Bylaws
AMENDED
BYLAWS
OF
OKLAHOMA CITY ESTATE PLANNING COUNCIL, INC.
ARTICLE I
MEMBERS
1.1 Initial Members. The initial Active Members and Honorary Members of this corporation (hereafter this "Corporation") shall be the Active Members and Honorary Members of the Oklahoma City Estate Planning Council, an unincorporated association, on the date the Certificate of Incorporation of this Corporation are filed with the Secretary of State of the State of Oklahoma.
1.2 Additional Members. Upon application to the Secretary setting forth the applicant's name, title, company, business and residence address, together with payment of the initial membership fee and upon nomination by two or more Active Members, additional Active Members shall be admitted to this Corporation by a majority vote of the Board of Directors for such period of time as the Board of Directors shall determine. Upon nomination by two or more Active Members, additional Honorary members shall be admitted to this Corporation by a majority vote of the Board of Directors for such period of time as the Board of Directors shall determine. Any member charged with conduct unbecoming a member of this Corporation, and against whom such charges are sustained, after due and proper hearing before the Board of Directors, may be expelled from membership by a two‑thirds (2/3) vote of the Board of Directors. A membership shall be either an Active Membership or an Honorary Membership as set forth below:
(a) An Active Membership of this Corporation shall consist of men and women who are engaged in the practice of estate planning within the territorial limits of the State of Oklahoma. Any Active Member being two months delinquent in the payment of annual dues shall automatically stand suspended. Such Active Member, upon payment of all delinquent dues, may, by, a majority vote of the Board of Directors, be reinstated.
(b) An Honorary Membership of this Corporation shall consist of any man or woman who has performed distinguished public service in the field of estate planning. An Honorary Member shall pay no annual membership dues, and shall be entitled to all privileges of this Corporation for such period of time as the Board of Directors shall determine.
1.3 Non‑assignability. Membership or any interest in this Corporation shall not be assignable by a member, nor shall membership or any interest in this Corporation pass to any personal representative, heir, devisee or legatee of any deceased member. No member, as such, shall have any vested rights in any of the assets of this Corporation. Membership of any member shall cease upon the member's death or resignation, or as provided in Section 1.2.
1.4 Place of Meetings. Any meeting (whether annual, regular or adjourned) of the members of this Corporation may be held at any place within or without the State of Oklahoma which has been designated therefor by the Board of Directors.
1.5 Annual Meetings. An Annual meeting of the members shall be held in connection with the last regular meeting of each fiscal year at the date and place determined by the Board of Directors. Not less than three (3) days' notice of the time and place of the annual meeting shall be given to each member by mail, e-mail, facsimile or similar means of communication. At such annual meeting directors of this Corporation shall be elected to serve for the ensuing one (1) year and until their successors are elected and qualified.
1.6 Regular Meetings. Regular meetings of the members may be called on such date and at such time and place as shall be determined by the Board of Directors. Not less than three (3) days' notice of regular meetings of members shall be given to each member by mail, e-mail, facsimile or similar means of communication.
1.7 Quorum, Voting and Proxies. At all meetings of the members (whether annual, regular or adjourned), the presence in person or by proxy in writing of one‑third of the members shall constitute a quorum for the transaction of business. Unless otherwise specified herein, every act or decision done or made by a majority of the members present at a meeting duly held at which a quorum is present shall be the act of the members. All proxies shall be in writing subscribed by the party entitled to vote, or by his duly authorized attorney, and no such proxy shall be valid or confer any right or authority to vote or act thereunder unless such proxy has been offered for filing to, and left with, the Secretary of this Corporation prior to the meeting at which the same is to be used; provided that in case any meeting of members whatsoever (whether annual, regular or adjourned) shall have been for any cause adjourned, proxies shall be valid and may be used at such adjourned meeting, which have been offered for filing to, and left with, the Secretary of this Corporation prior to the date upon which such adjourned meeting shall be in fact held. No proxy shall be valid after the expiration of one (1) year from the date of its execution, unless the member executing it specified therein the length of time for which such proxy is to continue in force.
1.8 Adjournments. Any business which might be done at an annual meeting of the members may be done at a regular or at an adjourned meeting. If no quorum be present at any meeting whatsoever of the members (whether annual, regular or adjourned), such meeting may be adjourned by those present from day to day, or from time to time, until such quorum be obtained, such adjournment and the reasons therefor being recorded in the minutes of proceedings of the members, and no notice whatsoever need be given of any such adjourned meeting, unless the adjournment be for thirty (30) days or more, in which case a new notice must be given as in the case of a meeting originally called.
1.9 Waiver and Consent. The transactions of any meeting of members, however called or noticed shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, either in person or by proxy, and if either before or after the meeting, each of the members, not present in person or by proxy, sign a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof.
1.10 Consent in Lieu of Meeting. Any action which may be taken at a meeting of the members may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken, shall be signed by members of this Corporation having not less than the minimum number of votes necessary to authorize or to take such action at a meeting at which all members entitled to vote thereon were present and voted, and such consent shall be filed with the Secretary and made a part of the records of this Corporation.
ARTICLE II
DIRECTORS
2.1 Number. The number of directors of this Corporation shall be eight (8). The authorized number of directors of this Corporation may be changed by an amendment to these Bylaws duly adopted by the members.
2.2 Election. The directors named in the Certificate of Incorporation of this Corporation shall hold office until the next annual meeting of the members or until their successors are elected, either at an annual meeting or at a regular meeting of the members. At a regular meeting of the members, at least one (1) month prior to the date of the annual meeting, the President shall appoint three (3) persons to serve as the Committee on Nominations and Elections. Such Committee on Nominations and Elections shall receive and prepare nominations and shall have general charge of the election of the directors. Only Active Members in good standing may vote and only Active Members in good standing may be elected directors. Two (2) directors shall be elected who are attorneys; two (2) shall be elected who are certified public accountants; two (2) shall be elected who are trust officers; and two (2) shall be elected who are chartered life underwriters, or who were members in 1973‑1974 and are life insurance salesmen, or who are chartered financial consultants or who are certified financial planners. The nominee receiving the highest number of votes shall be declared elected.
2.3 Terms. Subject to the foregoing, the directors shall be elected each year at an annual or a regular meeting of the members. Their terms of office shall begin immediately after election and shall continue for one (1) year or until such earlier or later time as their successors are elected and shall have qualified. At all elections or votes had for this purpose, there must be present in person not less than one‑third of the members entitled to vote and every person acting therein in person must be a bona fide member of and in good standing with this Corporation.
2.4 Quorum. Except as herein otherwise specifically provided, a majority of the authorized number of directors shall constitute a quorum of the Board of Directors for the transaction of business. Unless otherwise specified herein, every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors; provided that a majority of the Board of Directors in the absence of a quorum may adjourn any meeting of the Board of Directors from day to day, but may not transact any business except the filling of vacancies in the Board of Directors in the manner prescribed in these Bylaws.
2.5 Compensation. Directors (as such) shall not receive any fixed salary for their services, but may receive a reasonable allowance for personal services actually rendered; provided that nothing herein contained shall be construed to preclude any director from serving this Corporation in any other capacity and receiving compensation therefor.
2.6 Vacancies. Any vacancy or vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so chosen shall hold office until his successor is elected at an annual or regular meeting of the members. A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any director or if the authorized number of directors be increased or if the members fail at any annual, regular, or adjourned meeting of members to elect the full authorized number of directors to be voted for at the meeting.
2.7 Powers and Duties. Subject to limitations contained in the Certificate of Incorporation of this Corporation and restrictions imposed by the laws of Oklahoma, all corporate powers shall be exercised by or under the authority of, and the business and affairs of this Corporation shall be controlled by the Board of Directors. Without prejudice to such general powers but subject to the limitations herein set forth, the Board of Directors shall have the power:
(a) To elect and remove at any time and for any reason all of the officers, agents and employees of this Corporation, prescribe such duties for them as are not inconsistent with applicable law and these Bylaws, fix the terms of their offices and their compensation and, in the discretion of the Board of Directors, require from them security for faithful service.
(b) To appoint an executive committee, or any other committee, deemed to be necessary and helpful, but any committee so appointed shall always be subject to the control of the Board of Directors; provided that the members of any executive committee shall include two (2) or more directors.
(c) To disburse the principal or the income of the property of this Corporation to promote the professionalism of estate planning in accordance with the stated purposes of this Corporation, and generally to conduct, manage and control the affairs and business of this Corporation, and to make such rules and regulations therefor, not inconsistent with applicable law and these Bylaws, as the Board of Directors may deem advisable.
(d) To fix, from time to time, the office of this Corporation, and to designate from time to time any place or places where meetings of the members or directors of this Corporation shall or may be held; to adopt, make and use a corporate seal, and to alter the form of such seal, from time to time, as the Board of Directors may deem advisable.
(e) From time to time or at any time, subject to the power of the Active Members to adopt, amend or repeal Bylaws, to adopt, amend or repeal Bylaws other than a By‑Law changing the authorized number of directors.
(f) Generally to do and perform every act and thing whatsoever that may pertain to the office of a director or to a Board of Directors of a nonprofit organization.
ARTICLE III
MEETINGS OF DIRECTORS
3.1 Place of Meetings. Notwithstanding anything to the contrary contained herein, any meeting (whether annual, regular or adjourned) of the Board of Directors of this Corporation may be held at any place within or without the State of Oklahoma which has been theretofore designated for that purpose by the President, resolution of the Board of Directors or by the written consent of all directors.
3.2 Annual Meetings. Annual meetings of the Board of Directors, of which no notice need be given, shall be held at such time and at such place as may be designated as the time for annual meetings of the Board of Directors.
3.3 Regular Meetings. Regular meetings of the Board of Directors may be called at any time by order of the President or of any Vice President or of two (2) or more of the directors.
3.4 Notice of Regular Meetings. Notice of the time and place of all regular meetings of the Board of Directors shall be given to each director by mail, e-mail, facsimile or similar means of communication at least twenty‑four (24) hours before the time fixed for holding such meeting. Each director shall register his address with the Secretary and notice of meetings given as hereinabove provided, to such address shall be valid notice of such meeting.
3.5 Waiver and Consent. The transactions of any meeting of directors, however called or noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if either before or after the meeting, each of the directors not present sign a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof.
3.6 Business at a Regular or Adjourned Meeting. Any business which might be conducted at an annual meeting of the Board of Directors may be conducted at a regular or at an adjourned meeting of the Board of Directors.
3.7 Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee, as the case may be.
ARTICLE IV
OFFICERS
4.1 Election and Qualifications. The officers of this Corporation shall consist of a President, Vice President, Secretary and Treasurer. The officers shall be four (4) of the eight (8) elected directors and shall be elected in the same manner as directors are elected. At a regular meeting of the members, at least one (1) month prior to the date of the annual meeting, the President shall appoint a committee of three (3) persons, to be known as the Committee on Nominations and Elections. Such Committee on Nominations and Elections shall receive and prepare nominations, and shall have general charge of the election of the officers. Only Active Members in good standing may vote and only Active Members in good standing may be elected officers. One (1) officer shall be elected who is an attorney; one (1) shall be elected who is a certified public accountant; one (1) shall be elected who is a trust officer; and one (1) shall be elected who is a chartered life underwriter, or who was a member in‑1973‑1974 and is a life insurance salesman, or who are chartered financial consultants, or who are certified financial planners. The nominee for each office receiving the highest number of votes shall be declared elected. The same person may not be chosen for and hold any of two (2) or more of such offices. The Board of Directors, if it deems advisable, may elect at any time a Chairman of the Board, and additional Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers with such powers as the Board shall from time to time prescribe.
4.2 Terms. Subject to the foregoing, the officers shall be elected every year at an annual or a regular meeting of the members. Their terms of office shall begin immediately after election and shall continue for one (1) year or until such earlier or later time as their successors are elected and shall have qualified. If other than a one (1) year term is open at the annual or regular meeting, the person elected to such position will complete the remaining term. At all elections or votes had for this purpose, there must be present in person one‑third of the members entitled to vote and every person acting therein in person must be a bona fide member of and in good standing with this Corporation.
4.3 Compensation. Officers (as such) shall not receive any fixed salary for their services, but may receive a reasonable allowance for personal services actually rendered; provided, that nothing herein contained shall be construed to preclude any officer from serving this Corporation in any other capacity and receiving compensation therefor.
4.4 Powers and Duties of President. The powers and duties of the President shall be:
(a) To preside at all meetings of this Corporation and at all meetings of the Board of Directors and to inform such directors and all officers of their respective informal duties.
(b) To generally manage the affairs of this Corporation.
(c) To call such regular meetings of the Board of Directors, to be held at such times and places as the President shall deem advisable.
(d) To create special or standing committees and to appoint persons to serve as members of such committees.
(e) To affix the signature of this Corporation to all deeds, conveyances, mortgages, leases, obligations, bonds, certificates and other papers and instruments in writing that may require the same, and to supervise and control, subject to the advice of the Board of Directors, all of the officers, agents and employees of this Corporation.
4.5 Powers and Duties of Vice President. In case of the absence, disability or death of the President, the Vice President shall take his place and perform his duties. The Vice President shall be in charge of programs for this Corporation. The Vice President of this Corporation shall have such other powers and perform such other duties as may be granted or prescribed by the President or the Board of Directors.
4.6 Powers and Duties of Secretary. The powers and duties of the Secretary shall be:
(a) To keep full and complete records of membership, attendance and minutes of the meetings of the Board of Directors and of the meetings of the members.
(b) To keep the seal of this Corporation and to affix the same to all instruments which may require it.
(c) To make service and publication of all notices that may be necessary or proper, and without command or direction from anyone. In case of the absence, inability, refusal or neglect of the Secretary to make service or publication of any notice, then such notice may be served and published by the President or the Vice President, or by any person thereunto authorized by either of them, by the Board of Directors or by a vote of the members.
(d) Generally to do and perform all such duties as pertain to his office and as may be required by the President or the Board of Directors.
4.7 Powers and Duties of Treasurer. The powers and duties of the Treasurer shall be:
(a) To receive all money belonging to or paid into this Corporation and give receipts therefor as shall be required, and to deposit such money, as directed by the Board of Directors, with one or more solvent and reputable bank or banks to be designated by the Board of Directors, and to keep full and complete records of the funds received and disbursements thereof.
(b) To disburse funds on the order of the Board of Directors and shall sign or countersign all checks.
(c) To maintain the financial books and records of this Corporation, which shall at all times be open to the inspection of the President, the Board of Directors, and any authorized auditors.
(d) To submit an annual report at the annual meeting of this Corporation and at such other times as the President or the Board of Directors may require. The Treasurer shall submit all bills to the Board of Directors for approval.
(e) Generally to do and perform all such duties as pertain to his office and as may be required by the President of the Board of Directors.
ARTICLE V
OTHER PROVISIONS
5.1 Annual Accounting. The directors shall render an account annually to the members with respect to the following matters:
a. The gross income for the year;
- The expenses incurred during the year;
- The disbursements during the year;
- A balance sheet showing assets,liabilities and capital as of the end of the year.
5.3 Amendment to Bylaws. These Bylaws may be amended by repeal and new and additional Bylaws may be made from time to time and at any time by a majority vote of the Active Members present at any meeting of the members of this Corporation, provided written notice of the meeting and of the proposed amendment shall have been given all Active Members at least one (l) week prior to the meeting of such members. Subject to the right of such members to amend or repeal the Bylaws, these Bylaws, other than a Bylaw changing the authorized number of directors, may be amended or repealed by the Board of Directors in the exercise of the power granted to such Board of Directors in the Certificate of Incorporation and in Article II, Section 2.7(e) of these Bylaws.
5.4 Instruments in Writing. All checks, drafts, demands for money and notes of this Corporation, and all written contracts of this Corporation shall be signed by such officer or officers, agent or agents, as the Board of Directors may from time to time by resolution designate. No officer, agent or employee of this Corporation shall have power to bind this Corporation by contract or otherwise unless authorized to do so by the Board of Directors.
ARTICLE VI
REVENUE
6.1 Annual Dues. The annual dues of Active Members shall be determined by the Board of Directors at their annual meeting.
6.2 Initial Membership Fee. The initial membership fee for each Active Member shall be determined by the Board of Directors at their annual meeting.
6.3 Other Revenue. Revenue from sources other than dues may be raised as recommended by the Board of Directors and approved by the members.
ARTICLE VII
FINANCE
7.1 Fiscal Year. The fiscal year of the Corporation shall be the twelve (12) month period ending on the last day of June of each year.
7.2 Annual Budget. Not later than the 15th day of September, a budget of estimated income and expenditures for the fiscal year shall be adopted by the Board of Directors.
7.3 Depository. The Board of Directors shall determine the official depository or depositories for funds of this Corporation.
7.4 Signing of Checks. In case of the inability of persons designated to sign checks to perform their functions, the Board of Directors shall designate those who shall act as substitutes.
ARTICLE VIII
RULES OF ORDER
8.1 Parliamentary Authority. "Robert's Rules of Order" shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws.
ARTICLE IX
ACCOUNTING FOR FUNDS
9.1 Right to Accept or Reject Funds. This Corporation shall receive all money and other property distributed to it for its exempt purposes which are in accordance with the provisions of its Certificate of Incorporation and of these Bylaws, as determined by the Board of Directors. However, nothing contained herein shall require the Board of Directors to accept or receive any money or property of any kind if it shall determine in its discretion, that receipt of such money or property is contrary to the public interest or the interest of this corporation or is undesirable for any other reason.
9.2 Compliance with Restrictions. This Corporation may hold or disburse any funds received by it from any source but in holding or disbursing such funds, shall be bound by the terms and conditions, if any, under which such funds were given to this Corporation if consistent with the purposes and aims of the Corporation.
9.3 Approval for Disbursements. No corporate disbursement shall be made except upon the approval of the Board of Directors. However, the directors shall have the authority to appropriate specific sums to specific corporate purposes and to authorize a particular director, or a specific officer or employee of this Corporation to apply funds so appropriated, from time to time, to the specific purpose or purposes for which such general appropriation is made. The restrictions herein contained shall not apply to disbursements made for the purpose of meeting the operating expenses of this Corporation.
9.4 Consideration for Disbursements. Except as funds are applied to the expenses of the normal operation of this Corporation, no funds or property of this Corporation shall be disbursed unless an adequate and full consideration is received therefor.
9.5 Dissolution. Upon the dissolution of this Corporation, the Board of Directors of this Corporation shall, after paying or making provision for the payment of all of the liabilites of this Corporation, dispose all of the assets of this Corporation: (a) in a manner which is consistent with the purposes of this Corporation; or (b) to one or more organizations which shall qualify as an exempt organization or organizations under Code Section 501(c)(3) or Code Section 501(c)(6); in either case as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the District Court of Oklahoma County, Oklahoma, in a manner which is consistent with the purposes of this Corporation, or to such organization or organizations as such District Court shall determine, which qualify as an exempt organization or organizations under Code Section 501(c)(3) or Code Section 501(c)(6).
CERTIFICATE OF SECRETARY
The undersigned hereby certifies:
- That I am the duly elected and acting Secretary of Oklahoma City Estate Planning Council, Inc. ("Corporation"), an Oklahoma corporation;
- That the foregoing Amended Bylaws comprising ten (10) pages constitute the Amended Bylaws of the Corporation as duly adopted at a Meeting of the Board of Directors held on July 22, 2014.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the corporation this 22nd day of July, 2014.
/s/ Don E. Wiechmann
Don E. Wiechmann, Secretary
