BYLAWS OF THE ASPRS FOUNDATION, INC.
Revised by action of the Board of Trustees, March 22, 2012
|Historical Note: The ASPRS Foundation was originally incorporated in the District of Columbia as the American Society of Photogrammetry Foundation on March 2, 1979. The name of the organization was changed to the International Geographic Information Foundation (IGIF) on October 20, 1987. Control of the IGIF was turned over to the American Association of Geographers in late 2003, and then transferred to the American Society for Photogrammetry and Remote Sensing (ASPRS) in June 2004. The name was formally changed to The ASPRS Foundation, Inc. on September 13, 2004.|
Section 1. Purpose
The Corporation is organized as a non-profit corporation exclusively for charitable purposes, more specifically the following:
To advance the understanding and use of spatial data for the betterment of human kind and the effective operation of public and private organizations.
To establish an extensive and broadly-based program that provides grants, scholarships, loans and other forms of aid to individuals or organizations pursuing knowledge of the arts and sciences associated with the collection, management, and analysis of geospatial data and information, including discipline areas ranging from geographic and land information systems to surveying, photogrammetry, remote sensing, global positioning, cartography, physical geography, computer science, geoscience, bioscience, engineering, land planning, natural resource management, environmental science, natural disaster assessment, social science, and business.
Specific goals of the Corporation will include but not be limited to the following:
1. Coordinated Fund Raising - to provide a visible, coordinated vehicle that will facilitate the solicitation and collection of contributions (for endowment or pass through purposes), from industry, private individuals, other foundations, and other funding sources, for the improvement of spatial information systems and their use.
2. Scholarships and Fellowships - to support professional development in the arts and sciences associated with the disciplines supporting spatial information science and applications.
3. Awards - to provide recognition for projects, research, publications, teaching, and individual achievements supporting spatial information science and applications.
4. Research - to encourage basic and applied research for the purpose of advancing the capabilities and benefits of the disciplines supporting spatial information science and applications.
5. Internships - to foster on-the-job training and education at end users, private companies, governments, and institutions of higher education supporting spatial information science and applications.
6. Standards - to support the development and dissemination of geospatial standards and other prerequisites for graphic and non-graphic data exchange and technological interoperability
7. International Information Exchange - to support the exchange of information concerning spatial Information systems technology and its allied arts and sciences throughout the world.
8. Education and Publications - to facilitate the development of appropriate educational opportunities for the advancement of the sciences associated with spatial information systems through workshops, seminars, video and web based materials, publications, and public awareness initiatives.
9. To do any and all lawful acts and things which may be necessary, useful, suitable or proper for the furtherance or accomplishment of the foregoing purposes.
Section 2. Earnings
No part of the net earnings of the Corporation shall inure to the benefit of any individual. The Corporation shall, however, be authorized and empowered to pay reasonable compensation for services rendered or to make payments and distributions in the furtherance of its purposes.
Section 3. Activities
No part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not participate in, or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activity not permitted to be undertaken by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Section 4. Dissolution or Liquidation
In the event of the dissolution or final liquidation of the Corporation, none of the property of the Corporation nor any proceeds thereof shall be distributed to or divided among any of the Trustees of the Corporation or inure to the benefit of any individual.
After all liabilities and obligations of the Corporation have been paid, satisfied and discharged, or adequate provision made therefore, all remaining property and assets of the Corporation shall be distributed to one or more organizations designated (I) pursuant to a plan of distribution adopted as provided for under the District of Columbia Non-Profit Corporation Act or (ii) if there be no appropriate plan of distribution, as a court may direct; provided however, that such property shall be distributed only to such organizations which shall comply with all of the following conditions:
(a) Such organization shall be organized and operated exclusively for benevolent, charitable, scientific, research or educational purposes, (b) transfers of property to such organization shall, to the extent then permitted under the statutes of the United States, be exempt from Federal gift, succession, inheritance, estate or death taxes (by whatever name called), and (c) such organization shall be exempt from Federal income taxes by reason of Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Section 5. Creation of Blanket Trusts for Protection of Foundation Funds for Purposes Designated
The Foundation hereby establishes and affirms Blanket Trusts as follows:
(a) Restricted Scholarship and Award Funds and other Restricted Grants - the Foundation hereby establishes and affirms a Blanket Trust to be funded with the sum of Restricted Funds established by the Foundation as the result of donations for named scholarships and awards. Those established as of the date of approval of these bylaws include: (1) Talbert Abrams Award Fund, (2) Robert E. Altenhofen Memorial Scholarship Fund, (3) Abraham Anson Memorial Scholarship Fund, (4) Brock Award Fund, (5) Robert N. Cowell Memorial Fellowship Fund , (6) John I. Davidson Charitable Annuity Trust Fund, (7) ESRI Award for Best Scientific Paper in GIS Fund, (8) William A. Fischer Memorial Scholarship Fund, (9) Ta Liang Memorial Award Fund, (10) Francis H. Moffitt Memorial Scholarship Fund, (11) Kenneth J. Osborn Memorial Scholarship Fund, (12) Paul R. Wolf memorial Scholarship Fund, (13) John O. Behrens (ILI) Memorial Scholarship Fund, (14) Student Assistantship Grant Fund, (15) Central Region (Lortz) Fund, (16) PBS Film Project Fund. The Board of Trustees is hereby authorized to establish additional scholarships, awards and other restricted grants as donations become available and when consistent with the Purpose as outlined in Section 1 above.
The primary purpose of the Blanket Trust established will be to segregate funds to execute the purpose of each fund or grant agreement as it becomes due. Additional restricted funds or grants that are assigned to the Foundation shall also be considered to be protected by this Foundation Blanket Trust by extension.
In the event that the Foundation/Payor should become bankrupt, or on the dissolution of the Foundation, the payments due per scholarship of awards, grants and agreements underlying these restricted funds will be reserved by the existing Blanket Trust for the purposes designated, unless otherwise disposed of by original agreement between the donor and the Foundation. All existing and future restricted fund and grant agreements shall be binding upon the Foundation/Payor and its respective successors and assigns.
(b) Gift Annuities - the Foundation hereby establishes and affirms a Blanket Trust to be funded with the sum of the annuity gift payments received from all Donor/Annuitants without earmarking any part of the Trust for any specific Annuitant. The primary purpose of the Trust established will be to make annuity payments to the various Donor/Annuitants as they become due. The Foundation/Payor shall be released from any responsibility or obligation whatsoever on each annuity upon the death of the Primary or Secondary Annuitant, as the case may be.
If a Primary or Secondary Annuitant shall hold any position as an officer, director or in any other capacity with the Foundation/Payor, he or she shall in no way participate in any act of the Foundation/Payor which will in any way affect the annuity obligation owed to that Individual’s participating Primary or Secondary Annuitant.
In the event that the Foundation/Payor should become bankrupt, or on the dissolution of the Foundation, the annuity payments due to any living Primary or Secondary Annuitants will be reserved by the existing Blanket Trust for the annuity payments designated. All Gift Annuity Agreements shall be binding upon the Foundation/Payor and its respective successors and assigns.
Upon the death of the Primary or Secondary Annuitant, as the case may be, the remaining funds, if any, and unexpended income or appreciation thereon attributable to the initial gift will be segregated from the Blanket Trust and become immediately available to the Foundation for its charitable and educational purposes, or to its successors and assigns. The release of the remainder funds shall in no way effect the continuing obligations of the Foundation/Payor or its successors and assigns to other Donor/Annuitants through the Blanket Trust.
Section 6. Distribution of Income
During any period the Corporation is classified as a "private foundation" under the internal Revenue Code of 1954, the income of the Corporation for each taxable year shall be distributed at such time and in such manner as not to subject the Corporation to tax under Section 4942 of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
Section 7. Self-Dealing
During any period the Corporation is classified as a "private foundation" under the Internal Revenue Code of 1954, the Corporation shall not engage in any act of "self dealing" as defined Section 4941(d) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law.)
Section 8. Excess Business Holdings
During any period the Corporation is classified as a "private foundation" under the Internal Revenue Code of 1954, the Corporation shall not acquire or retain any "excess business holdings" as defined in Section 4943° of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Section 9. Prohibited Investments
During any period the Corporation is classified as a "private foundation" under the Internal Revenue Code of 1954, the Corporation shall make no investments in such a manner as to subject the Corporation to tax under Section 4944 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Section 10. Prohibited Expenditures
During any period the Corporation is classified as a "private foundation" under the Internal Revenue Code of 1954, the Corporation shall make no expenditures which would subject it to tax under Section 4945 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
The Corporation shall have and continuously maintain in the District of Columbia a registered office and a registered agent, whose office is identical with such registered office, and may have other offices within or without the District of Columbia, as the Board of Trustees may from time to time determine.
Board of Trustees
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Trustees, and all corporate powers shall be exercised by the Board of Trustees, except as otherwise expressly required by the Articles of Incorporation, these Bylaws or by law.
Section 2. Number, Tenure, and Qualifications
The number of Trustees shall be a minimum of three (3) and a maximum of nine (9). Trustees shall be appointed by the President of ASPRS upon the recommendation of the current members of the Board of Trustees. The term of office for Trustees shall be two years or until a successor shall have been appointed. Trustees may succeed themselves without limitation. The Executive Director shall serve as an ex officio non-voting member.
Section 3. Regular Meetings
A regular ANNUAL MEETING of the Board of Trustees shall be held on or before the first Monday in June of each year, subject to proper notice of meeting. The Board of Trustees may provide by resolution the time and place, either within or without the District of Columbia, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 4. Special Meetings
Special meetings may be called at any time by the President or by written request signed by three Trustees and submitted to the Secretary, provided written notice is duly served on, sent by mail (Postal or courier), or e-mailed or faxed with a follow up confirmatory phone call to, each Trustee not less than two days before such meeting. Meetings may be held at any time without notice if all the Trustees are present, or if at any time before or after the meeting those not present waive notice of the meeting in writing.
Section 5. Notice
Notice of any Special Meeting of the Board of Trustees shall be given at least seven (7) days prior thereto by written notice delivered personally or sent by any of the methods listed in Section 4 above. Any Trustee may waive notice of any meeting. The attendance of any Trustee at any meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in any notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
Section 6. Quorum
Two-thirds of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board conducted in person or by telephone conference, provided, that if less than a quorum of the Trustees are present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice.
Section 7. Rules of Order
The rules stated in Roberts Rules of Order Newly Revised shall govern all deliberations of the Board except where those are in conflict with these Bylaws or the laws under which the Corporation is organized. The Executive Director shall normally serve as the parliamentarian for all meetings of the Board. As appropriate, the President shall appoint a temporary replacement.
Section 8. Manner of Acting
The act of a majority of the Trustees present at a meeting, either in person or by telephone conference, at which a quorum is present shall be the act of the Board of Trustees, except where otherwise provided, by law or by these Bylaws. For any business affecting finances, or distribution of income, a two-thirds vote of all Trustees shall be required.
Section 9. Conflict of Interest
Whenever a Trustee has a financial or personal interest in any matter coming before the Board of Trustees, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested trustees determine that it is in the best interest of the Foundation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
Section 10. Vacancies
Vacancies shall be filled in accordance with Section 2 of this Article.
Section 110. Compensation
Trustees as such shall not receive any stated salaries for their services, provided that nothing herein contained shall be construed to preclude any Trustee from serving the Corporation in any other capacity and receiving compensation therefrom.
Section 12. Resignations
A Trustee may resign by submitting a signed statement to that effect to the Secretary of the Board of Trustees.
Section 13. Action Without a Meeting
Any action which is required to be taken, or which may be taken, at a meeting of the Trustees, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Trustees. Such consent may be obtained by fax, mail or email and shall have the same force and effect as a unanimous vote.
Section 14. Committees
The Board of Trustees, by resolution adopted by a majority of the Trustees in office, may designate and appoint one or more committees, each of which shall consist of three or more Trustees, which committees, to the extent provided in said resolution or in the Bylaws of the Corporation, shall have and exercise the authority of the Board of Trustees in the management of the Corporation. Other Committees not having and exercising the authority of the Board of Trustees in the management of the Corporation may be designated and appointed by a resolution adopted by a majority of the Trustees present at a meeting at which a quorum is present.
Section 15. Telephone Conference/Mail/Fax/E-Mail Ballot
When consideration of any matter by the Board of Trustees is required earlier than their next meeting, this may be accomplished by telephone conference, or mail, fax, or e-mail ballot vote at the discretion of the President. Passage of mail, fax or e-mail ballot votes shall be as specified in the appropriate sections of these Bylaws.
Section 1. Officers
The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, an Executive Director and such other officers as may be elected in accordance with the provisions of this Article. The Board of Trustees may elect or appoint such other officers, including one or more Assistant Executive Directors, Assistant Secretaries, or Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Trustees. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. Election and Term of Office
The officers of the Corporation shall be elected annually by a majority vote of the Board of Trustees at the regular Annual Meeting of the Board of Trustees. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board of Trustees. Each officer shall hold office until his or her successor shall have been duly elected.
Section 3. Removal
Any officer or agent elected or appointed by the Board of Trustees may be removed by a two-thirds vote of the Board of Trustees present at a meeting whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4. Resignations
Any officer may resign at any time by giving written notice to the Board of Trustees or the President or the Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Trustees for the unexpired portion of the term.
Section 6. President
The President shall be the principal executive officer of the Corporation and shall in general implement and supervise all of the business and affairs of the Corporation, subject, however, to the control of the Board of Trustees and of any duly authorized committee of Trustees. The President shall ensure that the Foundation’s Strategic Plan is created, maintained, and revised. In addition, the President shall perform such other duties and exercise such other powers as may be prescribed by the Board of Trustees from time to time.
Section 7. Vice President
The Vice President shall perform such duties and exercise such other powers as may be prescribed by the Board of Trustees from time to time. The Vice President shall, during the absence or incapacity of the President, assume and perform the duties and exercise the powers of the President.
Section 8. Secretary
The Secretary shall keep the minutes of the meetings of the Board of Trustees in one or more books provided for that purpose, and supply copies of all minutes to the Board of Trustees; see that all notices are duly given in accordance with these Bylaws or as required by law; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President, by the Vice President or by the Board of Trustees. The duties of the Secretary may be assumed by the Executive Director upon the approval of the Board of Trustees.
Section 9. Treasurer
If required by the Board of Trustees, the Treasurer shall give a bond for the faithful discharge of the duties of the office in such sum and with such surety as the Board of Trustees shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, investment management firms, or other depositories as shall be selected in accordance with Article V of these Bylaws.
The Treasurer will develop the annual operating budget for the Corporation and issue a written a report each fiscal quarter describing the status of the Corporation’s finances and investments and make related recommendations. The Treasurer shall ensure that the accounts of the Corporation are compiled annually by an outside Certified Public Accountant. The compiled financial statement shall be reported to the Board of Trustees and made available to the Executive Committee of ASPRS. The Treasurer shall also ensure the development and maintenance of a written investment policy for the Corporation to be approved by the Board of Trustees; and in general perform the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President, by the Vice President or by the Board of Trustees.
Section 10. Executive Director
The Executive Director shall be appointed by the Board of Trustees and charged with the responsibility of managing the affairs of the Corporation on a day-to-day basis, subject to policy guidance of the Board of Trustees through the President and shall perform such other duties as from time to time may be assigned by the President, by the Vice President or by the Board of Trustees. The Executive Director shall be the custodian of the corporate records and of the seal of the Corporation, and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation is duly authorized in accordance with the provisions of these Bylaws.
Section 1. Contracts and Other Documents
The Board of Trustees, except as otherwise required by law, the Articles of incorporation, or these Bylaws, may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument or document in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Loans, Etc.
All checks, drafts, loans or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall be from time to time determined by the Board of Trustees. In the absence of such determination, such instruments shall be signed by the Treasurer upon express authority from the President or the Vice President of the Corporation, and with the signature of either such officer.
Section 3. Deposits
All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, investment management firms, or other depositories as the Board of Trustees may from time to time select.
Section 4. Gifts
The Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation. Determination of the appropriateness of any such item shall be made by the Board of Trustees on a case by case basis.
Books and Records
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Trustees, and shall keep at the registered office a record giving the names and addresses of the Board of Trustees. All books and records of the Corporation may be inspected by any of the Trustees or his their agents or attorneys for any proper purpose at any reasonable time.
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each calendar year.
Waiver of Notice
Whenever any notice whatever is required to be given under the provisions of these Bylaws or under the provision of the Articles of Incorporation or by the Non-profit Corporation Act of the District of Columbia, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Amendments to the Bylaws
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two ¬thirds vote of all the Board of Trustees at any regular or at any Special Meeting, provided at least two weeks' written notice is given to each member of the Board of Trustees of intention to alter, amend or repeal or to adopt new Bylaws at such meeting, and such notice shall also include a copy of the proposed alteration, amendment or repeal.