![]() AFP Central Ohio Chapter Mission, Vision and Governance Documents
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National Headquarters
Association of Fundraising Professionals
4300 Wilson Boulebard, Suite 300
Alexandria, VA 22203
PHONE: 800-666-FUND (3863)
FAX: 703-684-0540
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STANDARD BYLAWS FOR CHAPTERS OF
THE ASSOCIATION OF FUNDRAISING PROFESSIONALS
Adopted by the Central Ohio Chapter June 2008
ARTICLE I - INTRODUCTION
Name and Status. The name of this corporation is the AFP Central Ohio Chapter (“Chapter”), which is incorporated as a nonprofit corporation under the laws of the State of Ohio 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 of Professional Practice (“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 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 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 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 OFFICERS
Section 1. Officers. The officers of the Chapter shall be a President, President-elect, Immediate Past President, one to four Vice Presidents, 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. 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. 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.
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 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 VII - 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 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, with the maximum of eight terms for a total of eight (8) years of maximum service, unless also serving as president, president-elect or immediate past president.
Section 6. 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 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.
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. The Chapter Executive Committee shall convene upon the call of the President. A majority of the Executive Committee shall constitute a quorum.
Nominating Committee. The Nominating Committee shall consist of at least three members, including the Immediate Past President, who shall serve as Chair of the Committee The Nominating Committee shall present a slate of officer and director nominees to all Chapter members at least thirty (30) days prior to the annual meeting in accordance with policies and procedures adopted by the Chapter Board of Directors.
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 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.
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Mission Statement
The Central Ohio Chapter of the Association of Fundraising Professionals exists to promote effective, ethical, accountable fundraising as both a recognized profession and as an essential component of philanthropy.
GOAL I: Maintain strong chapter financial resources and reallocate those resources in alignment with chapter goals.
Objectives
Investigate potential new sources of revenue.
Advertising space on newsletters
Banner adds on the chapter website
Explore additional job bank fees for blast e-mails.
Align budget goals (line items) with chapter goals
Consolidate scholarships for the international conference by offering two scholarships at $2,000 each.
Offer partial scholarships for membership.
Offer scholarships for local or regional educational opportunities.
Re-examine NPD goals.
To increase AFP exposure in the community.
To celebrate and recognize outstanding philanthropy.
Event should be budget neutral and a potential income source rather than a mandated income source.
Allocate budgetary dollars to each committee.
Committee chairs should estimate expenses & request budget line items at the beginning of each budget cycle in order to fund new initiatives.
Maintain a chapter reserve account of $50,000.
GOAL II: Provide high quality programs to meet the needs of diverse experience levels and for progressive experience levels.
Objectives:
Continue to offer strong monthly luncheon programs.
Evaluate monthly program offerings regularly to include programs of relevance per membership survey and member feedback.
Increase collaborations with other organizations such as COPGC, Huntington's Seeds of Growth, Donor Relations & Stewardship, etc.
Incorporate topical news items related to philanthropy into programs.
Poll our members for potential speakers and topics.
Explore additional/alternative site for audio-conferences in a more central location.
Expand networking opportunities, especially for specific groups, by end of 2008.
Fundraising Friends.
Speed Networking.
Mentoring/Martini Mondays.
Senior professionals (10 years of more) discussion group.
Offer an annual educational conference, separate from NPD.
Explore an AFP-OSU education summit or All-Ohio conference for 2009.
Plan regular offerings of the Essentials in Fundraising Course and the CFRE review course.
Explore a 1-day conference with a national speaker for 2008.
GOAL III: Position AFP Central Ohio as the recognized authority on fundraising in the community.
Objectives:
Work with membership and education committees to market annual new member drive.
Create a public relations/marketing plan for the community.
Establish an AFP editorial board.
Create relationships with media outlets.
Orchestrate personal outreach to area executive directors and CEOs to help them understand the value of AFP membership.
Explore offering a session for executive directors on how to hire and manger a development officer.
Produce and distribute a monthly electronic newsletter.
E-mail blast to drive people to newsletter on website, available in password protected area.
Establish a legislative affairs committee
Track pending legislation and its effect on the charitable community.
Encourage member advocacy.
Add a legislative news component to the e-newsletter.
Work with an outside vendor to add a password protected area of our chapter website, available only to members to include:
E-newsletter
Membership directory
Scholarship applications
Mentoring applications and matches
Job bank postings
Presentation notes from monthly luncheon speakers
GOAL IV: Increase, strengthen and enhance membership in chapter, by growing membership to 350, with a retention rate of 80%
Objectives:
Increase chapter membership 40% by June, 2009, growing from 250 at 12/31/07 to 300 by 12/08 and 350 by 12/09.
Recruit a membership committee of 10 people by May 2008.
Implement a system of phone calls to renewals, guests and new members.
Host annual new member only cocktail reception to help welcome and connect new members.
Have a minimum of 35% of chapter membership involved on a committee.
Prepare pre-luncheon presentation by committee chairs offering ways to get involved.
Work with mentoring committee to require that all mentors encourage their mentees to volunteer for a committee.
Increase member retention to 80% by 2010 by focusing on first and second year members.
Place fishbowl at luncheon registration and doing monthly drawing of members for free lunch.
Provide an incentive for membership referrals.
Market and increase new levels of membership (i.e. Business, Associate, Introductory); 1% increase by June 2009.
Expand member vs. nonmember benefit differentials.
Explore limiting luncheon and audio-conference opportunities to 1 per year for nonmembers during membership drive.
Consider increasing nonmember luncheon fees.
Consider making the job bank available only to members.
GOAL V: Strengthen chapter leadership with careful succession planning and build a robust committee structure.
Objectives:
Develop manual for new committee chairs by 2009.
Develop training sessions for new committee chairs and hold first session by 2009.
Recruit Vice chairs for all committees and Treasurer by 2010.
Assess skills of membership for potential speakers during 2008-2009.
Create repository of materials to hand down to successive committee leadership; “members only” part of website.
Establish a Youth in Philanthropy Committee. Access support materials from national and look to local organizations like the Jewish Federation, Women's Fund, Girl Scouts and others for examples of what works.
Establish a standing sponsorship committee to work with corporate partners on multiple sponsorship opportunities throughout the year.
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Adopted by the Central Ohio Chapter Board of Directors March 15, 2010
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All members of the Board of Director of the Central Ohio Chapter of the Association of Fundraising Professionals (AFP) and its staff shall be subject to this conflict of interest and nondisclosure policy. Any action by such individuals in violation of these requirements shall not be permitted unless the Board of Directors expressly approves.
A. Conflict of Interest
i. Members of the Board of Directors and staff must always, during the course of services for AFP, reflect the highest standards of ethical behavior, integrity and public responsibility.
ii. AFP recognizes the inherent right of members of the Board of Directors and staff to engage in outside interests and private enterprise, and the organization does not wish to impede these activities. However, to the extent that such outside interests may affect a transaction in which AFP is involved, there is potential for an actual or perceived conflict of interest. Since AFP has a legal obligation to avoid private inurement, self-dealing and misuse of member funds, it is the policy of this organization to avoid, whenever possible, all such actual or potential conflicts of interest.
iii. A transaction between AFP and members of the Board of Directors and staff, or related entity, is acceptable provided that all material facts have been disclosed and, except in the case of a charitable gift, the terms, conditions and consideration involved are commercially fair and reasonable. Any proposed activities which presents or may be a conflict of interest, shall be presented to and approved, in advance, by the board.
iv. All members of the Board of Directors and staff will be asked to sign this document upon the beginning of their service with AFP.
B. Nondisclosure
i. I agree that any information disclosed to me by members or staff of the AFP, or by third parties, in connection with my membership on the AFP Board or employment by AFP, will be considered privileged and confidential, including all such information relating to individual AFP members, any actions to establish, amend or enforce AFP operations, policies, plans, goals, objectives, and discussion by AFP members, staff, and third parties regarding these subjects.
ii. Confidential information shall not include information previously known to me, the general public, or previously recognized as standard practice in the field.
iii. I agree that I will hold all such privileged and confidential information in confidence, and will not use or disclose such information except as may be authorized by AFP, and will make my best effort to prevent its unauthorized disclosure. I acknowledge that unauthorized disclosure could cause irreparable harm and significant injury to AFP and its members. I agree that upon request, I will return to AFP all written or descriptive matter supplied by AFP, including committee agendas, minutes, and supporting documents.
Adopted by the Central Ohio Chapter Board of Directors March 15, 2010
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AFP and its chapters are committed to providing an environment that is free of unlawful discrimination and/or harassment. AFP and its chapters prohibit harassment on their premises and in connection with activities (locally or traveling on association/chapter business) -- whether committed by staff, volunteers, officers, or by third parties. Discrimination or harassment will not be tolerated and constitutes behavior unbecoming of a member.
No AFP member or officer may threaten or insinuate, either explicitly or implicitly, that an individual's submission to, or rejection of, sexual advances will in any way influence any decisions regarding that individual's employment; wages; advancement; membership, board, or officer status; assigned duties or any other condition of employment or career/membership development. An individual's submission to, or rejection of, sexual advances shall not be used as the basis for employment or membership decisions concerning the individual.
Other harassing conduct on association or chapter premises and at association or chapter functions, or in connection with chapter activities that creates an offensive and hostile environment, whether it is in the form of physical or verbal harassment, and committed by any member or staff, is also prohibited. This includes, but is not limited to, repeated offensive language or conduct, unwelcome sexual flirtations, advances, propositions, stalking, continued or repeated verbal abuse of a sexual nature, graphic verbal comments about an individual's body, sexually degrading words used to describe an individual and the display of sexually suggestive or other offensive objects or pictures.
Unlawful discriminatory treatment which is found to be based upon an individual's race, ethnicity, age, religion, sexual orientation or other legally protected characteristic is also strictly prohibited.
Discrimination and/or harassment can occur with a single incident or through a pattern of behavior. Discrimination and/or harassment can result from a broad range of actions, which may include but are not limited to: physical or mental abuse, racial insults, derogatory ethnic jokes, unwelcome verbal or physical conduct regarding race, color, religion, national origin, sex, sexual orientation, age or disability.
Any association or chapter employee, volunteer, or member who believes that they have been subjected to harassment may -- but are not first required to -- tell the offender that his or her behavior is unwelcome and ask that it stop. In cases where the individual may feel uncomfortable confronting the alleged offender, the individual should report the matter to the Chapter President or to the President & CEO of AFP. Any association or chapter employee, volunteer, or member who has experienced an incident of sexual or other unlawful harassment or discrimination must promptly report the matter to the Chapter President or the President & CEO of AFP. Such internal complaints are investigated promptly. If the objectionable behavior involves an individual outside of the chapter -
from AFP (a member, board member, volunteer, officer, or staff member) - then the matter should be reported solely to the President of AFP. If the objectionable behavior involves the President of AFP, then the matter should be reported to the Chair of the Board of AFP.
A Chapter President is required to notify and consult with the President of AFP in connection with reports of harassment or discrimination at the chapter.
Any individual with questions about the internal process or concerns about possible harassment or discriminatory treatment is urged to seek appropriate consultation with the AFP President & CEO. No individual will suffer retaliation, reprisal or intimidation as a result of reporting an incident or behavior in good faith. Individuals who fail to follow this procedure may not only lose the opportunity to address their concerns, but may also forfeit certain legal rights, if applicable. The association maintains confidentiality in these investigations to the extent feasible and consistent with an effective investigation and resolution, and enforcement of this policy.
Persons determined to have committed acts of harassment against an AFP member, employee, or volunteer may be subject to discipline up to and including removal from chapter and AFP office, termination of employment with the Chapter, and/or revocation of AFP membership. Depending on the nature of the matter, individuals alleged to be involved in harassing or discriminating behavior may be removed from association and chapter involvement pending the resolution of the investigation.
Adopted by the Central Ohio Chapter Board of Directors March 15, 2010
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