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Version Date: 09/27/2023

 

TABLE OF CONTENTS

 

ARTICLE I, NAME AND MISSION

Section 1.1   Name  ……………………………………………………………………………………..................... 3

Section 1.2   Mission ……………………………………………………………………………………..…………..….. 3

 

ARTICLE II, PURPOSES AND LEGAL POWERS

Section 2.1   Purpose …………………………………………………………………………………………….…...….. 3

Section 2.2   Powers ……………………………………………………………………………………………..…...….. 3

Section 2.3   Nonprofit Status and Exempt Activities Limitation ……………………………….…..….. 4

Section 3.3   Distribution Upon Dissolution …………………………………………………………………..… 4

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ARTICLE III, MEMBERSHIP

Section 3.1   Eligibility …………………………………………………………………………………………....….…. 5

Section 3.2   Membership Dues and Refund of Dues ……………………………………………………...… 5

Section 3.3   Duties of Members …………………………………………………………………………………..... 5

Section 3.4   Member Discipline …………………………………………………………………………………..... 5

Section 3.5   Good Standing …………………………………………………………………………………….….…. 6

Section 3.6   Benefits of Members …………………………………………………………………………….……. 6

 

ARTICLE IV, BOARD OF DIRECTORS

Section 4.1.   Powers of the Board of Directors ……………………………………………………….……….. 7

Section 4.2.  Duties of the Board of Directors ……………………………………………………………...……. 7

Section 4.3   Requirements of eligibility for Board of Directors ………………………………………… 8

Section 4.4   Nomination of Members for the role of Director ………………………………………….. 8

Section 4.5   Election of new Directors ……………………………………………………………………...…… 8
Section 4.6   Appointment to the position of Director ……………………………………………………… 9

Section 4.7   Terms and Term limits for Directors …………………………………………………………… 9

Section 4.8   Officer Titles and their responsibilities ……………………………………………………….. 9

Section 4.9   Removal of a Director …………………………………………………………………………..….. 10

 

ARTICLE V, MEETINGS

Section 5.1   Operating procedure for meetings …………………………………………………………..…. 11

 

ARTICLE VI, Compensation and Reimbursement

Section 6.1   Employees, Volunteers, and Contractors …………………………………………………..… 11

Section 6.2   Directors …………………………………………………………………………………………….…… 12

 

ARTICLE VII, CONFLICT OF INTEREST

Section 7.1   Policy …………………………………………………………………………………………………...….. 12
Section 7.2   Disclosure …………………………………………………………………………………………….….. 13

 

ARTICLE VIII, NON-LIABILTY

Section 8.1   Non-Liability ……………………………………………………………………………………….…… 13

 

ARTICLE IX, FISCAL YEAR

Section 9.1   Fiscal year .………………………………………………………………………………………….……. 13

 

ARTICLE X, AMENDMENTS

Section 10.1  Amendments .……………………………………………………………………………………….….… 13

 

ARTICLE XI, NOTICE

Section 11.1   Notice .…………………………………………………………………………………………………….. 14

 

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ARTICLE I, NAME AND MISSION

Section 1.1 Name

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The name of the organization shall be the Idaho Pasture Pig Breed Association, also referred to as the IPPBA.

Section 1.2 Mission

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The Mission of the Idaho Pasture Pig Breed Association is to create and curate resources for the continued development of the Idaho Pasture Pig (IPP) with an emphasis on community outreach and education. This includes but is not limited to shows, promotional materials, breeder selection aids, and effective IPP tailored husbandry management materials. The non-profit Idaho Pasture Pig Breed Association is a separate entity from the privately owned Idaho Pasture Pig Breed Registry LLC, and both work towards the advancement of the breed.

 

ARTICLE II, PURPOSES AND LEGAL POWERS

 

 

Section 2.1 Purpose

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The Idaho Pasture Pig Breed Association is a nonprofit Limited Liabilities Company, and shall be operated exclusively for educational and charitable purposes within the means of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code. The purpose of the Idaho Pasture Pig Breed Association is as follows.

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i. Build an inclusive community of breeders, through general elections and democratic processes that will lead and influence the continued development of this young and emerging breed of pasture pigs.

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ii. Host an extensive educational website that has Member driven content and photo albums.

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iii. Host within the Association website an inclusive IPP Forum and Chat Room that does not fall under Social Media rules. Will include an IPP Sale Classifieds section.

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iv. Create and curate educational material for the betterment of IPP’s

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v. Assist in breeding stock evaluations either with educational materials, some form of shows, a grading system, or a combination of all three.

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vi. Create resources that make it easier for breeders to make great steps towards solidifying the breed characteristics within their herds, and producing litters that have consistent size and growth rates.

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vii. Support the IPP Registry and its Advisory Board with a robust spirit of cooperation through open communication.

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viii. Create and share promotional materials to bring awareness and clarification to the public about IPP’s.
 

Section 2.2 Powers

 

i. The organization shall have the power, directly or indirectly, alone on in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the organization in organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes.

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ii. The Legal powers of the organization may include, but not limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.

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Section 2.3 Nonprofit Status and Exempt Activities Limitation

 

i. Nonprofit Legal Status: Idaho Pasture Pig Breed Association is a nonprofit company, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code. The Idaho Pasture Pig Breed Association is incorporated in the state of Wisconsin with a mailing address of P.O. Box 692 Wyocena, WI 53969.

 

ii. Exempt Activities Limitation

 

a. Notwithstanding any other provision of these Bylaws, no director, officer, employee, member or representative of the company shall take any action or carry on any activity by or on the behalf of the company not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended.

 

b. No part of the net earnings of the company shall inure to the benefit or be distributable to any director, officer, member, or private person, except that the company shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the Articles of Incorporation and these Bylaws.

 

Section 2.4 Distribution Upon Dissolution

 

a. Upon termination or dissolution of the Idaho Pasture Pig Breed Association, any assets and resources lawfully available for distribution shall be distributed to one (1) or more qualifies organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor status) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving company.

 

b. The organization to receive the assets of the Idaho Pasture Pig Breed Association hereunder shall be selected in the discretion of the majority of the managing body of the company, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Idaho Pasture Pig Breed Association, by one (1) or more of its managing body which verified petition shall contain statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets and resources to be distributed, giving preference if practicable to organizations located within the State of Wisconsin.

 

c. In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the Idaho Pasture Pig Breed Association, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Wisconsin to be added to the general fund.

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ARTICLE III, MEMBERSHIP

Section 3.1 Eligibility

i. Active Member: Any person eighteen (18) years of age or older, family, or Legal Entities who owns or breeds registered Idaho Pasture Pigs (IPP’s) may become an active member of the IPPBA and be entitled to all privileges of full membership.

ii. Junior Member: Any person seventeen (17) years of age or younger who is an active owner or breeder of registered IPP’s may become a junior member of the IPPBA. As such, they are entitled to all privileges of full membership, except that they shall have no vote, nor shall they be eligible to hold elective office.

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iii. Patron Member: Any person who doesn’t have any registered pigs or even animals or a farm. They are wanting to learn more about the breed and help promote it as well. Patron members benefit from educational materials and have access to the yearly Expo. They will not be eligible to vote or hold office.

Section 3.2 Membership Dues & Refund of Dues

i. Annual membership fees for the above-established membership categories shall be set at the discretion of the Board of Directors and are subject to change from year to year.

ii. Member ship fees cover the time from April 1st to March 31st each year, no matter the purchase date. Membership fees will not be prorated for partial years.

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iii. Membership dues are used for educational materials, shows and expo expenses, legal fees, liability insurance, website fees and accounting.

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iv. No member will be entitled to or receive any refund of their membership dues or any portion thereof, including but not limited to membership termination, or cancellation.

 

Section 3.3 Duties of Members

i. It is the duty of members to comply with the bylaws of the Idaho Pasture Pig Breed Association as they now exist, or may be amended in the future, to keep sufficient records to provide unquestionable identity of all IPPs on their farm(s) and sold from their farms for any purpose, to conduct their business as not to endanger, or adversely affect the reputation, standing, or welfare of the Idaho Pasture Pig Breed Association by action, word, or intent to other members or non-members.

ii. It is the duty of the members of the Idaho Pasture Pig Breed Association to strive towards excellence in the development of this breed, doing so by following the breed standard to the best of their abilities in their selection of breeding stock both for their farm and for the sale of breeding stock to other farms. Gross negligence on this matter without adequate attempt to set right will fall under the label of “Cause Harm” in the form of “Adversely affecting the reputation” of the breed and this Association.

 

iii. All members shall follow and adhere to the breed guidelines and rules as set forth by the Idaho Pasture Pig Registry. Violations of this in any way will result in removal from the Idaho Pasture Pig Breed Association. Practices that are not accepted by the registry are not accepted by the IPPBA.

Section 3.4 Member Discipline

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Any Member, including just one member of a legal entity Membership, who is found to cause harm, slander, or libel towards the IPPBA, IPPBR (Idaho Pasture Pig Breed Registry), or any other IPPBA Member may have their membership revoked or suspended by a unanimous quorum1 vote, of the

members of the Board of Directors. In order to protect the privacy of the Member in question the vote shall be conducted during a closed-door session with the member having been formally given notice, at which point the member has 7 days to make an appeal to the Board of Directors and state their case, after which they will receive the result of the vote in private.

i. Suspension: all small infractions, the severity of which are determined at the discretion of the Board, follow the methods above for discipline. If the vote of the Directors finds the Member or director in violation, then they will receive a written warning. Three warnings no matter the time between will result in a vote for removal of Membership and or Office.
 

ii. Removal: all severe infractions, the severity of which are determined at the discretion of the Board, or an accumulation of three written warnings, follow the methods above for discipline. If the vote of the Directors finds the Member or Director in violation then they will have their Membership revoked, and be barred from ever becoming a member again or holding any Office or position with the Organization.

 

iii. Severity of infractions fall under two categories, Written Warning, and Removal. To determine which of these an infraction is will fall to vote of the board with a vote of five out of seven being the minimum for a resolution. Should the Board fail to reach the five votes needed to place at Removal the infraction will default to a written warning.

Section 3.5 Good Standing

A member shall be seen in good standing as long as their membership dues are paid up through the fiscal year, should no disciplinary action have been enacted upon them with one year, and they meet the other requirements for membership eligibility as laid out in Section 3.1 and 3.3
 

Section 3.6 Benefits of Members

 

Members in good standing have the following benefits, which are not limited to such but shall at least include:

i. The right to nominate members in good standing to the ballot for board appointment on the Board of Directors of the Idaho Pasture Pig Breed Association that meet the requirements in Section 4.2.
 

ii. The right to 1 vote per membership per ballot section for the appointment of a nominated member on the ballot to the position of Board Member on the Board of Directors of the Idaho Pasture Pig Breed Association.
 

iii. Free entry to all Shows and Expos put on by and under the control of the Idaho Pasture Pig Breed Association.
 

iv. The right to state their case before the Board of Directors in the case of a dispute as laid out in Section 3.4.
 

v. Access and use of any and all Educational and Promotional material made available for the betterment of the Associations breeders and the breed itself. This benefit does not allow the removal, defacement, and intentional or unintentional obscurement of the IPPBA watermark or logo, which must remain visible on all materials used in such a manner.
 

vi. The right to formally petition the Board of Directors on any and all issues that they feel should be addressed regarding the Breed, the Association, or the Registry during a regularly scheduled or emergency meeting. How and when it is addressed remains at the discretion of the Board of Directors.

vii. Access to the Member only section of the IPPBA website including, but not limited to its classified section and forum.

 

ARTICLE IV, BOARD OF DIRECTORS

Section 4.1. Powers of the Board of Directors

 

i. Those explicitly granted them by federal and state laws as pertaining to non-profit organizations.

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ii. Those explicitly granted them within these bylaws.

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iii. General supervision, management, and control over the property, funds, and resources at available to and owned by the Association.

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iv. Financial oversight of the Association funds, with the sole discretion as to its use so long as its use is following any laws applicable both to this organization and the United States government.

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v. Disciplinary powers over Members, Directors, and Employees as laid out within these bylaws.

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vi. Hiring of employees both long term and as short-term contracts to aid in the Associations mission.

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vii. Appointment of Officers from the Member Elected Directors as laid out within these bylaws.

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Section 4.2. Duties of the Board of Directors

 

i. The Board of Directors have the following core duties, failure of which to adhere to can allow for a vote to remove the offending Director as set forth in Section 4.8.

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ii. The Duty of Care

a. Attendance: Board Members are required to attend not less than five out of six meetings, and no two meetings consecutively should be missed.

b. Active participation: Directors should put forth engaged energy into seeing the Association moves forward and is successful in its mission.

c. Following through: When agreeing to a task that is to aid the IPPBA all effort should be made to complete the task in a timely manner and to the best of the Board members abilities.

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iii. The Duty of Loyalty

a. Service: All activities should be in the best interest of the Association, and not directly towards the benefit of the Directors.

b. Exemplary behavior: As heads of the breed, the directors should exemplify what our breed stands for, and strive to create a good name for the breed through their behavior and business practices.

c. Preservation: Board members must strive to preserve the IPP genetics and under no circumstances cross breed an IPP with another breed, intentional or not.

d. Consensus: The board acknowledges that the association is a democratically run organization and no Director has the authority or right to make promises or guarantees on behalf of the organization without consensus of the rest of the Board.

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iv. The Duty of Obedience

a. Lawful: Every Board member is required to strictly adhere to the Bylaws as they are now or are amended to read.

b. Acceptance: Each board member is to accept at least in their actions and behavior the rulings achieved by majority vote in sessions.

c. Standards: Board members should strive to ensure their herds are good ambassadors of the breed and follow the breed standards closely in their selection.

 

Section 4.3 Requirements of eligibility for Board of Directors

 

i. Have owned registered IPP’s for not less than 2 years, or own a minimum of 5 Registered IPPs.

 

ii. Be a current registered breeder of IPP’s.

 

iii. Be a current Member of the Association and be in good standing.

 

iv. Have not had disciplinary action taken against them by the current or a previous board of directors of the IPPBA within one year.

 

v. Be willing and able to attend the required amount of board meetings set forth in Section 4.2.ii.a.

 

vi. Cannot be on another pig board as this would case a conflict of interest and goals.
 

Section 4.4 Nomination of Members for the role of Director

 

i. Nominations for the position of Board member must meet all requirements laid out in Section 4.3.

 

ii. Members in good standing may nominate as many fellow members as they wish so long as they meet the requirements of Section 4.3.

 

iii. All Nominations must be submitted not later than February 20th, failing this they will be invalid.

 

iv. Most elections will have two to three, but never more than three Board positions up for election, per section 4.6, and as such members cannot be nominated to multiple of these positions during one election cycle. Any duplicate nominations will not be entered into the official ballot.

 

Section 4.5 Election of new Directors

 

i. The ballot shall only consist of individuals meeting the requirements set forth in Section 4.3 and 4.4.

 

ii. Voting opens on March 2nd and closes March 31st annually.

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iii. Results of the election will be determined by a majority of votes to one candidate over the others on that ballot section.

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iv. A margin of 3% or less including ties will trigger a single automatic recount.

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v. Ties will trigger a revote for those specific candidates by the membership, with announcement of the tie and redistribution of new modified ballots within (7) days of the count, and the ballots being due within (15) days of the announcement.

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vi. Elections are for the title of Director of the Idaho Pasture Pig Breed Association. Bestowal of Officer Titles are voted on by the Board of Directors based on the available vacancies and are appointed from the newly Member elected Directors and existing Directors.

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vii. Should a Director resign before their term is up, the board will vote from the runners up from the last election to have taken place for a replacement. This specially elected Director will only sit until the Director they replaced term would have normally expired.

Section 4.6 Appointment to the position of Director

i. Newly elected Directors to the Board of Directors will attend (2) meetings of the Board of Directors with no Officer position. And use time allotted during the first of which to discuss strengths and weaknesses that may help the Board officers to direct their votes as to the available Officer positions best suited to them so as to have the most effective people in each role.

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ii. The second meeting with new Directors will entail a nomination and vote section for the re-distribution of Officer positions among the current Officers with the new directors also voting, followed by a nomination and vote for the officer positions for the new directors.

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iii. Any new officer roles assigned will take effect during the next regularly scheduled meeting.
 

Section 4.7 Terms and Term limits for Directors

i. Standard Director Terms are for 3 consecutive calendar years beginning the 31st of March of that year.

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ii. Officer position terms are reevaluated each year in correlation with the rules set out in Section 4.6.ii.

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iii. Directors cannot serve more than (2) consecutive terms, though after a 3 year period may be re-nominated again with the potential for (2) more consecutive terms followed by another 3 year period off the Board, following this cycle.

 

iv. The Board of Directors, position and terms

a. President: Julie Wu, term will end March 31st 2025
b. Vice President: Emily Robey, term will end March 31st 2026
c. Treasurer: Kevin Cook, term will end March 31st 2025
d. Secretary: Melissa Myers, term will end March 31st 2026
e. Show and Expo Superintendent: TBD, term will end March 31st 2027
f. Registry Liaison: Hannah Shankleton, term will end March 31st 2026

g. Scribe: Melissa Myers, term will end March 31st 2026
 

Section 4.8 Officer Titles and their responsibilities

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i. President

a. Presides over Board Meetings.

b. Assists in making the agenda in collaboration with the Secretary

c. Appoints people to general committees.

d. Serves as contact to bring issues to the Board.

e. Sets goal and objectives with the board and ensures they are met.

f. Holds members accountable for meeting attendance.

g. Manages the email and website

ii. Vice President

a. Takes on the Presidents roles in the absence of the President
b. Assigns Special Committee chair heads.
c. Compiles updates from Committee heads and presents results at meetings
d. Is the head of the Social Media committee, which oversees the social media accounts both content and members

 

iii. Treasurer

a. Manages the IPPBA’s funds.
b. Produces financial statements to present at board meetings.
c. Ensures all nonprofit tax and legal documents are filed on time annually.
d. Serves as head of the Finance Committee.
e. Works with executive director to establish the annual budget and presents it to the board for approval.
f. Reviews the annual audit.

 

iv. Secretary

a. Assists in preparation of agenda and ensures its distribution.
b. Assembles and distributes relevant information to distribute ahead of meetings
c. Ensures that all documents pertaining to the organization are easily accessible to members and directors.
d. Schedules and notifies directors of upcoming meetings
e. Holds directors accountable for their tasks.

 

v. Show and Expo Superintendent

a. Head of the Show and Expo Committee
b. Organizes and selects potential dates and locations for Shows and Expos.
c. Develops and manages the operation of all Shows, Expos and Events put on by the IPPBA.
d. In charge of Show rules and proceedings.

 

vi. Registry Liaison

a. Acts as point of contact between the Association and the Registry.
b. Answers all questions received by the Association regarding the Registry, and or the Associations/ Registry relationship.
c. In charge of any situation involving an official Registry Document.

vi. Scribe

a. Records meetings, and makes them into formats available to the Membership.
b. Records minutes, votes, discussions, and decisions of the board
c. Presents the minutes from the previous meeting
 

Section 4.9 Removal of a Director

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i. A Director can be removed by a vote of over 70% of presiding Directors, all of whom must cast a vote within seven days of the triggering event. This vote can be triggered by:

a. A formal petition by more than 40% of directors
b. A formal petition signed by 20% of Members in good standing.

ii. A removed Director is barred from holding office again. Depending on the consensus of the standing Directors opinion of the offence could also have a vote brought forward to be removed as a member.
 

iii. The removal of a Director shall follow all the same timelines and rules set forth for notice, appeal, and process as are stated in Section 2.5 for the removal of a Member.

 

ARTICLE V, MEETINGS

Section 5.1 Operating procedure for meetings

 

i. Quorum: for standard and emergency meetings a quorum shall constitute not less than one member shy of the full in office Board of Directors.

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ii. Meetings will follow Roberts Rules of Order to the best of their abilities.

a. Only one matter may be considered at a time

b. It is the right of the majority rule

c. It is the right of the minority to be heard

d. The rights of the absentee member must be protected

e. Informed decisions and judicious action by an organization require free and impartial debate within a reasonable length of time

f. All members are entitled to equal justice and fairness from the other members and officers

g. Responsible membership demands courtesy to and from others at all times

iii. Meetings will be recorded and minutes will be made available to members in good standing upon written request.

iv. Standard Meetings will be called to order at least once a month, and require notice given to the Directors at least seven days in advance, with sufficient effort made to accommodate the schedule of the Directors to maximize attendance.

v. No more than 2 standard meetings may occur in one month so as to not place undue burden on the position of Director.

vi. Emergency meetings can be called by a written request by three or more Directors, three days notice must be given, and no extra accommodations are required to suit the schedules of the remaining Directors.

vii. No more than 2 emergency meetings may occur in one month so as to not place undue burden on the position of Director.

ARTICLE VI, Compensation and Reimbursement

 

Section 6.1 Employees, Volunteers, and Contractors

i. Employees: The board of Directors has the ability to hire and fire staff paid to assist the day to day and extraordinary tasks that may arise from the management and maintenance of the organization and has within their power the authority to within reason utilize IPPBA funds to do so.

ii. Volunteers: The board of Directors has the ability to recruit and utilize volunteers for the benefit of the organization. They shall receive no monetary compensation for their efforts, though a majority consensus of Directors could allocate swag as a thank you to volunteers for their efforts at events, and to help distinguish volunteers for ease of coordination during events.
 

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iii. Contractors: The board of Directors has the ability to hire and fire contractors paid to assist the day to day and extraordinary tasks that may arise from the management and maintenance of the organization and has within their power the authority to within reason utilize IPPBA funds to do so.

 

Section 6.2 Directors

i. Directors may not receive any monetary compensation from the organization for time or services rendered in aid of the organization.

ii. Directors may receive compensation for products sold to the organization as long as sufficient effort has been made to source the products from an equally sufficient supplier, as determined by a consensus vote by the rest of the Board.

iii. Directors may receive reimbursement payments for products and services purchased for the organization from their own funds, with prior approval of the Treasurer, and agreement from a majority of the Board.

ARTICLE VII, CONFLICT OF INTEREST

Section 7.1 Policy

 

i. It is the policy of The Idaho Pasture Pig Breed Association that all Members, Directors, Employees, and Volunteers avoid any conflict between their interests and those of the IPPBA. The IPPBA expects all Members, Directors, Employees, and Volunteers to support its mission, policies and programs as well as to conduct themselves in an ethical manner. The principles guiding this policy are so that no IPPBA Members, Directors, Employees, or Volunteers should have or appear to have personal interests or relationships that conflict with the best interests of the IPPBA. Examples of such conflict of interest are as follows.

a. Employment: No Employee of the IPPBA may be the employee of a Directors personal business or be the family member or ward of a Director.

b. Show or appear to show preference or favor to any suppliers, customers, contractors, or other persons seeking to do or actively doing business with IPPBA based on anything other than appropriate business concerns.

c. Participate in any decisions as part of their duties as an IPPBA Director or Employee if their interest in any company or business might affect such decisions.

d. Participate in any decisions as part of their duties as an IPPBA employee if they would stand to gain a financial or any other benefit based upon the outcome of the decision.

e. Offer accept for themselves or others any gifts, favors or benefits from another party with the direct or implied benefit that it might affect the Directors decision on any matter regarding the IPPBA.

f. Members, Directors, Employees, or Volunteers may not enter pigs of any age or category for show if there is a potential for conflict of interest with the judges, such as, though not limited to, familial relation, or outside employment.

 

Section 7.2 Disclosure

i. All Members, Directors, Employees, and Volunteers must disclose any potential for conflict of interest in writing before engaging in the activity that may cause said conflict, so as to allow the Board to come to a decision on its potential for issues.

ii. Should a potential for conflict of interest happen Members, Directors, Employees, or Volunteers must make all attempt recuse themselves from the situation and or decision before any further action is taken.

ARTICLE VIII, NON-LIABILTY

Section 8.1 Non-Liability

 

i. The IPPBA and its Members shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, employee, or volunteer of the Association against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the association; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

 

ii. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

 

iii. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

 

iv. This Article constitutes a contract between the IPPBA and the indemnified officers, directors, employees, and volunteers. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, employee, or volunteer under this Article shall apply to such officer, director, employee, or volunteer with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

ARTICLE IX, FISCAL YEAR

Section 9.1 Fiscal year

 

i. The fiscal year of the IPPBA will run from January 1st through December 31st.

ARTICLE X, AMENDMENTS

Section 10.1 Amendments

i. Amendments to the bylaws require a Super Majority vote of the Board of Directors in attendance where the vote on the amendment is taking place.

ARTICLE XI, NOTICE

Section 11.1 Notice

i. Notice to members shall be defined as making reasonable attempt to contact either individual members or the entire membership via email, social media posts, and/or banners on the IPPBA website.

ii. All official notice pertaining to elections, relevant news, queries, and disciplinary action will be in written or recorded audio/visual format.