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Section 1. Principal Office. The principal office of Idaho Juvenile Justice Association, Inc., an Idaho nonprofit corporation (“Corporation”), shall be located at P.O. Box 6430, Boise, Idaho 83707. The Corporation may have such other offices as the Board of Directors may designate or as the business of the Corporation may require from time to time.

Section 2. Registered Office. The registered office of the Corporation required by the Idaho Nonprofit Corporation Act, Chapter 3, Title 30, Idaho Code (“Act”), to be maintained in the State of Idaho shall be located at, P.O. Box 6430, Boise, Idaho, 83707 and may be changed from time to time by the Board of Directors.

Section 1. Admission to Membership. Any person shall be admitted as a member of the Corporation upon payment of the annual dues set by the Board of Directors. Each person’s membership shall expire on April 30 of said calendar year. Conditions of membership and procedures for the suspension or termination of a membership by the Corporation may be established from time to time by the Board of Directors and recorded in the minutes of the proceedings of the Board of Directors.

Section 2. Annual Meeting. The annual meeting of the members shall be held at the yearly conference of the Corporation on a date set by the Board of Directors.

Section 3. Special Meetings. The President or the Board of Directors may call special meetings of the members for any purpose or purposes. The President shall call a special meeting of the members upon the written request of members having at least one-tenth (1/10) of the votes entitled to be cast at such meeting.

Section 4. Place of Meeting. Meetings of the members shall be held at the principal office of the Corporation; provided, however, that the President or the Board of Directors may designate any other place as the place of meeting for any annual or special meeting.

Section 5. Notice of Meeting. It shall not be necessary for notice of annual or regular meetings to be given to each member entitled to vote at such meeting. The Secretary, President or members of the Board of Directors shall endeavor to give notice to as many members as reasonable practicable by positing meeting dates on the IJJA website, https://www.ijja.us.

Section 6. Waiver of Notice. Whenever any notice is required to be given to any member under the provisions of the Act or under the provisions of the Articles of Incorporation of the Corporation (“Articles”) or these Bylaws, 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.

Section 7. Officers of the Members Meeting. The presiding officer at members meetings shall be the President of the Corporation or, in the absence of the President, the President Elect or Vice President, in that order, or, in the absence of the President and both President Elect and Vice Presidents, a chairperson elected by the members present at the meeting. The Secretary of the Corporation or, in the absence of the Secretary, any person appointed by the presiding officer of the meeting, shall act as secretary of a members meeting.

Section 8. Quorum and Voting Requirements. One-tenth (1/10) of the members entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members. The members present at a duly organized and convened meeting where a quorum has been present can continue to do business as a quorum until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by the Act, the Articles or these Bylaws.

Section 9. Proxies. A member may vote either in person or by proxy executed in writing by the member. No proxy shall be valid after eleven (11) months from the date of its execution. Every proxy shall be revocable at the pleasure of the member who executed it.

Section 10. Action by Members Without a Meeting. Any action required or permitted to be taken at a meeting of the members of the Corporation may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as a unanimous vote of members, and may be stated as such in any articles or documents filed with the Idaho Secretary of State under the Act.

Section 1. General Powers and Standard of Care. All corporate powers shall be exercised by or under authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors except as may be otherwise provided in the Act or the Articles. If any such provision is made in the Articles, the powers and duties conferred or imposed upon the Board of Directors by the Act shall be exercised or performed to such extent and by such person or persons as shall be provided in the Articles.

A Director shall perform such Director’s duties as a Director, including such Director’s duties as a member of any committee of the Board upon which such Director may serve, in good faith, in a manner such Director reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing such Director’s duties, a Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

(a) One (1) or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;
(b) Counsel, public accountants or other persons as to matters that the Director reasonably believes to be within such person’s professional or expert competence; or
(c) A committee of the Board upon which such Director does not serve, duly designated in accordance with a provision of these Bylaws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence; but such Director shall not be considered to be acting in good faith if such Director has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who performs such duties shall have no liability by reason of being or having been a Director of the Corporation.

Section 2. Presumption of Assent. A Director of the Corporation who is present at a meeting of its Board of Directors at which any action on any corporate matter is taken shall be presumed to have assented to the action unless such Director’s dissent shall be entered in the minutes of the meeting or unless such Director shall file such Director’s written dissent to such action with the Secretary of the meeting before the adjournment thereof or shall forward such dissent by certified or registered mail to the Secretary of the Corporation within three (3) days after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 3. Number, Election and Qualifications of Directors. The Board of Directors of the Corporation shall consist of approximately twenty-four (24) members, fourteen (14) of whom shall be District Representatives, two (2) Tribal Members (each such District or Tribal Representative being elected by the members and only the members for his/her District as such Districts may from time to time be described or designated by resolution of the Board of Directors, those wishing to become District Representatives must be a member in good standing to run for the position), two (2) Floating Board members who are elected by the membership at large and must be a member in good standing, and six (6) of whom shall be the members of the Executive Board, as such members are hereinafter designated. The Board of Directors of the Corporation shall make diligent efforts to have all Board positions filled with at least one (1) member, if possible. The names and addresses of the members of the first Board of Directors have been stated in the Articles. Such persons shall hold office until the first annual meeting of members and until their successors shall have been elected and qualified. At the first annual meeting of members and biennially thereafter on the date of the annual meeting of members the existing Directors shall elect Directors to hold office until the second succeeding annual meeting.

Section 4. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the un-expired term of such Director’s predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next regular election of Directors.

Section 5. Removal of Directors. At a meeting of members called expressly for that purpose, any Director or the entire Board of Directors may be removed, with or without cause, by a vote of a majority of the members then entitled to vote.

Section 6. Executive Board. There shall be an Executive Board of the Board of Directors, which shall consist of the President, President Elect, Vice President, Treasurer, Secretary, Past President, and Lead Representative. The Executive Board shall have authority to act on behalf of the Board of Directors with respect to such matters that may arise between meetings of the full Board of Directors, which authority may be exercised to the fullest extent authorized by the law of Idaho.

Section 7. Additional Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate one (1) or more additional committees each of which, to the extent provided in such resolution, shall have and may exercise the authority of the Board of Directors in the management of the Corporation. Each such committee shall consist of two (2) or more persons, a majority of whom are Directors; the remainder need not be Directors. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or such Director by law. Any non-director who becomes a member of any such committee shall have the same responsibility with respect to such committee as a Director who is a member thereof.

Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated and appointed by a resolution adopted by a majority of the Directors at a meeting at which a quorum is present, or by the President thereunto authorized by a like resolution of the Board of Directors. Membership on such committees need not be limited to Directors.

Section 8. Directors and Committee Meetings. Meetings of the Board of Directors, regular or special, or meetings of the Executive Board or any additional committee designated by the Board of Directors, may be held either within or without the State of Idaho. Unless otherwise specified in this Section or in the notice for such meeting, all meetings shall be held at the principal office of the Corporation.

Except as otherwise provided in this Section, regular or special meetings of the Board of Directors, the Executive Board, or any additional committee designated by the Board of Directors, may be called by or at the request of the President, any Director or the chair of the committee, as applicable, upon written or verbal notice thereof given to each Director and other committee members, if applicable, at least three (3) days before the meeting. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

Members of the Board of Directors, the Executive or any additional committee designated by the Board of Directors may participate in a meeting of the Board or such committee by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and the participation by such means shall constitute presence in person at a meeting. For any meeting held by conference telephone or by similar communications equipment, notice of the meeting shall be given at least one (1) hour prior thereto by telephone or other communication directly with the Directors and/or committee members.

The attendance at or participation of a Director or committee member in any meeting shall constitute a waiver of notice of such meeting, except where a Director attends or participates 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, not the purpose of, any regular or special meeting of the Board of Directors or any committee designated thereby need by specified in the notice of waiver of notice of such meeting.

Section 9. Waiver of Notice. Whenever any notice is required to be given to any Director or committee member under the provisions of the Act, the Articles or these Bylaws, 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 equivalent to the giving of such notice.

Section 10. Quorum and Voting Requirements. A majority of the number of Directors fixed by Section 3 of this Article III shall constitute a quorum for the transaction of business at meetings of the Board of Directors. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A majority of the number of committee members fixed and appointed by the Board of Directors or the President, as the case may be, shall constitute a quorum for the transaction of business at a meeting of such committee. The act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.

Section 11. Action Without a Meeting. Any action required by the Act to be taken at a meeting of the Directors of the Corporation, or any action which may be taken at a meeting of the Directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by all of the Directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.

Section 12. Compensation. No Director or committee member shall receive a salary or other compensation for service in that capacity but may be reimbursed for actual expenses incurred in the performance of such service. This provision shall not preclude any Director from serving the Corporation in any other capacity and receiving additional compensation therefore.

Section 13. Director Conflicts of Interest. No contract or other transaction between the Corporation and one or more of its Directors or any other corporation, firm association or entity in which one or more of its directors are Directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because such Director’s or Directors’ votes are counted for such purposes, if:

(a) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the vote or consent of such interested Directors; or
(b) The fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent, in which vote or consent such interested Directors may participate to the extent that they are also members; or
(c) The contract or transaction is fair and reasonable to the Corporation and the fact of such relationship or interest is fully and fairly disclosed or known to the Corporation.

Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof, which authorizes, approves or ratifies such contract or transaction.

Section 14. Loans to Directors. The Corporation shall not lend money to or use its credit to assist its Directors or officers.

Section 15. Liability of Directors for Wrongful Distribution of Assets. In addition to any other liabilities imposed by law upon the Directors of the Corporation, the Directors who vote for or assent to any distribution of assets other than in payment of its debts, when the Corporation is insolvent or when such distribution would render the Corporation insolvent, or during the liquidation of the Corporation without the payment and discharge of or making adequate provisions for all know debts, obligations and liabilities of the Corporation, shall be jointly and severally liable to the Corporation for the value of such assets which are thus distributed, to the extent that such debts, obligations and liabilities of the Corporation are not thereafter paid and discharged.

A Director shall not be liable under this section if, in the exercise of ordinary care, such Director relied and acted in good faith upon written financial statements of the Corporation represented to such Director to be correct by the President or by the officer of the Corporation having charge of its books of account, or certified by an independent licensed or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Corporation, nor shall such Director be so liable if, in the exercise of ordinary care and good faith, in determining the amount available for such distribution, such Director considered the assets to be of their book value.

A Director shall not be liable under this section, if, in the exercise of ordinary care, such Director acted in good faith and in reliance upon the written opinion of any attorney for the Corporation.

A Director against whom a claim shall be asserted under this section and who shall be held liable thereon shall be entitled to contribution from persons who accepted or received such distribution knowing such distribution to have been made in violation of this section in proportion to the amounts received by them respectively.

Section 16. Annual Dues. At each regular annual meeting or at such other meeting as may be designated in a resolution adopted by the Board of Directors, the Board of Directors shall by resolution designate classes of membership, if there by more than one, and set the annual dues to be paid by each class of membership for the ensuing calendar year.

Section 1. Number. The officers of the Corporation shall consist of a President, President Elect, Vice President, Secretary, Treasurer and Past President. The President, President Elect and Vice President shall be elected by the general membership of the Corporation and the Secretary and Treasurer shall be appointed by the President and approved by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.

Section 2. Election, Appointment and Term of Office. Except for the Secretary and Treasurer, the officers of the Corporation shall be elected by the general membership. The President shall name those individuals appointed to offices of Secretary and Treasurer at the Board of Directors’ meeting immediately following the annual meeting of members and submit those names to the Board of Directors for approval.

The Past President shall prepare a ballot of nominees with room for write-in nominations. Ballots shall be approved by the Board of Directors. Ballots shall be distributed at the annual IJJA conference upon registration/registration check-in to all paid members in attendance. Original ballots shall be returned to the designated ballot box located at the registration desk and given to the Past President to be tallied. The Board of Directors will approve an appointed proctor to assist the Past President in tallying the votes. The ballots shall be opened and counted in the presence of the Past President and proctor. Announcement of newly elected Board of Directors will remain confidential until the business luncheon or awards banquet held at the annual meeting.

Should a representative serving a second term wish to run for an Executive Board position (President Elect or Vice President), they are required to vacate their position as Representative to their district in order to run for another position and be placed on the election ballot.

All newly elected Board of Directors will take office at the conclusion of the annual meeting.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

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 un-expired portion of the term.

Section 5. President. The President shall be the principal executive officer of the Corporation and subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the members and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Corporation. Thereunto authorized by the Board of Directors, any promissory notes, deeds, mortgages, leases, contracts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; shall approve all checks or other withdrawals in excess of five hundred dollars ($500); and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Said officer may co-sign with another executive officer any check or promissory of the Corporation. The President shall maintain at the registered office or principal place of business of the Corporation a register of members of the Corporation, showing the names and addresses of such. The President shall have the custody of and properly protect all executed deeds, leases, agreements and other legal documents and records to which the Corporation is a party or by which it is legally affected.

Section 6. Vice Presidents. In the absence of the President or in the event of the President’s death, inability or refusal to act, the President Elect or Vice President, in that order 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 and shall perform such other duties as from time to time may be assigned to the President Elect or Vice President by the President or by the Board of Directors. The Vice President shall chair the conference committee. Said officer may co-sign with another executive officer any check or promissory note of the Corporation.

Section 7. Secretary. The Secretary shall attend all meetings of members and meetings of the Board of Directors and shall prepare and maintain proper minutes of those meetings. The Secretary shall cause notice to be given of all meetings of the members and meetings of the Board of Directors as required by these Bylaws. The Secretary shall be the custodian of the official seal of the Corporation, if any, and shall affix that seal on all documents executed on behalf of the Corporation, pursuant to due authorization by the Board of Directors. The Secretary shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Directors. Said officer may co-sign with another executive officer any check or promissory note of the Corporation.

Section 8. Treasurer. The Treasurer shall be the principal financial officer of the Corporation and shall have charge and custody of and be responsible for all funds of the Corporation. The Treasurer shall sign all checks and promissory notes of the Corporation and shall 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 the provisions of Article V of these Bylaws. The Treasurer shall keep or cause to be kept, adequate and correct accounts of the Corporation, including accounts of its assets, liabilities, receipts and disbursements. The treasurer shall submit to the Board of Directors and the President when required statements of the financial affairs of the Corporation. The Treasurer shall in general perform all the financial duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Directors shall determine. Said officer may co-sign with another executive officer any check or promissory note of the Corporation.

Section 9. Past President. The Past President shall be a member of the Executive Board. The Past President shall provide continuity to the Executive Board by advising on past practices of the Corporation. Said officer may co-sign with another executive officer any check or promissory note of the Corporation.

Section 10. District, Tribal, and Floating Representatives. The District Representatives shall be members of the Board of Directors. The two District Representatives from each district shall be elected only by the members of his or her district and shall represent that district at the Board meetings. The Tribal Representatives shall be appointed by the tribal leaders and accepted by the Board of Directors. Floating Representatives will be appointed by the Board of Directors. The term of office for the Representatives shall be staggered and shall be for two years. Representatives shall distribute Board of Director minutes to the general membership in their district or area of responsibility within one month of receiving them from the secretary for comment and response. Representatives shall have membership on all standing committees with the exception of the Executive Board. The Representatives may perform other duties assigned to Representatives by the President.

Section 1. Indemnification. The Corporation shall indemnify any director, officer or former director or officer of the Corporation against expenses actually and reasonable incurred in connection with the defense of any action, suit or proceeding, civil or criminal, in which such person is made a party by reason of being or having been a director or officer, except in relation to matters as to which such person is adjudged to be liable for willful misconduct in the performance of such person’s duties to the Corporation.

Section 2. Books and Records. At its registered office or principal place of business, the Corporation shall keep: (i) correct and complete books and records of account; (ii) minutes of the proceedings of its members and Board of Directors; and (iii) a record of the names and addresses of all members. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. All books and records of the Corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

Section 3. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Authority may be general or confined to specific instances.

Section 4. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation as provided in these Bylaws or in such manner as shall from time to time be determined by the Board of Directors.

Section 5. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the board of Directors may select.

Section 6. Annual Financial Statements. The Board of Directors shall produce a balance sheet as of the closing date of the last fiscal year, together with a statement of income and expenditures for the year ending on that date, upon request to the members.

Section 7. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of July an end on the last day of June in each year, except that the first fiscal year shall begin on the date of incorporation.

Section 8. Corporate Seal. The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of incorporation and the words “Corporate Seal.”

Section 9. Amendments. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors of the Corporation at any regular or special meeting.

Updates/amendments approved by the General Membership at the Business Luncheon on September 20, 2016.