Revised by action of the Board of Trustees
August 25, 2004
ARTICLE I
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 man 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
geographic and land information systems, including such discipline
areas
as physical geography, landscape architecture, planning,
engineering, surveying,
cartography; photogrammetry, computer sciences, etc.
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
and private individuals, 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 systems.
3. Awards - to provide recognition for projects, research,
publications, teaching and individual achievements.
4. Research - to encourage basic and applied research
for the purpose of advancing the capabilities and benefits
of the disciplines
supporting
spatial information systems.
5. Internships - to foster on-the-job training and education
at end users, private companies, governments, and institutions
of
higher education.
6. Standards - to support the development and dissemination
of standards and other prerequisites for graphic and
non-graphic data exchange as
well as the technologies supported by the Corporation's
participating associations.
7. International Information Exchange - to support the
exchange of information concerning spatial Information
systems technologies
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,
and appropriate publications which in no way compete
with the member
organizations.
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 earned on
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).
Creation of Blanket Trusts for Protection of Foundation
Funds for Purposes Designated:
(a) 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 Individuals
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 existing and ongoing 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.
(b) 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, listed
herein: (1) Talbert Abrams Award Fund, (2) Robert E. Altenhofen Memorial
Scholarship Fund, (3) Brock Award Fund, (4) John I. Davidson Charitable
Annuity Trust, (5) William A. Fischer Memorial Scholarship Fund, (6)
ESRI Award Fund, (7) ESRI Scholarship Award Fund, (8) Ta Liang Memorial
Award Fund.
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.
Section 5. 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 6. 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 7. 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 8. 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 9. 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).
ARTICLE II
Offices
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.
ARTICLE III
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, if any, 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 Directors and submitted
to the
Secretary, provided
written notice is duly served on, sent by mail, or e-mailed
or faxed with a follow up confirmatory phone call, to each
Director not less than
two days before such meeting. Meetings may be held at any
time without notice if all the Directors 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 mail or facsimile or telegram to each Trustee
at his address as shown by the records of the Corporation.
If
mailed,
such notice shall
be deemed to be delivered when deposited in the United
States Mail in a sealed envelope so addressed, with postage
thereon prepaid.
If notice
be given by telegram, such notice shall be deemed to
be delivered
when the telegram is delivered to the telegraph company.
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,
provided,
that if
less than a majority 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. Manner of Acting
The act of a majority of the Trustees present at
a meeting 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 8. Vacancies
Vacancies shall be filled by majority vote of
the remaining members of the Board of Directors
for
the unexpired
term.
Section 9. 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 10. Resignations
A Director may resign by submitting a
signed statement to that effect to
the Secretary
of the Board of
Directors.
Section 11. 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 shall have the same force and effect
as
a unanimous vote.
Section 12. 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 13. Telephone Conference/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 ballot
vote at the discretion
of the President.
Passage
of mail ballot
votes shall be
as specified
in the
appropriate sections
of these Bylaws.
ARTICLE IV
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 Secretaries
or
one or more
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 a successor
shall have been duly elected and shall have qualified.
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.
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 his the duties and exercise
his
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; see
that all
notices are duly given in accordance with these Bylaws
or as required by law; be 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; 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.
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 or other depositories as shall be selected
in accordance with Article
V of these Bylaws; 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, 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.
ARTICLE V
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 or other depositories
as the
Board of Trustees or Executive Committee 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.
ARTICLE VI
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.
ARTICLE VII
Fiscal Year
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.
ARTICLE VIII
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.
ARTICLE IX
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.
