this material (appendix D).
5. The elected slate of officers will continue the process by: having the President sign the Warranty Statement and Conformance to Bylaws also included in this guidebook (appendices E and F, respectively); and
6. By developing and approving a budget for the new chapter for its first year, and
7. By developing a program schedule for the first year.
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8. Gather your members’ applications:
a. Collect completed membership applications with payments. Submit all the
applications and payments together to AFP International Headquarters with all the additional charter application documents.
b. Collect letters from all those who are currently AFP members who wish to
transfer into the new chapter and submit them with the applications for new members. All members will be transferred into your chapter as soon as it is chartered by the AFP Board of Directors.
c. All members wishing to appear as charter members must be in the
“Professional” category of membership.
9. As soon as 15 Professional-category paid members have completed their membership applications or membership transfers, submit the application to AFP International Headquarters along with all of the additional requested materials outlined in appendix A.
10. U.S. Chapters Only - Prepare a letter to be submitted to the AFP Board of
Directors requesting that your chapter be included on AFP’s Group Exemption and granted 501 (c)(3) status. A sample letter is included in this material (appendix G).
What Happens Next
1. The Charter Application will be presented for a vote of approval at the next meeting of the Membership Services Division of the AFP Board of Directors and then submitted to the AFP Board. The AFP Board of Directors meets three times a year (Spring, Summer, and Fall).
2. After the chapter has been approved for charter by the AFP Board of Directors, a letter announcing the news will be sent to the chapter, along with instructions on how to obtain additional membership applications and free membership marketing materials from AFP’s on-demand printing site and other next steps.
3. Once your chapter has been approved you will need to incorporate and execute
the Chapter Affiliation Agreement. Sample Articles of Incorporation (for both U.S. and Canadian chapters) are included in this material (appendix H). Your Chapter Affiliation Agreement will be sent to you in the follow up packet.
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5. Preparing for the First Year Establishing Chapter Leadership
1. Schedule a meeting with the chapter members; in addition to whatever programming you want to provide, have the members vote to ratify the slate of officers and chapter bylaws that were voted on at the organizing meeting of the forming chapter.
2. Using the chapter bylaws for guidance, determine who will serve on the Chapter
Board of Directors if additional directors are needed for the first year. The Board should meet every month, before or after the regular chapter meetings, and conduct the business of the chapter. (Meeting every month is best practice for the first year; chapter meetings may be held at lunch, early morning or late afternoon, whatever best meets the needs of members.) Following each Board meeting, the president should make a report to the membership during the "business" portion of the next chapter meeting.
3. Establish chapter committees (e.g., membership, professional education, diversity, public affairs) and elect/appoint chairs for each committee.
4. Include expenses for the Chapter President and/or President-Elect to attend the
Chapter Presidents’ Council Meetings and the Leadership Academy in your proposed chapter budget.
5. Plan to send a representative to the Chapter Board Workshop held following the AFP International Conference or to the Leadership Academy. We strongly urge Presidents-Elect to attend a workshop prior to assuming the office of president.
6. Your AFP Chapter Services Director will schedule a time to meet with your board. This meeting should occur in the first three months and will cover important information for your chapter moving forward. The Chapter Services Director can also call in to your board meetings or arrange additional conference calls to assist the board.
Financial Information
1. Apply to the IRS for an Employer Identification Number (EIN). You will need this number in order to establish checking and savings accounts in the name of the chapter. Get signature cards signed by three officers, with two signatures required for every transaction. A copy of IRS Form SS-4 will be sent to you after the chapter has been granted a charter. NOTE: Prior to receiving a charter, forming chapters should assign an individual to manage the small amount of chapter revenue and report frequently to the forming committee.
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2. Consider applying to AFP International Headquarters for a two-year, interest free loan of up to $500.00 to help with initial expenses. (See 6. Start-up Fund).
Setting your Meeting and Program Schedule
1. The charter application includes a tentative program calendar for the first year. Use this to build a balanced program of speakers for ongoing education at your planned meeting times and locations. The board will have a member serving as the Education Chair. Encourage 3 or 4 additional members to help plan and promote these regular chapter meetings. Use AFP’s Chapter Management Resource Guide (online) for program planning and execution resources.
2. Use a brief questionnaire to survey your members on their interests in chapter programming or ask them to provide suggestions after each chapter meeting. It is also recommended that you occasionally survey members to gauge their satisfaction level with the current facilities or to see if they would prefer that the location be rotated to different areas in order to best accommodate all members at some point, even if they are spread across a large geographic location.
3. Seek out foundation executives, corporate leaders, corporate contribution officers, and development directors from larger institutions as luncheon program speakers. Encourage members to bring guests to chapter programs and luncheon meetings.
4. Before each chapter meeting, allow a half-hour fellowship period for people to get acquainted. Always use name tags. We recommend that chapter members be identified in some manner on their badges, or by using ribbons attached to badges to distinguish them from non-member guests. Also, your chapter may wish to identify new members in a similar manner to ensure the member is properly welcomed at the event.
5. You may want to use the same meeting place so that members are accustomed
to and comfortable with the location. Criteria for selection of a permanent site include:
• accessibility • reasonable food cost • quality of food service • availability of adequate meeting space • ability to meet technology needs • convenient and cost-free parking
Getting the Word Out
1. Appoint a member or committee to write and edit an e- newsletter or prepare an e-blast every month, with announcements of upcoming meetings and information on job opportunities.
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2. At the outset, the most important chapter committee will be the Membership Committee which is responsible for maintaining a current membership list (using AFP online report resources), recruiting new members and welcoming the current members. Chapters must maintain a minimum of fifteen (15) Professional category members at all times in order to retain their charter.
6. Start-up Fund By a vote of the AFP Board of Directors, a revolving fund was set up in the annual budget to provide financial assistance to new chapters. Loans of up to $500.00 are available on an interest free basis from AFP International Headquarters, in a chapter’s first year. Repayment is due within two years. To apply for a loan, the president of a new chapter must make a request in writing to the president at AFP International Headquarters. The letter should include the following information:
1. amount of desired loan (up to $500.00), and
2. re-payment schedule desired (e.g., half repayment at the end of each year, or repayment in full at the end of two years)
AFP International Headquarters will process the loan and a check in the name of the chapter and send it to the person making the application.
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Appendices
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A: New AFP Chapter Application Checklist The AFP Board of Directors meets three times a year, at which time new chapters are chartered into the Association. For consideration, all materials on this checklist must be in the AFP International Headquarters office at least 30 (thirty) days prior to a Board Meeting. If you have any questions, please call the Chapter Services Department at AFP International Headquarters, (800)666-3863.
Chapter Name: _______________________________________
Chapter Dues: _______________________________________
Areas/communities served by chapter: _______________________________________
_______________________________________
_______________________________________
Organizer: _______________________________________
Address: _______________________________________
_______________________________________
Phone: _______________________________________
The following materials should be sent to IHQ as part of your petition:
_____ Sponsorship Letter Sponsoring chapter: __________________________ Date: ______________________________________
_____ Bylaws (to be ratified by the membership at the first “official meeting” of the chapter)
_____ Completed Chapter Leadership Form (election to be ratified by the
membership at the first “official meeting” of the chapter) _____ 15 Paid Professional Category Member Signed Applications and Payments
NOTE: AFP members who wish to transfer to your forming chapter and appear on your charter application must address a letter to AFP International Headquarters indicating the chapter to which they currently belong and requesting transfer to the new chapter. In order to appear on your charter application, transferring members must name the new chapter as their “primary” chapter (they may retain secondary membership in their current chapter). All transfer letters must be included with the charter application, along with the applications and payments of new members.
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_____ Program Calendar for the First Year _____ Warranty Statement _____ Conformance to Bylaws _____ Budget Approved by the Forming Committee Date: _______________________________ Location: ____________________________ _____ Request for 501 (c)(3) status on AFP’s Group Exemption – U.S. Chapters
only (attach signed original)
IMPORTANT NOTE: 501(c)(3) status exempts your chapter from FEDERAL INCOME TAX ONLY. Some states require a separate application for exemption from state income and/or franchise taxes. AFP Chapter Services will advise if this will be required.
Exemption from state sales tax, if offered to 501(c)(3)s in your state, always requires a separate application process.
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B: Sample Chapter Sponsorship Letter Chapter President of Sponsoring Chapter Address City, State, Zip Date Chapter President of Organizing Chapter Address City, State, Zip Dear Chapter President: On behalf of the Board of Directors, I am pleased to inform you that {NAME OF SPONSORING CHAPTER} has approved the sponsorship of the new {NAME OF SPONSORED CHAPTER}. As your sponsor, we are happy to provide guidance and any information you may require to start up and operate the new chapter. We also look forward to working together with the {NAME OF SPONSORED CHAPTER} whenever possible to enhance the fundraising profession and philanthropy. The Board of Directors has approved making a gift to the {NAME OF SPONSORED CHAPTER} subject to the final outcome of our National Philanthropy Day Awards Luncheon. We also wish to review your inaugural chapter budget prior to deciding upon the amount of the gift. I anticipate this decision can be made at our{DATE OF NEXT CHAPTER BOARD MEETING}. Congratulations to you and all of your colleagues associated with the {NAME OF SPONSORED CHAPTER!} We wish you all the best in this exciting new opportunity. Sincerely, {NAME OF CHAPTER PRESIDENT} {NAME OF SPONSORING CHAPTER}
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C. Standardized Chapter Bylaws: United States and Canada
STANDARD BYLAWS FOR CHAPTERS OF THE ASSOCIATION OF FUNDRAISING PROFESSIONALS
Adopted by the membership (date)
ARTICLE I – INTRODUCTION Name and Status. The name of this corporation is the AFP Chapter (“Chapter”), which is incorporated as a nonprofit corporation under the laws of the State of _________ and which is a chapter and affiliate of the Association of Fundraising Professionals (“AFP” or the “Association”). The Board of Directors of AFP has granted a charter to the Chapter, which agrees to conduct its affairs and programs in compliance with the strategic plans, policies, procedures, Articles of Incorporation and Bylaws of the Association and which has entered into a separate Chapter Affiliation Agreement with the Association to further set forth the terms of affiliation.
ARTICLE II -‐ NONPROFIT PURPOSES Section 1. General Purposes. The Chapter is organized and shall be operated exclusively for one or more of the purposes as specified in section 501(c)(3) of the Internal Revenue Code. Section 2. Specific Objectives and Purposes. The specific objectives and purposes of the Chapter shall be to promote the common professional interests of AFP members as stated in the Bylaws of the Association, and to further the purposes of the Chapter through nonprofit activities including, but not limited to, education, training, meetings, workshops, publications and other relevant activities.
ARTICLE III -‐ CODE OF ETHICS The Chapter shall be responsible for educating the membership and the public regarding the AFP Code of Ethical Principles and Standards (“Code”). The Chapter shall not conduct investigations or consider allegations of violations of the Code made against members, nor shall it suggest, issue, or render advisory opinions on matters related to the Code, but shall refer such matters to the AFP Ethics Committee. The Chapter shall function in accordance with the Association's statement of the "Role of Chapters in the AFP Ethics Process" and in accordance with the AFP statement of Procedures Relating to Enforcement of the Code.
ARTICLE IV -‐ MEMBERSHIP Section 1. Membership. All members of the Chapter must be members of the Association in compliance with the policies, procedures, and Bylaws of the Association. Section 2. Categories. Membership categories for the Chapter shall be consistent with the AFP categories of membership as determined by the Association Board of Directors, which shall adopt policies and procedures setting voting privileges; eligibility for membership in each category; application and acceptance procedures; payment schedules; procedures for notifying delinquent members; establishing the date after which members will be dropped from membership for nonpayment; policies regarding transferability and reinstatement of membership; and, required national dues and fees for each membership category.
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Section 3. Voting. A member is eligible to vote if (s)he meets the criteria for voting membership in the Association and the Chapter. Each such member present at a membership meeting of the Chapter shall be entitled to one vote. If applicable state law permits, members may also vote electronically in accordance with such law. Section 4. Dues. Members shall pay annual dues to the Association as determined from time to time by the Association Board of Directors and annual dues to the Chapter as determined from time to time by the Chapter Board of Directors.
ARTICLE V -‐ MEETINGS OF CHAPTER MEMBERSHIP Section 1. Regular Meetings. Regular meetings of the Chapter members shall be held at least quarterly on such dates and at such times and places as the Chapter Board of Directors shall determine. The Chapter shall hold an annual meeting, which may be one of the regular meetings, for the purposes of electing directors and officers, receiving financial statements, receiving reports of officers and committees, and such other business as shall be determined by the Chapter Board of Directors. Written notice of regular and annual meetings shall be given to the members at least fifteen (15) days prior to the meeting. Section 2. Special Meetings. Special meetings of members may be called by the Chapter Board of Directors, or by petition delivered to the Secretary of 25% of the Chapter membership eligible to vote. Written notice of special meetings shall be given to members at least thirty (30) days prior to the meeting and shall state the purpose(s) of the meeting; no business other than that stated in the notice shall be considered at the meeting. Section 3. Quorum. At least ten (10) percent OR at least fifty (50) of the members of the Chapter who are eligible to vote shall constitute a quorum, unless a higher number is required by applicable law.
ARTICLE VI -‐ CHAPTER BOARD OF DIRECTORS Section 1. Composition. The Chapter Board of Directors shall consist of not less than five (5) or more than thirty-‐five (35) individuals (including the officers) who shall be elected by the members of the Chapter eligible to vote. All directors shall be members in good standing of the Association and the Chapter and shall maintain such membership at all times during their terms in office. Directors shall serve without compensation Section 2. General Authority. The Board of Directors of the Chapter shall govern, manage, supervise, and control the business, property and affairs of the Chapter consistent with the strategic plan, policies and procedures, Articles of Incorporation and Bylaws of the chapter and the Association. No action taken by the Chapter Board of Directors shall conflict with action taken by the Association's Board of Directors. Section 3. Chapter Board of Director Meetings. The Chapter Board of Directors shall meet at least once a year in person on such dates and at such times and places as the Chapter Board of Directors shall determine. Additional meetings of the Board may be held as determined and scheduled by the Chapter Board of Directors. Written notice of meetings of the Board shall be given to Directors at least ten (10) days prior to the meeting. Directors may participate and vote in Board meetings held by telephone conference call, unless otherwise provided by applicable law.
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Section 4. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Chapter Board. Section 5. Term of Office. Directors shall serve one year terms. No director may serve more than eight years consecutively on the chapter board unless also serving as president, president-‐elect or immediate past president. A one-‐year break in service is required otherwise. Section 6. Manner of Election of Directors. The Committee on Directorship shall present a slate of director nominees to all Chapter members at least fifteen (15) days prior to the annual meeting in accordance with policies and procedures adopted by the Chapter Board of Directors. The directors shall be elected at an annual meeting of the membership. Section 7. Resignation and Removal. A director may resign at any time by giving written, including electronic mail, notice to the president or secretary. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any director may be removed by a majority vote at any regular or special meeting of the board, at which a quorum is present, for any reason. Section 8. Vacancies. In case of resignation of a director or vacancy in a director position, the Board of Directors shall fill such vacancy for the unexpired term of such director. Any director filling an unexpired term will be eligible to serve one additional one year term, except as otherwise provided in Article VII, Section 5.
ARTICLE VII -‐ CHAPTER OFFICERS Section 1. Officers. The officers of the Chapter shall be a President, President-‐elect, Immediate Past President, Vice Presidents (as determined by the chapter board as necessary or advisable), a Secretary, and a Treasurer. All officers must be members of the Chapter Board of Directors and shall serve without compensation. The officers shall perform the duties prescribed by these Bylaws. The offices of Secretary and Treasurer may be held by the same individual.
Section 2. Manner of Election of Officers. The Committee on Directorship shall present a slate of officer nominees to all Chapter members at least fifteen (15) days prior to the annual meeting in accordance with policies and procedures adopted by the Chapter Board of Directors. The officers shall be elected at an annual meeting of the membership, and shall serve one year terms, with a maximum of two terms in each office, but may qualify for two additional one year terms after a minimum one year break in service, for a total lifetime service of four years in each office. Section 3. Resignations and Removal. An officer may resign at any time by serving written notice to the President or Chapter Board of Directors. Such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt by the President or the Chapter Board of Directors. Any elected officer may be removed, for any reason, at any time by a majority vote of the members of the board then in office. Removal may occur at any regular or special meeting of the board. Section 4. Vacancies. In case of resignation of an officer or vacancy in an officer position, the Board of Directors shall fill such vacancy for the unexpired term of such officer in accordance with policies and
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procedures adopted by the Chapter Board. If the office of President becomes vacant, the President-‐elect shall become President for the unexpired term and shall, if acceptable to the individual, continue to serve as President for a full term beginning at the end of the unexpired term. Section 5. President . The President of the Chapter shall perform the duties commonly incident to the office of the president including, but not limited to, chairing meetings of the Board and membership of the Chapter. Section 6. President-‐elect. The President-‐elect shall perform the duties of the President during the absence or disability of the President and such other duties as the President and the Chapter Board of Directors may designate. Section 7. Vice President(s). A Vice President shall perform such duties as the President and the Chapter Board of Directors may designate. Section 8. Treasurer. The Treasurer of the Chapter shall perform the duties commonly incident to the office of the treasurer and such other duties as the President or Chapter Board of Directors may designate. The Treasurer shall be responsible for all records and filings related to the finances of the Chapter. Section 9. Secretary. The Secretary of the Chapter shall perform the duties commonly incident to the office of secretary and such other duties as the President and Chapter Board of Directors may designate The Secretary shall keep a book of minutes of all regular meetings of the Board and, if directed by the Board, meetings of committees and of members and shall assure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
ARTICLE VIII -‐ COMMITTEES
Section 1. Standing Committees. The Chapter shall have the following Standing Committees and the Chapter Board of Directors may establish and appoint other committees in accordance with policies and procedures adopted by the Board.
A. Executive Committee. The Chapter Executive Committee shall be composed of the officers. The Chapter Executive Committee shall have the powers of the Board necessary to conduct the business of the Chapter between meetings of the Chapter Board of Directors, but may not fill vacancies in Directors, adopt, amend or repeal bylaws, or set membership fees. The Chapter Executive Committee shall convene upon the call of the President. A majority of the Executive Committee shall constitute a quorum.
B. Committee on Directorship. The Committee on Directorship shall consist of at least three members, including the Immediate Past President, who shall serve as Chair of the Committee.
ARTICLE IX -‐ PARLIAMENTARY PROCEDURE
The rules contained in the current edition of Robert's Rules of Order shall govern the Chapter in all cases to which they are applicable and in which they are not inconsistent with the law, these Bylaws, or the policies, procedures, or Bylaws of the Association.
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ARTICLE X -‐ NO PRIVATE BENEFIT Section 1. Limitations. The Chapter shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of the net earnings, gains or assets of the Chapter shall inure to the benefit of, or be distributable to, its directors, officers, other private individuals, or organizations organized and operating for profit, except that the Chapter is authorized and empowered to pay reasonable fees for products and services consistent with the limitations set forth in policies, procedures, or the Bylaws of the Chapter. Section 2. Dissolution. Upon dissolution or final liquidation of the Chapter, any remaining assets of the Chapter shall, after payment or the making of provision for payment of all the lawful debts and liabilities of the Chapter, be distributed to the AFP Foundation for Philanthropy.
ARTICLE XI -‐ AMENDMENT OF BYLAWS These Bylaws may be amended at any membership meeting of the Chapter by a two-‐thirds vote of the eligible members casting votes provided a quorum exists and, provided that the amendment has been submitted in writing to the Association not less than sixty (60) days and to the membership not less than thirty (30) days prior to the meeting at which the amendments will be considered by the membership.
ARTICLE XII -‐ FISCAL YEAR
The fiscal year of the Chapter shall be the calendar year, or as otherwise determined by the Association Board of Directors.
ARTICLE XIII -‐ INDEMNIFICATION Section 1. Indemnification by Corporation of Directors and Officers. The directors, officers, committee members, employees, and other volunteers of the Chapter shall be indemnified by the Chapter to the fullest extent permissible under the laws of this state. Section 2. Insurance for Corporate Agents. The Chapter Board of Directors shall, in a current and timely manner, fulfill the requirements set forth by the Association’s Directors and Officers Liability Insurance program.
STANDARD BYLAWS FOR CANADIAN CHAPTERS OF
THE ASSOCIATION OF FUNDRAISING PROFESSIONALS Adopted by the membership (date)
ARTICLE I – INTRODUCTION
Name and Status. The name of this corporation is the AFP Chapter (“Chapter”), which is incorporated as a nonprofit corporation under the laws of the Province of _________ and which is a chapter and affiliate of the Association of Fundraising Professionals (“AFP” or the “Association”). The Board of Directors of AFP has granted a charter to the Chapter, which agrees to conduct its affairs and programs in compliance with the strategic plans, policies, procedures, Articles of Incorporation and
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Bylaws of the Association and which has entered into a separate Chapter Affiliation Agreement with the Association to further set forth the terms of affiliation.
ARTICLE II -‐ NONPROFIT PURPOSES Section 1. General Purposes. The Chapter is organized and shall be operated exclusively for one or more nonprofit purposes as specified under the applicable federal or provincial laws of Canada. Section 2. Specific Objectives and Purposes. The specific objectives and purposes of the Chapter shall be to promote the common professional interests of AFP members as stated in the Bylaws of the Association, and to further the purposes of the Chapter through nonprofit activities including, but not limited to, education, training, meetings, workshops, publications and other relevant activities.
ARTICLE III -‐ CODE OF ETHICS The Chapter shall be responsible for educating the membership and the public regarding the AFP Code of Ethical Principles and Standards (“Code”). The Chapter shall not conduct investigations or consider allegations of violations of the Code made against members, nor shall it suggest, issue, or render advisory opinions on matters related to the Code, but shall refer such matters to the AFP Ethics Committee. The Chapter shall function in accordance with the Association's statement of the "Role of Chapters in the AFP Ethics Process" and in accordance with the AFP statement of Procedures Relating to Enforcement of the Code.
ARTICLE IV -‐ MEMBERSHIP Section 1. Membership. All members of the Chapter must be members of the Association in compliance with the policies, procedures, and Bylaws of the Association. Section 2. Categories. Membership categories for the Chapter shall be consistent with the AFP categories of membership as determined by the Association Board of Directors, which shall adopt policies and procedures setting voting privileges; eligibility for membership in each category; application and acceptance procedures; payment schedules; procedures for notifying delinquent members; establishing the date after which members will be dropped from membership for nonpayment; policies regarding transferability and reinstatement of membership; and, required national dues and fees for each membership category. Section 3. Voting. A member is eligible to vote if (s)he meets the criteria for voting membership in the Association and the Chapter. Each such member present at a membership meeting of the Chapter shall be entitled to one vote. If applicable provincial law permits, members may also vote electronically in accordance with such law. Section 4. Dues. Members shall pay annual dues to the Association as determined from time to time by the Association Board of Directors and annual dues to the Chapter as determined from time to time by the Chapter Board of Directors.
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ARTICLE V -‐ MEETINGS OF CHAPTER MEMBERSHIP Section 1. Regular Meetings. Regular meetings of the Chapter members shall be held at least quarterly on such dates and at such times and places as the Chapter Board of Directors shall determine. The Chapter shall hold an annual meeting, which may be one of the regular meetings, for the purposes of electing directors and officers, receiving financial statements, receiving reports of officers and committees, appointing the auditor and such other business as shall be determined by the Chapter Board of Directors. Written notice of regular and annual meetings shall be given to the members at least twenty-‐one (21) days prior and not more than fifty (50) days prior to the meeting. Section 2. Special Meetings. Special meetings of members may be called by the Chapter Board of Directors, or by petition delivered to the Secretary carrying not less than five percent (5%) of the Chapter membership eligible to vote. Written notice of special meetings shall be given to members at least thirty (30) days prior to the meeting and shall state the purpose(s) of the meeting; no business other than that stated in the notice shall be considered at the meeting. Section 3. Quorum. At least ten (10) percent OR at least fifty (50) of the members of the Chapter who are eligible to vote shall constitute a quorum, unless a higher number is required by applicable law.
ARTICLE VI -‐ CHAPTER BOARD OF DIRECTORS Section 1. Composition. The Chapter Board of Directors shall consist of not less than five (5) or more than thirty-‐five (35) individuals (including the officers) who shall be elected by the members of the Chapter eligible to vote. All directors shall be members in good standing of the Association and the Chapter and shall maintain such membership at all times during their terms in office. Directors shall serve without compensation Section 2. General Authority. The Board of Directors of the Chapter shall govern, manage, supervise, and control the business, property and affairs of the Chapter consistent with the strategic plan, policies and procedures, Articles of Incorporation and Bylaws of the chapter and the Association. No action taken by the Chapter Board of Directors shall conflict with action taken by the Association's Board of Directors. Section 3. Chapter Board of Director Meetings. The Chapter Board of Directors shall meet at least once a year in person on such dates and at such times and places as the Chapter Board of Directors shall determine. Additional meetings of the Board may be held as determined and scheduled by the Chapter Board of Directors. Written notice of meetings of the Board shall be given to Directors at least ten (10) days prior to the meeting. Directors may participate and vote in Board meetings held by telephone conference call, unless otherwise provided by applicable law. Section 4. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Chapter Board. Section 5. Term of Office. Directors shall serve one year terms, No director may serve more than eight years consecutively on the chapter board unless also serving as president, president-‐elect or immediate past president. A one-‐year break in service is required otherwise.
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Section 6. Manner of Election of Directors. The Committee on Directorship shall present a slate of director nominees to all Chapter members at least fifteen (15) days prior to the annual meeting in accordance with policies and procedures adopted by the Chapter Board of Directors. The directors shall be elected at an annual meeting of the membership. Section 7. Resignation and Removal. A director may resign at any time by giving written, including electronic mail, notice to the president or secretary. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any director may be removed by a majority vote at any regular or special meeting of the board, at which a quorum is present, for any reason. Section 8. Vacancies. In case of resignation of a director or vacancy in a director position, the Board of Directors shall fill such vacancy for the unexpired term of such director. Any director filling an unexpired term will be eligible to serve one additional one year term, except as otherwise provided in Article VII, Section 5.
ARTICLE VII -‐ CHAPTER OFFICERS Section 1. Officers. The officers of the Chapter shall be a President, President-‐elect, Immediate Past President, Vice Presidents (as determined by the chapter board as necessary or advisable), a Secretary, and a Treasurer. All officers must be members of the Chapter Board of Directors and shall serve without compensation. The officers shall perform the duties prescribed by these Bylaws. The offices of Secretary and Treasurer may be held by the same individual.
Section 2. Manner of Election of Officers. The Committee on Directorship shall present a slate of officer nominees to all Chapter members at least fifteen (15) days prior to the annual meeting in accordance with policies and procedures adopted by the Chapter Board of Directors. The officers shall be elected at an annual meeting of the membership, and shall serve one year terms, with a maximum of two terms in each office, but may qualify for two additional one year terms after a minimum one year break in service, for a total lifetime service of four years in each office. Section 3. Resignations and Removal. An officer may resign at any time by serving written notice to the President or Chapter Board of Directors. Such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt by the President or the Chapter Board of Directors. Any elected officer may be removed, for any reason, at any time by a majority vote of the members of the board then in office. Removal may occur at any regular or special meeting of the board. Section 4. Vacancies. In case of resignation of an officer or vacancy in an officer position, the Board of Directors shall fill such vacancy for the unexpired term of such officer in accordance with policies and procedures adopted by the Chapter Board. If the office of President becomes vacant, the President-‐elect shall become President for the unexpired term and shall, if acceptable to the individual, continue to serve as President for a full term beginning at the end of the unexpired term. Section 5. President . The President of the Chapter shall perform the duties commonly incident to the office of the president including, but not limited to, chairing meetings of the Board and membership of the Chapter.
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Section 6. President-‐elect. The President-‐elect shall perform the duties of the President during the absence or disability of the President and such other duties as the President and the Chapter Board of Directors may designate. Section 7. Vice President(s). A Vice President shall perform such duties as the President and the Chapter Board of Directors may designate. Section 8. Treasurer. The Treasurer of the Chapter shall perform the duties commonly incident to the office of the treasurer and such other duties as the President or Chapter Board of Directors may designate. The Treasurer shall be responsible for all records and filings related to the finances of the Chapter. Section 9. Secretary. The Secretary of the Chapter shall perform the duties commonly incident to the office of secretary and such other duties as the President and Chapter Board of Directors may designate The Secretary shall keep a book of minutes of all regular meetings of the Board and, if directed by the Board, meetings of committees and of members and shall assure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
ARTICLE VIII -‐ COMMITTEES
Section 1. Standing Committees. The Chapter shall have the following Standing Committees and the Chapter Board of Directors may establish and appoint other committees in accordance with policies and procedures adopted by the Board.
(A) Executive Committee. The Chapter Executive Committee shall be composed of the officers. The Chapter Executive Committee shall have the powers of the Board necessary to conduct the business of the Chapter between meetings of the Chapter Board of Directors, but may not fill vacancies in Directors, appoint the auditor, approve any financial statements, adopt, amend or repeal by-‐laws, or set membership fees. The Chapter Executive Committee shall convene upon the call of the President. A majority of the Executive Committee shall constitute a quorum.
(B) Committee on Directorship. The Committee on Directorship shall consist of at least three
members, including the Immediate Past President, who shall serve as Chair of the Committee.
ARTICLE IX -‐ PARLIAMENTARY PROCEDURE The rules contained in the current edition of Robert's Rules of Order shall govern the Chapter in all cases to which they are applicable and in which they are not inconsistent with the law, these Bylaws, or the policies, procedures, or Bylaws of the Association.
ARTICLE X -‐ NO PRIVATE BENEFIT Section 1. Limitations. The Chapter shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of the net earnings, gains or assets of the Chapter shall inure to
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the benefit of, or be distributable to, its directors, officers, other private individuals, or organizations organized and operating for profit, except that the Chapter is authorized and empowered to pay reasonable fees for products and services consistent with the limitations set forth in policies, procedures, or the Bylaws of the Chapter. Section 2. Dissolution. Upon dissolution or final liquidation of the Chapter, any remaining assets of the Chapter shall, after payment or the making of provision for payment of all the lawful debts and liabilities of the Chapter, be distributed to the AFP Foundation for Philanthropy -‐ Canada.
ARTICLE XI -‐ AMENDMENT OF BYLAWS These Bylaws may be amended at any membership meeting of the Chapter by a two-‐thirds vote of the eligible members casting votes provided a quorum exists and, provided that the amendment has been submitted in writing to the Association not less than sixty (60) days and to the membership not less than thirty (30) days and no more than 50 days prior to the meeting at which the amendments will be considered by the membership.
ARTICLE XII -‐ FISCAL YEAR
The fiscal year of the Chapter shall be the calendar year, or as otherwise determined by the Association Board of Directors.
ARTICLE XIII -‐ INDEMNIFICATION Section 1. Indemnification by Corporation of Directors and Officers. The directors, officers, committee members, employees, and other volunteers of the Chapter shall be indemnified by the Chapter to the fullest extent permissible under the laws of the Province. Section 2. Insurance for Corporate Agents. The Chapter Board of Directors shall, in a current and timely manner, fulfill the requirements set forth by the Association’s Directors and Officers Liability Insurance program.
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D: AFP Chapter Leadership Form
Please notify AFP International Headquarters immediately if any chapter leadership information changes during the year so that we may continue service to the chapter and communication with chapter leaders without interruption. Changes can be emailed to [email protected].
________________________________________________________________ Chapter Name _________________________________________________________________ Dates of Chapter Meeting (i.e. First Tuesday of the month) __________________________________________________________________ Paid Chapter Administrator (please note: Paid Administrators receive administrative access to AFP materials and website, but does not receive a complimentary AFP membership.) Officers (please use full name of officer; no nicknames; all officers must be current members of AFP) __________________________________________________________________ President __________________________________________________________________ President-Elect __________________________________________________________________
Immediate Past President __________________________________________________________________
__________________________________________________________________
Vice-President(s) __________________________________________________________________ Secretary __________________________________________________________________ Treasurer
Chapter Membership Contact
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Individual’s name will appear on chapter’s membership application and on the chapter’s page on the AFP website. His/her name, phone number & email address will be given out for general membership inquiries regarding the chapter.
______________________________________________________________ Name Position
Reimbursement Check Recipient Individual to receive all reimbursement checks/direct deposit notices and invoices
______________________________________________________________ Name Position
Other Chapter Leadership Mailings In order to ensure complete service to chapters, please fill in all of the following with the appropriate chapter leaders; otherwise, the President will receive all the mailings so that someone in the chapter is receiving the information. ________________________________________________________________ Membership V.P. or Chair (responsible for overall membership program planning, including recruiting, retention, data) ________________________________________________________________ Education//Programs V.P. or Chair (responsible for overall educational programming) ________________________________________________________________ Certification Chair ________________________________________________________________ Foundation/Every Member Campaign Chair (overall chapter liaison to the AFP Foundation for Philanthropy – if these are two different individuals please list the FDC here and EMC under Other)
________________________________________________________________ Chamberlain Scholarship Chair ________________________________________________________________ Government Relations V.P. or Chair ________________________________________________________________
Diversity Chair ________________________________________________________________
Communications/Public Affairs V.P. or Chair (responsible for overall communications and public affairs/external relations program – if these are two different individuals, please list the Communications Chair here and Public Affairs under Other)
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________________________________________________________________ Awards Chair
________________________________________________________________ Ethics Education Chair ________________________________________________________________ Newsletter Editor ________________________________________________________________ Webmaster (If Webmaster is not an AFP member, please list the name under Other) ________________________________________________________________ National Philanthropy Day® Chair ________________________________________________________________ Mentoring Chair ________________________________________________________________ Youth in Philanthropy Chair ________________________________________________________________ Chapter Conference Chair (Logistics for chapter conferences…other than educational programming) Other Committee Chairs: ________________________________________________________________ Committee Chair ________________________________________________________________ Committee Chair ________________________________________________________________ Committee Chair
Please return to:
AFP Chapter Services Department 4300 Wilson Blvd., Suite 300, Arlington, VA 22203-4168
or email to: [email protected]
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E: Warranty Statement ALL chapters must provide a warranty letter for the insurance company. This is a
statement, signed by the Incoming Chapter President, which certifies that the chapter is not aware of any existing or potential situations that may give rise to a claim under the proposed coverage (electronic signatures acceptable).
If you are aware of any known or potential claims situation, please notify Andrew
Watt, FInstF, AFP President and CEO immediately. NOTE: This warranty statement is required from every chapter on an annual basis and
is a legal document.
If you have chapter letterhead, please print this statement on the chapter letterhead. Otherwise use a plain white piece of paper.
DATE Director, Chapter Administration Association of Fundraising Professionals 4300 Wilson Blvd., Suite 300 Arlington, VA 22203-4168
On behalf of the Organization, I am not aware of any fact, circumstance or situation
involving our Organization, its affiliates or its subsidiaries or the Directors/Trustees, Officers, Employees, Volunteers or Committee members of our Organization that may result in a future claim which would fall within the scope of the proposed insurance.
Signed: _______________________________________ (2014 President) Date: ______________________________________________ Name of Chapter: _____________________________________
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F: Conformance to Bylaws All chapters must abide by AFP’s bylaws. Although each chapter has its own set of standardized governing bylaws, there are certain stipulations in AFP’s bylaws to which all AFP chapters must conform. These include the categories of association with AFP which establish the parameters for individual relationships with AFP at both the association and local level. Individuals must be members of AFP in order to belong to a chapter. Below are the current approved categories: Categories of Association with the Association of Fundraising Professionals: 1. Professional Member: Open to persons who have had at least one (1) year of experience at the time of application as fundraising professionals, are self-employed or associated with an organization, institution or firm and are compensated for his/her services. Professional members hold some degree of responsibility directly for fundraising; subscribe to the AFP Code of Ethical Principles and Standards (“Code”) and its bylaws; promote the Donor Bill of Rights and, are employed or have been employed by an institution or organization that provides benefits to society. Dues: $250.00 + chapter dues 2. Retired Member. Retired membership is open to persons who no longer practice as paid professionals in the field but have been active members for the immediate past five (5) consecutive years, and who subscribe to the AFP Code of Ethical Principles and Standards and promote the Donor Bill of Rights. Dues: $75.00 + chapter dues 3. Young Professional Member. Open to persons age 30 and younger. All must subscribe to the AFP Code of Ethical Principles and Standards and its bylaws and promote the Donor Bill of Rights. Membership in this category is limited to a two-year duration. Dues: $75.00 (includes $25 in chapter dues) 4. Associate. May be extended to persons who are engaged in fields related to fundraising, volunteers, or those who have mutual interests with fundraising professionals, and who subscribe to the AFP Code of Ethical Principles and Standards and its bylaws; and promote the Donor Bill of Rights. Dues: $220.00 + chapter dues 5. Collegiate: Open to students in a two- or four-year full time degree-granting, certificate, or diploma program at an accredited college or university, or those who serve as a faculty advisor for a collegiate chapter of AFP. All must subscribe to the AFP Code of Ethical Principles and Standards and its bylaws and promote the Donor Bill of Rights. Membership in this category is limited to those students affiliated with a Collegiate Chapter of AFP. If interested in membership in this category, please see separate membership application. Dues: $35.00 + collegiate chapter dues 6. Business: Two options of business membership for for-profit companies that work with the fundraising profession. The first level, Executive Circle, allows the corporation to designate 2 employees to receive Associate Member benefits that would be the members of the organization. The second level, Endorsers allows the corporation to
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designate 1 employee to receive Associate Member benefits that would be the members of the organization. These members, as well as the business, must subscribe to the AFP Code of Ethical Principles and Standards and promote the Donor Bill of Rights to donors. If interested in membership in this category, please see separate membership application. Dues: $5,000 for the Executive Circle and $1,500 for the Endorsers. 7. Small Nonprofit Organizational Membership: Available to any individually incorporated organization (or otherwise organized as a separate entity within the laws of your country) with a budget less than $1,000,000 and having fewer than two full-time-equivalent fundraisers. Qualified organizations cannot be affiliated with a larger institution supporting its operations. Dues: $150 (includes $50 chapter dues) 8. Large Organization Membership: Available to organizations interested in eight or more memberships. The Organization must subscribe to the AFP Code of Ethical Principles and Standards to promote the Donor Bill of Rights to all donors. The organization Board of Directors must endorse the use of the AFP Code of Ethical Principles and Standards, and membership is offered to the individually incorporated entity. Dues are tiered according to number of memberships. 9. Global e-membership: Open to persons living and working outside the U.S. and Canada who wish to join in an electronic-only based membership category. All must subscribe to the AFP Code of Ethical Principles and Standards and its bylaws and promote the Donor Bill of Rights. Dues: $50.00 USD + chapter dues.
As Chapter President, I am confirming that the ____________________________ Chapter operates within AFP’s bylaws, (as amended at the July 2013 Board of Directors Meeting) including limiting association of individuals to the above-mentioned approved categories. ______________________________________________________________________Signature (Chapter President - electronic signature acceptable) Date
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U.S. Chapters Only G: Letter for Inclusion in AFP’s Group 501(c)3 Exemption DATE Director, Chapter Administration Association of Fundraising Professionals 4300 Wilson Blvd., Suite 300 Arlington, VA 22203-4168 The Association of Fundraising Professionals (chapter name) Chapter hereby authorizes The Association of Fundraising Professionals to include it as an organization in an application for group exemption from federal income taxation under Internal Revenue Code 501 (a) as an organization described in the Revenue Code, Section 501(c)(3). Sincerely, Association of Fundraising Professional (Chapter name) Chapter BY: __________________________ (Your Name) Chapter President
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H: Sample Articles of Incorporation (for U.S. and Canadian Chapters)
For US Chapters
ARTICLES OF INCORPORATION
OF
THE ASSOCIATION OF FUNDRAISING PROFESSIONALS ________________________________ CHAPTER
(THE AFP ___________________________ CHAPTER)
The undersigned, desiring to form a nonprofit corporation in accordance with the
nonprofit corporation act of the State of __________________, do so hereby certify:
ARTICLE I
The name of the Corporation is The AFP Chapter.
ARTICLE II
The name and address of the Corporation’s registered agent in the State of ______________________________ is:
(The registered agent may be any person, member of AFP or not, who is willing to serve
as the official contact for the Corporation. This is not an officer and carries no liability exposure.)
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ARTICLE III
The corporation is organized and shall be operated exclusively for charitable and educational purposes, specifically the following:
1. To advance the charitable and educational activities of the fundraising
professionals outlined by the Association of Fundraising Professionals and the
Association of Fundraising Professionals Code of Ethical Principles and Standards of
Professional Practice;
2. To maintain a forum for the exchange of opinions and ideas on topics relating to
the profession;
3. To stimulate more effective service to the organizations which members
represent;
4. To help develop and encourage fundraising personnel in the best principles and
techniques of the profession;
5. To educate the public regarding the advantages of retaining qualified staff
personnel for fundraising and development;
6. To promote a high standard of philanthropy and a climate favorable to
philanthropy; and
7. To engage in any lawful activity for which nonprofit corporations may be
incorporated under the nonprofit corporation act of the State of _________________.
Such purpose also includes the making of distributions to organizations that qualify as
exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or
corresponding section of any future federal tax code.
33
ARTICLE IV
The corporation shall be affiliated with the Association of Fundraising
Professionals. Corporation policies shall be in harmony with the policies of AFP.
ARTICLE V
The Corporation has no authority to issue capital stock.
ARTICLE VI
The Corporation shall have members. The members shall be members of the
Association of Fundraising Professionals under membership categories and processes
determined in the Bylaws of AFP.
ARTICLE VII
The affairs of the Corporation shall be governed by the Board of Directors in
accordance with the Bylaws of the Corporation. Unless otherwise provided for in the
Bylaws, the number of directors shall be no less than ( ) and no more than
( ). The qualifications for directors and the manner of their election
shall be as set forth in the Bylaws of the Corporation.
The names and addresses of the initial directors of the Corporation who shall
serve until the first annual meeting and until their successors are elected and qualify are
as follows:
Name Address
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ARTICLE VIII
The name and mailing address of the incorporator of the Corporation is:
The incorporator is over the age of eighteen (18) years.
ARTICLE IX
No part of the net earnings of the Corporation shall inure to the benefit of, or be
distributable to its directors, officers, 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 Article III hereof. No substantial part of the activities of the Corporation shall be
the carrying on of propaganda, or otherwise attempting to influence legislation, and the
Corporation shall not participate in, or intervene in (including the publishing or
distribution of statements) any political campaign on behalf of or in opposition to any
candidate for public office. Notwithstanding any other provision of these articles, the
Corporation shall not carry on any other activities not permitted to be carried on (a) by a
corporation exempt from federal income tax under section 501 (c) (3) of the Internal
Revenue Code, or corresponding section of any future federal tax code, or (b) by a
35
corporation, contributions to which are deductible under section 170 (c) (2) of the
Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE X
Upon the dissolution of the Corporation, assets shall be distributed for one or
more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue
Code, or corresponding section of any future federal tax code, or shall be distributed to
the AFP Foundation for Philanthropy. Any such assets not so disposed of shall be
disposed of by a court of competent jurisdiction for the county in which the principal
office of the Corporation is then located, exclusively for such purposes or to such
organization or organizations, as said court shall determine, which are organized and
operated exclusively for such purposes.
IN WITNESS OF, I have hereunto subscribed my name this day of
, 20 , and acknowledged the same to be my act.
Incorporator
(Incorporators may be individuals, AFP members or not, who process the incorporation,
sign the incorporation papers and are responsible for their filing with the state. They do
not need to be attorneys. The various states may have differing requirements of
incorporators. This is probably spelled out in the state statutes and in the instructions.)
Revised 12/10/01
36
For Canadian Chapters
ARTICLES OF INCORPORATION
OF
THE ASSOCIATION OF FUNDRAISING PROFESSIONALS ________________________________ CHAPTER
(THE AFP ___________________________ CHAPTER)
(Canadian Chapters)
The undersigned, desiring to form a nonprofit corporation in accordance with the
nonprofit corporation act of the Province of __________________, do so hereby certify:
ARTICLE I
The name of the Corporation is The AFP Chapter.
ARTICLE II The name and address of the Corporation’s registered agent in the State of ______________________________ is:
(The registered agent may be any person, member of AFP or not, who is willing to serve as the official contact for the Corporation. This is not an officer and carries no liability exposure.)
37
ARTICLE III
The corporation is organized and shall be operated exclusively for charitable and educational purposes, specifically the following: 1. To advance the charitable and educational activities of the fundraising
professionals outlined by the Association of Fundraising Professionals and the
Association of Fundraising Professionals Code of Ethical Principles and Standards of
Professional Practice;
2. To maintain a forum for the exchange of opinions and ideas on topics
relating to the profession;
3. To stimulate more effective service to the organizations which members
represent;
4. To help develop and encourage fundraising personnel in the best
principles and techniques of the profession;
5. To educate the public regarding the advantages of retaining qualified staff
personnel for fundraising and development;
6. To promote a high standard of philanthropy and a climate favorable to
philanthropy; and
7. To engage in any lawful activity for which nonprofit corporations may be
incorporated under the nonprofit corporation act of the State of _________________.
Such purpose also includes the making of distributions to organizations that qualify as
exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or
corresponding section of any future federal tax code.
38
ARTICLE IV
The corporation shall be affiliated with the Association of Fundraising
Professionals. Corporation policies shall be in harmony with the policies of AFP.
ARTICLE V
The Corporation has no authority to issue capital stock.
ARTICLE VI
The Corporation shall have members. The members shall be members of the
Association of Fundraising Professionals under membership categories and processes
determined in the Bylaws of AFP.
ARTICLE VII
The affairs of the Corporation shall be governed by the Board of Directors in
accordance with the Bylaws of the Corporation. Unless otherwise provided for in the
Bylaws, the number of directors shall be no less than ( ) and no more than
( ). The qualifications for directors and the manner of their election
shall be as set forth in the Bylaws of the Corporation.
The names and addresses of the initial directors of the Corporation who shall
serve until the first annual meeting and until their successors are elected and qualify are
as follows:
Name Address
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ARTICLE VIII
The name and mailing address of the incorporator of the Corporation is:
The incorporator is over the age of eighteen (18) years.
ARTICLE IX
No part of the net earnings of the Corporation shall inure to the benefit of, or be
distributable to its directors, officers, 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 Article III hereof. No substantial part of the activities of the Corporation shall be
the carrying on of propaganda, or otherwise attempting to influence legislation, and the
Corporation shall not participate in, or intervene in (including the publishing or
distribution of statements) any political campaign on behalf of or in opposition to any
candidate for public office. Notwithstanding any other provision of these articles, the
Corporation shall not carry on any other activities not permitted to be carried on by
Federal or Provincial law.
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ARTICLE X
Upon the dissolution of the Corporation, assets shall be distributed to the AFP
Foundation for Philanthropy - Canada. Any such assets not so disposed of shall be
disposed of by a court of competent jurisdiction for the province in which the principal
office of the Corporation is then located, exclusively for such purposes or to such
organization or organizations, as said court shall determine, which are organized and
operated exclusively for such purposes.
IN WITNESS OF, I have hereunto subscribed my name this day of
, 20 , and acknowledged the same to be my act.
Incorporator
(Incorporators may be individuals, AFP members or not, who process the incorporation,
sign the incorporation papers and are responsible for their filing with the province. They
do not need to be attorneys. The various provinces may have differing requirements of
incorporators. This is probably spelled out in the provincial statutes and in the
instructions.)
Revised 12/10/01
Revised 12/2005
41
I: Chapter Logo Naming Convention
• Chapter name as contained in the chapter’s bylaws.
o Example: Greater New York Chapter
• Chapters with names that do not clearly identify their locations (city and/or state contained within the names) or that are the same as other chapters’ names in different states (Capital, Central, Tri-State, etc.) shall be required to use the state abbreviation before the chapter name.
o Example: IA, Tri-State Chapter VA, Tri-State Chapter
• Chapters with common “city” names contained within the chapter name shall be required to use the state abbreviation preceding the chapter name. Example: IL, Springfield Chapter MO, Springfield Chapter
• Chapters may not alter the prepared logo without the expressed permission of AFP.