INDSPRA BYLAWS

Bylaws of INDIANA SCHOOL PUBLIC RELATIONS ASSOCIATION, INC.

Article I. Name, Location, and Offices

These are the Bylaws of INDIANA SCHOOL PUBLIC RELATIONS ASSOCIATION, INC. (“corporation”) which was created on December 8, 2022. 

The principal office of the corporation in the state of Indiana shall be located in the county where the Board of Directors president resides and initially will be Lake County, IN. The corporation may have other offices, either within or outside of the state of Indiana, as the board of directors may determine or as the affairs of the corporation may require. 

The corporation shall have and maintain in the state of Indiana a registered office, and a registered agent as required by the Indiana Nonprofit corporation Act of 1991, Ind. Code § 23-17-1 et seq (“Act”). The registered office may be, but need not be, identical with the principal office in the state of Indiana, and the address of the registered office and agent may be changed from time to time by the board of directors.

Article II. Purposes and Members

Corporation is organized exclusively for charitable, educational, scientific, and literary purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code (“Code”), or the corresponding section of any future federal tax code. Corporation accepts and wishes to be governed by the IN Nonprofit Corporation Act of 1991 (“Act”) and avail Corporation of the rights, privileges, immunities, and franchises provided by Ind. Code 23-17. Corporation supports education by empowering school communication professionals to advance the education industry through school communications; serves Indiana public education leaders by promoting effective public relations practices, providing professional development and collateral support; provides programs, services, and exchanges to promote sound, ethical public relations performance in school relations programs; offers professional development; builds connections and resources to exchange information and ideas while growing school public relations; encourages, assists, and promotes development of effective IN school public relations. The corporation shall have the same powers as an individual to do all things necessary and convenient to carry out the corporation’s affairs including for the purposes and powers outlined in Ind. Code 23-17-4 and as set forth in the corporation’s bylaws. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the articles of incorporation, the Act, and Ind. Code § 23-17-4. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of its articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code, or the corresponding section of any future federal tax code. 

Membership shall be open to Indiana public school districts (i.e. political subdivisions) and each district may include persons employed within Indiana whose duties entail responsibility for the internal and external public relations program for the school districts. Membership is also open to non-profit education organizations who are not schools. Vendors and consultants are not eligible to be members. The exception would be for those consultants or vendors who were already members before March 2023. Members are considered in good standing if their annual fees are paid according to policies adopted by the Board of Directors and they abide by all provisions of policies adopted by corporation and/or National School Public Relations Association (“NSPRA”). Members in good standing are eligible to vote, participate in member meetings, and may serve as officers and/or on the board of directors, unless their membership type excludes voting and director positions. Membership in NSPRA is especially encouraged by corporation. Current membership levels are outlined in Exhibit A, annual dues are outlined in Exhibit B, and each may be revised annually by the board of directors. Annual meetings of the members shall be held, special meetings are allowed, and member meetings shall be governed by and follow Ind. Code § 23-17-10. Voting at member meetings shall be governed by and follow Ind. Code § 23-17-11. The rules contained in the current edition of Robert’s Rules of Order shall govern members meetings in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the members may adopt.

Article III. Executive Board

Section 1. Management, Duration, and General Powers. The affairs of the corporation shall be managed by its board of directors (also referred to as “Executive Board”) who will be selected and appointed by the members of the corporation. The corporation has perpetual duration and succession in the corporation's corporate name and has the same powers as an individual to do all things necessary or convenient to carry out the corporation's affairs, including the powers outlined inInd. Code § 23-17-4.

Section 2. Number, Tenure and Qualifications. The number of directors shall initially be three (3) and later not more than thirteen (13). Each director shall be selected by the members at the annual meeting of members, and hold office until September 1 or until a successor shall have been selected and qualified. Except for designated or appointed directors, the term of a director may not exceed two (2) years. Directors may be elected for successive terms. In the absence of resignation or removal, the maximum of all successive terms of a director is six (6) consecutive years. Following six consecutive years and then one year off, the member may be eligible again to serve as a director. An exception will be made if no other member is qualified or willing to assume the position of a director. Officers need to be members who are Indiana residents and current members of National School Public Relations Association. 75% of directors must be employed by an IN public school.

Section 3. Regular Meetings. A regular annual meeting of the board of directors shall be held without other notice than these bylaws, after, the annual meeting of the members. The board of directors may provide by resolution the time and place, either within or outside of the state of Indiana, for the holding of additional regular meetings of the board without other notice than the resolution.

Section 4. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The persons authorized to call special meetings of the board may fix any place, either within or outside of the state of Indiana, as the place for holding any special meeting of the board called by them.

Section 5. Notice. Notice of any special meeting of the board of directors shall be given at least two (2) business days previously by written notice delivered personally or sent by mail or electronically to each director at his or her 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 prepaid. If notice be given by electronic means, it shall be deemed to be delivered when the communication is sent successfully. Any director may waivenotice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director 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 the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

Section 6. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at the meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws. Directors shall follow the standards of conduct outlined in Ind. Code § 23-17-13

Section 8. Vacancies. Any director who fails to attend five (5) consecutive director meetings shall be declared vacant. Exceptions include if person is on sick leave or FMLA and then the other directors may choose to allot additional time to return and allocate another director cover the duties while the director is on leave. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by directors and may be based upon a recommendation from the members. A director selected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 9. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the board of directors, expenses of attendance, if any, may be allowed for attending each regular or special meeting of the board; but nothing contained here shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation allowed under the Code and the Act.

Section 10. Informal Action by Directors. Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting out the action so taken, shall be signed by all of the directors.

Section 11. Resignation. A director may resign at any time by delivering written notice to one (1) of the following: (1) The board of directors. (2) The presiding officer of the board of directors. (3) The president or secretary of the corporation. A resignation is effective when the notice is effective under Ind. Code § 23-17-28 unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date. 

Section 12. Removal. A director may be removed with or without cause by the vote of a majority of the directors then in office, unless a greater number is set forth in the articles of incorporation or amended bylaws.

Section 13. Robert Rules of Order. The rules contained in the current edition of Robert’s Rules of Order shall govern the meetings in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the directors may adopt.

Article IV. Officers

Section 1. Officers. The officers of the corporation shall be a president, one or more vice presidents (the number to be determined by the board of directors), a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of this article. The board of directors may elect or appoint the other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, to have the authority and perform the duties prescribed by the board of directors. Any two or more offices may be held by the same person.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the members at the regular annual meeting of the members. If the election of officers shall not be held at such meeting, it shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the board of directors. Each officer can hold office for two (2) years or until his or her successor shall have been elected and shall have qualified.

Section 3. Removal. Any officer elected or appointed by the board of directors may be removed by a majority vote of the board of directors whenever in its judgment the best interests of the corporation would be served by his or her removal, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

Section 5. President. The president shall be the principal executive officer of the corporation and shall in general supervise and control all business and affairs of the corporation. They shall preside at all meetings of the officers and of the board of directors. They may sign, with the secretary or any other proper officer of the corporation authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the board of directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general they shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors.

Section 6. Vice President. In the absence of the president or in event of his or her inability or refusal to act, the vice-president (or in the event there be more than one vice president, the vice presidents in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice president shall perform such other duties as may be assigned by the president or by the board of directors.

Section 7. Treasurer. If required by the board of directors or applicable laws, the treasurer may give a bond for the faithful discharge of their duties in such sum and with such surety as the board of directors shall determine. They 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, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of these bylaws; and in general perform all the duties incident to the office of treasurer and such other duties as may be assigned by the president or by the board of directors. 

Section 8. Secretary. The secretary shall keep the minutes of the meetings of the officers and of the board of directors in books provided for that purpose; see that all notices are given in accordance with the provisions of 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 under its seal is authorized in accordance with the provisions of these bylaws; keep a register of the post office address of each officer which shall be furnished to the secretary by that officer; and in general perform all duties incident to the office of secretary and such other duties may be assigned by the president or by the board of directors.

Section 9. Assistant Treasurers and Assistant Secretaries. If required by the board of directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The assistant treasurers and assistant secretaries, in general, shall perform the duties assigned to them by the treasurer or the secretary or by the president or the board of directors.

Section 10. Additional responsibilities. Additional roles of the officers are outlined in Exhibit C and may be established or modified by the board of directors at its annual meeting. 

Article V. Committees

Section 1. Committees of Directors. The board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each chairperson of which shall consist of one director, which committees, to the extent provided in the resolution, shall have and exercise the authority of the board of directors in the management of the corporation;  provided, however, that no such committee shall have the authority of the board of directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any such committee or any director or officer of the corporation; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by the committee. The appointment of any such committee and the delegation of authority shall not operate to relieve the board of directors of any responsibility imposed upon it by law.

Section 2. Other Committees. Other committees not having and exercising the authority of the board of directors in the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in the resolution, presiding members of each such committee shall be officers or directors of the corporation, and the president of the corporation shall appoint the members of the committees who may be individuals who are not officers or directors. Any member may be removed by the persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.

Section 3. Term of Office. Each member of a committee shall continue as a member until the next annual meeting of the members of the corporation and until his or her successor is appointed, unless the committee shall be terminated sooner, or unless the member be removed from the committee, or unless the member shall cease to qualify as a member of the committee. 

Section 4. Chair. One member of each committee shall be appointed chair by the person or persons authorized to appoint the members of the committee. 

Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. 

Section 6. Quorum. Unless otherwise provided in the resolution of the board of directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules. Each committee may make decisions for its own programs not inconsistent with these bylaws or with protocols adopted by the board of directors. 

Section 8. Regional Coordinator. Regional Coordinators and the geographical areas they represent may be appointed by the president following review of the directors. Terms will be for two (2) years, and reappointment is permitted following director approval. Regional Coordinators are expected to attend select director meetings and may be removed if director meeting attendance does not occur at least once per fiscal year.

Article VI. Contracts, Checks, Deposits and Funds

Section 1. Contracts. The board of directors 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 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, Negotiable Instruments, etc. All checks, drafts, negotiable instruments, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by those officers or agents of the corporation and in a manner as shall be determined by resolution of the board of directors.

Section 3. Deposits. All funds of the corporation shall be deposited to the credit of the corporation in a federally insured or state insured financial institution with branches in Indiana and as the board of directors may select.

Section 4. Gifts. The board of directors may accept on behalf of the corporation any donation, contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

Section 5. Loans. The board of directors shall have full power and authority following a majority affirmative vote of the directors present when the act is taken to borrow money whenever in the discretion of the board the exercise of the power is required in the general interests of this corporation and in such case the board of directors may authorize the proper officers of this corporation to make, execute and deliver in the name and behalf of this corporation such notes, bonds, and other evidence of indebtedness as the board shall deem proper, and the board shall have full power to mortgage the property of this corporation as security for such indebtedness, and no action on the part of the officers of this corporation shall be requisite to the validity of any such note, bond, evidence of indebtedness or mortgage. 

Section 6. Insurance. The corporation shall purchase and maintain insurance on behalf of an individual who is or was: (1) a director; (2) an officer; (3) an employee or agent of the corporation; or (4) while a director, an officer, an employee, or an agent of the corporation, is or was serving at the request of the corporation as a director, an officer, a member, a manager, a partner, a trustee, an employee, or an agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise; against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, an officer, an employee, or an agent, whether or not the corporation would have power to indemnify the individual against the same liability under Ind. Code § 23-17-16-8 or 23-17-16-9.

Article VII. Books and Records

The corporation shall keep records as required under Ind. Code § 23-17-27-1. The corporation shall also keep correct and complete books and records of account and shall also keep minutes of the proceedings of its officers, board of directors, and committees having any of the authority of the board of directors, and shall keep at the registered or principal office a record giving the names and addresses of the officers entitled to vote. All books and records of the corporation may be inspected by any director, officer, or its legal representative for any proper purpose at any reasonable time.

Article VIII. Fiscal Year 

The fiscal year of the corporation shall begin on the first day of September and end on the last day of August in each year.

Article IX. Trademark

The board of directors may create a corporate trademark, shall contain the name of the corporation and the words “INDIANA SCHOOL PUBLIC RELATIONS ASSOCIATION, INC.” 

Article X. Waiver of Notice

Whenever any notice is required to be given under the provisions of the Act or under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver in writing signed by the persons entitled to the notice, whether before or after the time stated there, shall be deemed equivalent to the giving of notice.

Article XI. Amendments to Bylaws

These bylaws may be altered, amended or repealed and new bylaws may be adopted by 2/3 of the members present at any regular meeting or at any special meeting or voting via digital ballot, if at least two (2) business days’ written notice is given of intention to alter, amend or repeal or to adopt new bylaws at the meeting. All proposed amendments shall be submitted to the Executive Board of the NSPRA before they become effective.

Article XII. Indemnification

If an individual is made a party to a proceeding because the individual is or was a director, a corporation will indemnify the individual against liability incurred in the proceeding if: 

(a) (1) the individual's conduct was in good faith; and (2) the individual reasonably believed: 
(A) in the case of conduct in the individual's official capacity with the corporation, the individual's conduct was in the corporation's best interests; and (B) in all other cases, that the individual's conduct was at least not opposed to the corporation's best interests; and (3) in the case of any criminal proceeding, the individual: (A) had reasonable cause to believe the individual's conduct was lawful; or (B) had no reasonable cause to believe the individual's conduct was unlawful.

(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of this article.

(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not determinative that a director did not meet the standard of conduct described in this section.

The corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of a proceeding to which the director was a party, because the director is or was a director of the corporation, against reasonable expenses actually incurred by the director in connection with the proceeding. A corporation will pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if the events outlined in Ind. Code § 23-17-16-10 occur.

Article XIII. Dissolution

The corporation's board of directors may propose dissolution as set forth in Ind. Code § 23-17-22-2. The dissolved corporation continues the corporation's corporate existence but may not carry on activities except those appropriate to wind up and liquidate the corporation's affairs, as outlined in Ind. Code § 23-17-22-5.

Permitted activities following dissolution shall be based upon Ind. Code 23-17-22-5 and in compliance with the Internal Revenue Code (“Code”). Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article XIV. Definitions

All capitalized terms used in these Bylaws that are not otherwise defined in the Articles hereof shall have the meanings ascribed to them in the Act, unless the context in which the same are used shall otherwise.

Article XV. Conflict of Interest Policy

Section I. Purpose. The purpose of the conflict of interest policy is to protect this tax-exempt organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. 

Section II. Definitions.

1. Interested Person. Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: a. An ownership or investment interest in any entity with which the corporation has a transaction or arrangement, b. A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section III. 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section III. Procedures.

1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, they shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 

3. Procedures for Addressing the Conflict of Interest.

a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. 

4. Violations of the Conflicts of Interest Policy.

a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section IV. Records of Proceedings. The minutes of the governing board and all committees with board delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. 

Section V. Compensation. a. A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation. b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation. c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section VI. Annual Statements. Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: a. Has received a copy of the conflicts of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section VII. Periodic Reviews. To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. 

Section VIII. Use of Outside Experts. When conducting the periodic reviews as provided for in Section VII, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

We, the initial founders, directors, and officers of the corporation, adopt and approve the foregoing bylaws as of day of March, 2023.

Brooke Allen, President

Melissa Deavers-Lowie, Vice President

Susan Haynes, Treasurer

Brad Meadows, Secretary

Exhibit A: Membership Levels adopted by the Executive Board
as of January 1, 2023

Levels of Membership:

1. Professional membership may be held by anyone who is employed or contracted in education whose job in an Indiana public school (school must be a political subdivision) has responsibilities that involve communication, promotion and/or its support, including, but not limited to public relations professionals, administrators, board members, educators, school support staff and consultants. Professional members in good standing have voting rights and may serve on the Executive Board.
2. Institutional membership is available to any Indiana school district who is a political subdivision or nonprofit organization with employees who hold a professional position in educational public relations, communication, or marketing. Institutional membership shall provide membership for up to three employees of an organization. Institutional members shall have the right to vote and may serve on the Executive Board.
3. Retired membership is available to anyone who has been an active member of corporation for at least five years and who is no longer providing public relations services to schools. Retired members cannot vote and may not serve on the Executive Board, but may participate in any committee and all corporation offerings. 

Executive Board complimentary memberships:

1. Life membership may be awarded to an individual who has had a long and significant impact on the corporation. Life members cannot vote or serve on the Executive Board. 
2. Honorary membership may be awarded to a prominent, local, state, or national official who has had a significant impact on education in Indiana and/or the nation. Honorary members cannot vote or serve on the Executive Board.

Exhibit B: Annual Dues adopted by the Executive Board
as of January 1, 2023

Annual membership dues are established by directors following the annual meeting of the members. Membership in corporation operates on a September 1 to August 31 time period. 

Annual membership dues are currently $175 for institutional, $100 for professional, and $75 for retirees.

Exhibit C: Additional Responsibilities adopted by the Executive Board
as of January 1, 2023

President

1. Shall preside at meetings of the members and directors using Robert's Rules of Order.
2. Shall appoint chairs of standing and special committees
3. Shall approve selection of committee members made by chairpersons
4. Upon completion of the term, becomes “Immediate Past President” and chairs program committee.
5. Submit annually required financial reports, as prepared by the Treasurer, and membership data to NSPRA business manager by October 31.

Vice President

1. Shall perform duties of the President in the event of the inability or unavailability of the President to act.
2. Shall also be in charge of:
   a. Membership recruitment,
   b. Compiling a state directory,
   c. Procuring professional development articles for the distribution, and
   d. Regional coordinator management

Secretary

1. Shall also be in charge of:
   a. Keeping records of meetings,
   b. Assisting in handling corporation correspondence, and
   c. Seeing a newsletter is distributed regularly

Treasurer

1. Shall be appointed annually by the directors.
2. Shall also be in charge of:
   a. Keeping records of funds,
   b. Providing financial statements annually to the membership,
   c. Disbursing corporation funds as approved by the directors, and
   d. Preparing an annual budget for director approval at the annual director’s meeting
   e. Preparing annually required financial reports for submission to NSPRA by the President.