ARTICLE I
(Title, Location and Purpose)
SECTION 1 - Title
The name of the organization is Group Funds Association, Inc., in these By-Laws called the Association.
SECTION 2 - Location
The location of the principal office of Group Funds Association, Inc., for corporate purposes, shall be within the State of Georgia.
SECTION 3 - Purpose
The nature of the business proposed to be transacted and carried on shall not be for pecuniary profit, but shall be for the purpose of giving members hereinafter referred to, a vehicle to cooperate and work collectively on matters relating to group self-insurance workers' compensation funds as well as on other matters of common concern and interest.
ARTICLE II
(Membership)
SECTION 1 - Regular Members
Any group self-insurance workers' compensation fund formed under the provision of Article V, Chapter 9 of Title 34 of the Official Code of Georgia shall be eligible for regular membership, upon approval of the Board of Directors hereinafter referred to.
SECTION 2 - Associate members
Any association, person, partnership, corporation, or firm who provides goods or services to a group self-insurance fund, providing such fund is a regular member in good standing in the Association, shall be eligible to become an Associate Member without right to vote or hold office, upon the recommendation of a regular member and the approval of the Board of Directors, hereinafter referred to.
SECTION 3 - Representatives of Regular Members
Each regular member, as described in Article II, Section, 1, shall appoint a person to represent and vote for such member at all meetings of the members. Such person must be a regular member in good standing or full-time employee of the sponsoring organization of the fund. Any such appointment may be terminated and another representative or alternate substituted at the desire of the regular member.
SECTION 4 - Right to Vote
Each regular member shall have one vote. At any meeting of the members such vote must be cast by the representative of the regular member.
SECTION 5 - Officers
The officers of the Association shall consist of a Chairman, Vice Chairman, Secretary, Treasurer and Past Chairman. Officers shall be elected by the Board of Directors after becoming a corporation, and at its annual meeting thereafter. Each officer shall take office upon election and shall hold office during the period for which he or she is elected or until his or her successor shall be elected, or until death, resignation or removal for any cause.
Any officer may be removed from office by a majority vote from he entire Board of Directors and any vacancy in any office may be filled by the Board of Directors for the unexpired term. All officers shall serve without compensation.
SECTION 6 - Duties of Officers
The Chairman shall preside at meetings of the Association and meetings of the Board of Directors. He or she shall sign all contracts or other instruments authorized by the Board of Directors; and shall discharge such other duties and perform such other acts as these By-Laws and the Board of Directors may prescribe.
In the absence or incapacity of the chairman, all duties of that office shall be performed by the vice Chairman.
The Secretary (or designee) shall be responsible for transcribing the minutes of each meeting of the members. He or she shall also be responsible for the safeguarding of all official records of the Association, giving notice of membership and Board of Directors meetings, and attesting to official documents of the Association. Upon direction of the Chairman, he or she may perform other duties appropriate to the office.
The Treasurer (or designee) shall be responsible for the collection of all initiation fees, dues and other monies received. He or she shall present a complete financial statement quarterly to the Board of Directors and at any time on demand of the Board of Directors.
The current officers shall be bonded in the amount as determined by the Board of Directors for the faithful performance of their duties.
SECTION 7 - Annual Meeting
There will be an annual meeting of the members of the Association held sometime during the month of October or at such other date as may be decided by the Board of Directors.
SECTION 8 - Special Meetings
Special meetings of the members shall be called by the Chairman or when as directed by a majority vote of the Board of Directors, or when requested in writing by at least 25% of the voting members of the Association.
SECTION 9 - Notice of Meetings
Notice of both the annual or a special meeting shall be mailed at least thirty (30) days prior to the meeting to each member at its address as the same appears on the books of the corporation. The Secretary (or designee) shall be the keeper of the official seal, records and minutes.
SECTION 10 - Quorum
Twenty-five percent (25%) or more of the regular members present shall constitute a quorum.
SECTION 11 - Initiation Fees and Dues
There shall be an initiation fee of $500 per regular member and $1,000 per associate member. annual dues shall be in such an amount and shall be payable at any time as the Board of Directors shall determine. Contributions may be accepted from regular members or from others by action of the Board of directors. Bills for such dues shall be mailed annually.
SECTION 12 - Expulsion
Any member of the Board missing two or more Board meetings within a fiscal year period without, in the opinion of the Executive Committee of the Board of Directors, a valid reason for missing these meetings, may be relieved from the board of Directors, at the Board's discretion, for the remainder of his or her term. Any member of the Association may be suspended or expelled by the Board of directors for non-payment of dues or for conduct which the Board of Directors, in its discretion, may deem prejudicial to the interests of the corporation.
ARTICLE III
(Board of Directors)
SECTION 1 - Members
The Board of directors shall consist of seven members, or any other such number as may be set by the members from time to time, selected in such a manner as to provide representation of the various types and sizes of members. board members shall be elected and installed each year at the annual meeting by members of the Association to fill vacancies left by those members having served their full term of directorship. the Board of Directors may also elect to fill the position of Director(s) Emeritus from time to time. this position shall function as a Board Member with no voting privileges.
SECTION 2 - Tenure
Board members shall be elected by the membership to serve for a period of three years. Prior to the first annual meeting of the Association, under these By-Laws, the officers shall select the members of the Board who shall serve for one year, who for two years and who for three years.
SECTION 3 - Vacancies
Any vacancy may be filled by the board of Directors for the unexpired term.
SECTION 4 - Powers and Duties
The members of the Board of directors shall have the following powers and duties:
(a) To approve budgets;
(b) To determine the fees, dues and assessments payableby the regular members and associate members of the Association;
(c) To elect a Chairman, Vice Chairman, Secretary and Treasurer;
(d) To authorize contracts in behalf of the Association;
(e) To employ agents or employees as they may deem advisable and fix the rate of compensation for such agents or employees;
(f) To delegate the posers of the Board in whole or in part to the Executive Committee;
(g) To do other acts as may be necessary in the management and control of the business and interests of the Association, within the confines of the budget.
SECTION 5 -Meetings
The Board of Directors shall meet quarterly or at other intervals determined by the Board. Each annual meeting will constitute one quarterly meeting.
SECTION 6 - Notice of Meetings
Meetings of the Board of Directors shall be held only upon thirty (30) days written notice mailed by ordinary mail to the address of each director as same appears on the records of the Association or upon personal notice at least three (3) days in advance of the meeting.
SECTION 7 - Quorum
Fifty percent (50% or more members present at a Board of Directors meeting shall constitute a quorum.
SECTION 8 - Executive Committee
There shall be an Executive Committee consisting of the Chairman, Vice Chairman, Secretary, Treasurer and Past Chairman. The Executive Committee shall have the authority to act on behalf of the Board of Directors during intervals between Board meetings, subject to the approval by the Board.
SECTION 9 - Compensation
Members of the board of Directors shall receive no compensation for services as such members.
ARTICLE IV
(Miscellaneous)
SECTION 1 - Fiscal Year
The fiscal year of the Group Funds Association, Inc., shall begin on the first day of September and terminate on the 31st day of August of each year.
SECTION 2 - Adoption and Amendments
These By-Laws may be adopted, amended or repealed at any meeting of the Board of Directors of the Association by vote of the majority present in person. Notice of any proposed changes shall be sent in writing to all Board members at least thirty (30) days prior to the meeting of the Board.
SECTION 3 - Liability
There shall be no individual liability against the regular member for corporate debts, but the entire corporate property shall be liable for claims of the creditors. The period of duration of the corporation shall be perpetual, with the rights to terminate its corporate existence in a manner prescribed by the laws of the State of Georgia.
SECTION 4 - Dissolution
The Association shall use its funds only to accomplish the objectives and purposes specified in these By-Laws and no part of said funds shall inure to or be distributed to the members of the Association. Upon dissolution the Association, any fund remaining after the payment of outstanding obligations shall be distributed to one or more recognized charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.
