Code of ByLaws of COMTO Indiana Chapter

ARTICLE 1

Identification

Section 1.01 Name:  The name of the Corporation is COMTO Indiana Inc. hereinafter referred to as the “Corporation”.

Section 1.02 Current Member:  Current Members are those who have paid their year membership fees.

Section 1.03 Fiscal Year:  The fiscal year of Corporation shall begin at the beginning on the first day of January. In each year and end at the close on the last day of December.

ARTICLE 2

Meetings of Corporation

Section 2.01 Place of Meetings:  All meetings of members of the Corporation shall be held at such place, within or without of the State of Indiana, in person or via teleconference as may be specified in the respective notices or waivers of notice thereof.

Section 2.02   Annual Meeting:  The annual meeting of members for the purpose of electing directors and transacting such other business as may properly come before the meeting shall be set each year by resolution of the members.  Failure to hold the annual meeting shall not work any forfeiture or dissolution of the Corporation or affect the validity of any corporate action.

Section 2.03  Voting at Meetings:  Every current member shall have the right at all meetings of the Corporation to one vote.
 
Clause 2.031   Proxies:  A current member may vote, either in person or by proxy executed in writing.  No proxy shall be valid after eleven (11) months, unless a shorter or longer time is expressly provided in the appointment form.
   
Section 2.04  Participation in Meetings by Means of Conference or other Similar Communications Equipment:  Any Member may participate in an annual or any meeting of the Corporation by, or through the use of teleconference, or any other means of communication by which all members participating may simultaneously hear each other during the meeting. 

ARTICLE 3

Officers

Section 3.01 Number:  The officers of the Corporation shall consist of a President, Vice-President, Treasurer and Secretary. No member shall hold more than two offices during the same term. The offices of President, Vice President and Treasurer may not be held by the same individual during the same term.

Section 3.02  Election and Term of Office:  Current members shall elect officers biennially (every two years) in the month of June during the same year as the elections of the COMTO National Board. Each officer’s term shall be for a period of two (2) years form the date of the election. In accordance with COMTO National Bylaws, chapter member may serve no more than two (2) consecutive two (2) year terms as Chapter President. With the exception of the restrictions of the office of President, chapter officers may stand for re-election for unlimited multiple terms.

Section 3.03  Removal:  Any officer may be removed, either with or without cause, at any time, by a majority vote of the current members.

Section 3.04     Resignations:  An officer may resign at any time by delivering notice to the members or the Secretary of the Corporation.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date.  If a resignation is made effective at a later date and the Corporation accepts the future effective date, the current members may fill the pending vacancy before the effective date if the members provide that the successor does not take office until the effective date.

Section 3.05 The President:  The President shall have management responsibility for the operation of the Corporation, subject, however, to the control of the Members.

Section 3.06 The Vice President:  The Vice President shall perform all duties incumbent upon the President during any absence or disability of the President and shall have such powers and perform such duties as the Code of By-Laws provides or as members may, from time to time prescribe or delegated to him/her.

Section 3.07 The Secretary: The Secretary shall prepare or cause to be prepared the minutes of the meetings of the Corporation; shall see that all notices are duly given in accordance with the provisions of the Code of By-Laws and as required by law; shall be custodian and responsible for the authentication of the records; and, in general, shall perform all duties incident to the office of Secretary and such other duties and the Code of By-Laws provides or as may from time to time be assigned by the Members.

Section 3.08 The Treasurer: The Treasurer shall be the financial officer of the Corporation; shall have charge and custody of, and be responsible for, all funds of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Members; shall receive, and give receipts for, monies due and payable to the Corporation from any source whatsoever; and, in general, shall perform all duties incident to the office of Treasure and such other duties as the Code of By-Laws provides or as may, from time to time, be assigned by the Members.

Section 3.09  Delegation of Authority: In case of the absence of any officer of the Corporation, or for any reasons that the Members may deem sufficient, the Members may delegate the powers or duties of such officer to any other officer, for the time being, provided a majority of current Members concurs therein.

Section 3.10  Vacancies:   If an officer elected by the Chapter membership should decline to serve or become temporarily or permanently incapacitated, the office shall be declared vacant and shall be filled by a quorum of the membership until either (i) such member’s office term expires or (ii) such member is no longer incapacitated and can resume his or her duties in the office as elected.

Section 3.11  Nominating Committee: At least ninety (90) days prior to the election of Chapter officers, the Chapter President shall appoint a Nominating Committee. The Nominating Committee shall be responsible for preparing and submitting a slate of nominees for the offices of the Corporation for the purpose of election of Chapter officers to be held biennially in the month of June. Nominating Committee members may not be nominated for any office unless this restriction is waived by a quorum of the membership prior to the appointment of the Nominating Committee.

ARTICLE 4

Negotiable Instruments, Deeds and Contracts

Section 4.0   Execution of Negotiable Instruments:  All checks, drafts, bonds, bills of exchange and orders for the payment of money of the Corporation shall, unless otherwise directed by members, or unless otherwise required by laws, be signed by at least two of the following: The President, Vice President and Treasure, signing jointly or such other officers or employees as may be directed by the Members.

Section 4.02  Execution of Deeds, Contracts, Etc.:  All deeds and mortgages made by the Corporation and other material written contracts and agreements into which the Corporation enters other than transaction in the ordinary course of businesses shall, unless otherwise directed by the Members or required by law, be executed in the Name of COMTO Indiana Chapter with signatures from the President, Vice-President and Treasure.

ARTICLE 5

Amendments

Section 5.01 In General:  The powers to make, alter, amend or repeal this Code of By-Laws is vested in the current Members, but the affirmative vote of a majority of the number of directors in office at the time of such vote shall be necessary to effect any alteration, amendment or repeal of this Code of By-Laws.

ARTICLE 6

Quorum

Section 6.01 Quorum:     A quorum is defined as “Fifty percent (50%) of those members present being voting members, (including at least two of the four chapter officers)” Chapter officers are: President, Vice President, Secretary, and Treasurer.