Excelsior Institute of Business and Finance, Inc.
Constitution
Article I – Name, Area of Operation:
Section 1. This organization shall be called the Excelsior Institute of Business and Finance, Inc. (hereinafter “Institute”). This organization is an educational institution chartered and incorporated as a non-profit, tax exempt corporation organized under the laws of the State of Ohio.
Section 2. The Institute shall be a virtual organization with its area of operation throughout the World. The principal office of the Institute shall be located in Cincinnati in the State of Ohio of the United States of America.
Section 3. The Institute is responsible to the duly elected Board of Directors and is subject to all policies, procedures, rules and directives lawfully adopted.
Section 4. The Institute shall meet all legal requirements in the jurisdictions in which the Institute conducts business or is incorporated or registered.
Article II – Purpose:
Section 1. The Institute’s mission is to provide professional guidance and information, accessible to all, to maximize the success of America’s existing and emerging small businesses and to provide job acquisition assistance for those seeking employment.
Section 2. The Institute objectives are to:
1) Encourage and facilitate education, certification, professionalism, and ethics in business and finance practices;
2) Provide a forum for discussion and examination of problems, solutions, applications, and ideas related to business or finance;
3) Disseminate information regarding developments in business and finance within the primary area of operation of the Institute;
4) Develop a growing and committed membership of business and finance practitioners through providing a world-class forum on business and finance consulting;
5) Promote modern business and finance principles and techniques with governments, businesses, universities and professional associations;
6) Support and enhance business and finance professionalism by developing and providing quality programs based on the needs of business and finance practitioners;
7) Create and deliver educational programs that strengthen business and finance practitioner skills and support the Business and Finance Practitioner Certification Program;
8) Support and encourage the ongoing development of the Body of Knowledge in the areas of business and finance.
Article III – Membership:
Section 1. Membership in this organization is voluntary and shall be open to any person interested in furthering the purposes of the organization. Membership shall be open to all eligible persons without regard to race, creed, color, age, sex, marital status, national origin, religion, or physical or mental disability.
Section 2. All members in good standing may vote and hold office.
Section 3. Members shall be governed by and abide by the Constitution, Bylaws and the Code of Conduct and Ethics of the Institute, and all policies, procedures, rules and orders lawfully made thereunder.
Section 4. All members shall pay the required Institute membership dues (if any) and, in the event that a member resigns, membership dues shall not be refunded by the Institute.
Section 5. Membership in the Institute shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause.
Section 6. Members who fail to pay the required dues for one (1) month shall be delinquent and their names removed from the official membership list of the Institute. A delinquent member may be reinstated by payment in full of all unpaid dues for the Institute.
Section 7. Upon termination of membership in the Institute, the member shall forfeit any and all rights and privileges of membership.
Section 8. The membership database and listings provided to the Institute may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the Institute.
Article IV – Officers:
Section 1. The Institute shall have elected officers and the Chairman of the Board of Directors as defined in the Bylaws. All officers shall be members in good standing of the Institute. The officers will serve three-year terms of office. The terms of office shall be staggered and the initial terms of office shall be proportionally divided in one, two, and three year terms.
Section 2. The President shall be the chief executive officer of the Institute and shall perform such duties as are customary for chief executive officers, including making all required appointments with the approval of the Board.
Article V – Board of Directors:
Section 1. The Board of Directors shall consist of elected Officers, the Chairman of the Board, and 3 members of the Institute. The Board of Directors shall be solely responsible for the management of the affairs of the Institute. The roles and responsibilities of the Board of Directors shall be defined in the Institute Bylaws.
Section 2. The Board shall exercise all powers of the Institute, except as specifically prohibited by this Constitution and Bylaws, policies, and the laws of the jurisdiction in which the organization is incorporated and/or registered. The Board shall be authorized to adopt and publish such policies, procedures and rules as may be necessary and consistent with this Constitution and Bylaws and to exercise authority over all Institute business and funds.
Article VI – Nominations & Elections:
Section 1. The nomination and election of members of the Board of Directors shall be conducted annually in accordance with the Institute Bylaws. All voting members in good standing of the Institute shall have the right to vote in the annual election. Discrimination in election and nomination procedures on the basis of race, color, creed, gender, age, marital status, national origin, religion, physical or mental disability, or unlawful purpose is prohibited.
Section 2. Candidates who are elected shall take office on the first day of January following their election and shall hold office for the duration of their terms or until their successors have been elected and qualified.
Section 3. A Nominating Committee shall prepare a slate containing nominees for each Board position and shall determine the eligibility and willingness of each nominee to stand for election. Candidates for Board positions may also be nominated by petition process in accordance with the Bylaws. Elections shall be conducted by ballot to all voting members in good standing. The candidate who receives a majority or plurality of votes cast for each office shall be elected. Ballots shall be counted by the Nominating Committee or by tellers designated by the Board.
Section 4. No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee.
Section 5. Elections shall be held at the annual membership meeting.
Article VII – Committees:
Section 1. The Board may authorize the establishment of standing or temporary committees to advance the purposes of the Institute. Committees are responsible to the Board.
Article VIII – Finance:
Section 1. The fiscal year of the Institute shall be from 1 January to 31 December.
Section 2. Annual membership dues shall be set by the Board and communicated in accordance with policies and procedures established by the Board of Directors.
Section 3. The Board shall establish policies and procedures to govern the management of its finances and shall submit required tax filings to appropriate government authorities.
Section 4. All dues billings, collections and disbursements shall be performed by the duly elected Treasurer.
Section 5. The Institute shall bear the expenses of bonding and insuring Officers, Directors, and Trustees if bonding or insurance is required or deemed necessary.
Article IX – Board of Trustees:
Section 1. The Board of Directors may appoint a Board of Trustees to provide general advice and guidance on the programs undertaken by the Institute. The trustees shall have no legislative or managerial authority. Each trustee may be appointed for a term of not more than three years and shall not serve for more than two consecutive terms.
Article X – Annual Meeting of the Membership:
Section 1. An annual meeting of the membership shall be held at a date and location to be determined by the Board. Members may be allowed to participate in the meeting functions without limit through the use of the internet and any other means feasible and reliable to ensure the policies and procedures of the Institute are being adhered to.
Section 2. Notice of all annual and special meetings shall be sent by the Board to all members at least 45 days in advance of the meeting. Action at such meetings shall be limited to those agenda items contained in the notice of the meeting.
Section 3. A quorum at the annual meeting of the Institute shall be all members in good standing in attendance, including virtual attendance, and a majority of the Board.
Section 4. All meetings shall be conducted according to parliamentary procedures determined by Robert’s Rules of Order.
Article XI – Inurement and Conflict of Interest:
Section 1. No member of the Institute shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Institute, except as otherwise provided in this Constitution.
Section 2. No officer, director, appointed committee member or authorized representative of the Institute shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the Institute of actual and reasonable expenses incurred by an officer, director, committee member or authorized representative regarding attendance at Board meetings and other approved duties or activities.
Section 3. The Institute may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of the Institute and any corporation, partnership, association or other organization in which one or more of the Institute’s directors, officers, appointed committee members or authorized representatives are: directors or officers, have a financial interest in, or are employed by the other organization, provided the following conditions are met:
A. The facts regarding the relationship or interest as they relate to the contract or transaction are disclosed to the Board of Directors prior to commencement of any such contract or transaction;
B. The Board in good faith authorizes the contract or transaction by a majority vote of the directors who do not have an interest in the transaction or contract;
C. The contract or transaction is fair to the Institute and complies with the laws and regulations of the applicable jurisdiction in which the Institute is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the Board of Directors.
Section 4. All officers, directors, appointed committee members and authorized representatives of the Institute shall act in an independent manner consistent with their obligations to the Institute and applicable law, regardless of any other affiliations, memberships, or positions and shall hold the Institute harmless of all wrongful activities.
Section 5. All officers, directors, appointed committee members and authorized representatives shall disclose any interest or affiliation they may have with any entity or individual with which the Institute has entered, or may enter, into contracts, agreements or any other business transaction and shall refrain from voting on, or influencing the consideration of, such matters. See Exhibit A for a complete copy of the Code of Conduct and Ethics.
Article XII – Indemnification:
Section 1. In the event that any person who is or was an officer, director, committee member, or authorized representative of the Institute, acting in good faith and in a manner reasonably believed to be in the best interests of the Institute, has been made a party, or is threatened to be made a party, to any civil, criminal, administrative, or investigative action or proceeding (other than an action or proceeding by or in the right of the corporation), such representative may be indemnified against reasonable expenses and liabilities, including attorney fees, actually and reasonably incurred, judgments, fines and amounts paid in settlement in connection with such action or proceeding to the fullest extent permitted by the jurisdiction in which the organization is incorporated.
Section 2. Unless ordered by a court, discretionary indemnification of any representative shall be approved and granted only when consistent with the requirements of applicable law, and upon a determination that indemnification of the representative is proper in the circumstances because the representative has met the applicable standard of conduct required by law and in this Constitution.
Section 3. To the extent permitted by applicable law, the Institute may purchase and maintain liability insurance on behalf of any person who is or was a director, officer, employee, trustee, agent or authorized representative of the Institute, or is or was serving at the request of the Institute as a director, officer, employee, trustee, agent or representative of another corporation, domestic or foreign, non-profit or for-profit, partnership, joint venture, trust or other enterprise.
Article XIII- Amendments:
Section 1. This constitution may be amended by a two-thirds (2/3) vote of the voting membership in good standing voting by ballot returned within forty-five (45) days of the date by which members can reasonably be presumed to have received the ballot. Notice of proposed changes shall be sent in writing to the membership at least forty-five (45) days before such meeting or vote.
Section 2. Amendments may be proposed by the Board on its own initiative or upon petition by ten percent (10%) of the voting members in good standing addressed to the Board. All such proposed amendments shall be presented by the Board with or without recommendation.
Section 3. All amendments must generally be consistent with the Bylaws and the policies, procedures, rules and directives established by the Board of Directors, as well as with the Institute’s Charter unless the objective of the proposed amendment is to substantially change the bylaws, the policies, procedures, rules & directives established by the Board, or the Institute’s Charter.
Article XIV – Board Meetings:
1. Purpose – Regularly scheduled Board Meetings shall be scheduled by the Board to perform the leadership function of the Institute. This planning function shall provide focus on the identified Objectives of the Institute.
2. Time – The Board of Directors shall convene Board Meetings at least quarterly, with one Annual Meeting, the dates of which shall be set by the Board of Directors. The Annual Meeting shall be held in conjunction with the annual election of officers.
3. Location – The Board of Directors shall select the location of the Annual Meeting and announce the time, date, and location in a notice to all current members of the Institute in good standing as required by the Constitution.
4. Quorum – A quorum of the Board of Directors shall be greater than 50 percent of the Board of Directors, and is required for the transaction of all official business requiring a vote.
Article XV – Intellectual and Proprietary Property:
Section 1. The President shall have the authority and responsibility to prevent the unauthorized use of the Intellectual and Proprietary Property of the Institute in connection with any meeting or activity, which, in the President’s judgment, does not further the purposes of the Institute.
Section 2. Intellectual and Proprietary Property includes, but is not limited to, Names, Logos, Trademarks, Registrations, Copyrights, and Designs owned, registered, or that is otherwise the property of the Institute.
Article XVI – Dissolution:
Section 1. The Institute may dissolve for any reason if 2/3rds of the members in good standing vote to dissolve it. If that should happen, the Institute’s assets shall be dispersed to a charitable organization, or organizations, with a similar purpose as the Institute’s as designated by a majority of the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements.