Free State Organ Society

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1 Free State Organ Society Bylaws Rev F

2 Table of Contents Article 1 Name... 4 Article 2 - Objectives... 4 Article 3 Membership... 5 Section 1 - General... 5 Section 2 - Application... 5 Section 3 - Resignation... 5 Section 4 - Types Regular members Associate members Honorary members Family members Section 5 Forced Resignation... 6 Article 5 Membership Meetings... 6 Section 1 Annual Meeting... 6 Section 2 - Business Meetings... 7 Section 3 - Special Meetings... 7 Section 4 - Meeting Notices... 7 Section 5 - Business Considered... 7 Section 6 - Absentee Voting... 7 Section 7 Quorum... 7 Article 6 - Elections to the Board of Directors... 8 Section 1 Members... 8 Section 2 Standing... 8 Section 3 - Elections... 8 Section 4 - Procedure... 8 Section 5 - Nominating Committee... 9 Section 6 - Vacancies... 9 Section 7 - Term... 9 Section 8 - Forced Resignation... 9 Section 9 - Procedure... 9 Article 7 - Board of Directors...10 Section 1 - Management...10 Section 2 - Organizational Meeting...10 Section 3 - Dues...10 Section 4 - Financial Obligations...10 Section 5 - Rules and regulations...10 Section 6 - New Members...10 Section 7 - Minutes...11 Page 2

3 Section 8 - Suspension...11 Section 9 - Meetings...11 Section 10 - Special meetings...11 Section 11 - Notice...11 Section 12 - Quorum...11 Section 13 - Compensation of Expenses...11 Section 14 - Contracts...12 Section 15 - Parliamentary Procedure...12 Section 16 Polling (Action without Meeting)...12 Article 8 - Officers...12 Section 1 Officers of the Society...12 Section 2 - President...13 Section 3 - Vice-President...13 Section 4 - Treasurer...13 Section 5 - Secretary...13 Article 9 - Committees...14 Section 1 Creation...14 Section 2 - Special Committees...14 Section 3 - Appointments...14 Article 10 - Amendments to the Bylaws...14 Section 1 - Reservation...14 Section 2 - Procedure...14 Section 3 - Voting...14 Article 11 - Dissolution...15 Apendix A - Revisions...16 Apendix B Election Calendar...16 Apendix C Spending Policy...17 Apendix D Ethics Policy...17 FSTOS BOARD & STAFF MEMBER CODE OF ETHICS...17 PREAMBLE...17 STANDARDS...17 Page 3

4 Article 1 Name The name of this corporation is FREE STATE THEATRE ORGAN SOCIETY, INC.; incorporated as a Maryland, non profit corporation under chapter 311, acts 1975, title 2, Article 104, of the General Laws of the State of Maryland. Article 2 - Objectives The objectives and purposes for which this society is formed are: A. to preserve the tradition, understanding, and use of theatre pipe organs by 1. restoring and preserving remaining theatre pipe organs, where possible in their original environment, 2. arranging for removal, rehabilitation and re-installation of instruments no longer wanted, 3. collecting and preserving for posterity, historical manuscripts, musical scores, recorded sounds of theatre pipe organs, and any memorabilia; and B. to contribute to the musical education and cultural enrichment of others by 1. presenting concerts and shows featuring theatre pipe organ music, 2. encouraging the education or training of new performers on theatre pipe organ, or commissioning new musical composition for the organ, 3. educating by preserving and expanding, through workshops, lectures, and demonstrations, the skills of theatre pipe organ playing, building, voicing and maintenance. The society shall have all the powers necessary to carry out these objectives and purposes. The society may engage in trade or business for profit for the propose of fundraising to meet these objectives and purposes. No part of the net earnings of the corporation shall be used to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that 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 Article Two. 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 these 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 Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a Page 4

5 corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Article 3 Membership Section 1 - General The membership shall be open to all persons interested in listening to, working on, or playing a theatre organ. The Board of Directors shall have the right to refuse membership to any applicant for any reason which, to them, shall seem sufficient, and no person may be accepted into membership except by a majority vote of the Board of Directors, or the Board of Directors elect, taken at a meeting of the Board of Directors. Membership may not be denied on the basis of race, creed, national origin, or sex. Section 2 - Application Application for membership shall be made to the membership committee which shall be established for this purpose. Investigation of the applicant shall be in accordance with the directives prescribed by the Board of Directors. (BoD needs to set these directives. Recommendations by the membership committee {of one}.) Section 3 - Resignation Resignation from membership shall be presented to the Board of Directors, but resignation shall not relieve any member from liability for any dues accrued and unpaid at the time when such resignation is filed. Section 4 - Types The Society shall have the following classes of membership: 1. Regular members. Persons in this membership have full voting rights and have playing privileges on any organ owned and operated by the Society within the agreements and/or rules for each organ as set by the society. (BoD needs to set these directives or grant such power to a person(s) for operation.) 2. Associate members. The maximum number of persons to be accepted for this membership shall be under the control of the Board of Directors. Associate Membership must be approved by the Board of Directors. Associate members shall have no vote in the Society affairs. This class of membership is for Institutions and other organizations or person with an interest in the society. No dues are to be collected from these members. 3. Honorary members. Page 5

6 The Board of Directors may, at their discretion, bestow honorary membership upon individuals who have contributed greatly to the theatre organ art. No voting rights shall attach to this membership. Playing privileges may be granted under the continuing supervision and control of the Board of Directors or their designate(s). 4. Family members. A family member shall be defined as any two or more person of the same household living at the same address. Persons in this membership class have playing privileges on any organ owned and operated by the Society. Voting rights shall be limited to two votes per family membership. Section 5 Forced Resignation A member may forfeit his membership in the Society for the following reasons: A. Failure to meet the financial obligations required of all members. B. Violation of Society rules and regulations that are of such character as to indicate that the member is unwilling or unable to conform his conduct to such rules and regulations in the judgment of the Board of Directors. (BoD needs to establish rules and regulations.) C. Any personal misconduct which reflects unfavorably upon, or damages the reputation of the Society, its members, or the purposes for which it is formed. D. Accusation of any member for violations of the paragraphs of this section shall be brought to the attention of the Board of Directors in written form by any person who may or may not be associated with society. The Board of Directors shall determine if this accusation is valid and the member is therefore subject to expulsion. Before a member is expelled from the Society, the Board of Directors shall cause a notice, in writing, to be mailed via the postal service to the member's last known address. This notice shall contain the grounds for expulsion and the meeting date at which the matter will be considered. Said notice will be mailed at least 15 days prior to the meeting of the Board of Directors at which the Board shall consider the expulsion. The affected member may appear at such meeting and answer the charges against him. If, at the meeting, the vote of the Board of Directors is adverse to the member, the member may demand that the question of his expulsion be submitted to the regular membership at its next meeting. A majority of the votes cast at such meeting shall carry the question. Failure to appear or process his appeal conclusively determines the matter against the member. Article 5 Membership Meetings Section 1 Annual Meeting Page 6

7 The annual meeting of the regular membership shall be in the State of Maryland at a location to be set by the Board of Directors in the month of May, each year. If for any reason the annual meeting is not held as provided in these Bylaws, the Board of Directors shall have the power to convene an annual meeting. Section 2 - Business Meetings Business meetings of the regular membership may be called by the President or by a majority of the Board of Directors, at a place and time to be determined by the Board of Directors. Such meetings shall only take place in the State of Maryland. Section 3 - Special Meetings Special meetings of the regular membership may be called by the President; by a majority of the Board of Directors or by a demand signed by not less than 30% of the regular members in good standing. The meeting call, with date and time to be set by the President, shall be delivered to the Secretary of the Society without delay, along with a written agenda of the matters to be considered at said meeting. Upon receipt of such request, the Secretary shall, without delay, prepare and mail, via the postal service or for those members listing addresses a notice of said meeting to all regular members. Section 4 - Meeting Notices At least 10 days prior to the date fixed for any meeting of the regular membership, written notice of the time, place, and purpose of said meeting shall be mailed via post or to each member entitled to vote at such meeting. Notice of any meeting may be included as part of the distribution of Chapter News and announced on the society s Web Page. Section 5 - Business Considered New Business, not listed on the agenda, may be introduced and considered at the annual and business meetings of the membership. Only matters listed on the call may be considered at a special meeting. Section 6 - Absentee Voting Except as specifically provided in these Bylaws, no absentee voting shall be permitted and proxies shall not be recognized for any purpose. Absentee voting or proxies at any meetings of the membership will only be excepted when requested in advance of the meeting and agreed upon by the Board of Directors. Absentee voting or proxies are permitted for the Board of Directors meetings when requested at the time the member files a waive notice with the secretary. The request must detail the specific subject or vote that is to be addressed. The request must be received in form or a written, signed request or an to the secretary from a previously registered address. Section 7 Quorum Page 7

8 A quorum at any meeting of the regular membership shall not be less than 15% of the regular membership entitled to vote and a majority of those voting shall carry any question, except as indicated in Article IX, Section 4. Based on a membership of 140 voting members, 21 people would need to be present for a quorum and 11 votes would be necessary to carry the question. If a quorum is not present, those members present may adjourn the meeting from time to time until a quorum can be obtained. Article 6 - Elections to the Board of Directors Section 1 Members The Board of Directors shall consist of 9 members, elected by and from the regular membership, and the officers of the Society. Each Director shall hold office for the term for which he is elected and until his successor is elected and qualified. Section 2 Standing No regular member shall be eligible to be a Director if he is not in good standing. No Director may be in bad standing. Such a situation results in the automatic resignation of the member from the office of Director. Section 3 - Elections Directors shall be elected as follows: A. For initiating the Board of Directors the following procedure will be used for the first election: 1. Three members shall be elected to a 1 year term. 2. Three members shall be elected to a 2 year term. 3. Three members shall be elected to a 3 year term. B. In all subsequent elections three members shall be elected to the Board of Directors each year, for a term of three years. Section 4 - Procedure Before each annual meeting of the regular membership, directors to succeed those whose terms then expire shall be chosen by the regular members entitled to vote. Voting shall be by secret ballot mailed via the postal service or electronic mail ( ) to the membership. A period of not more than 30 days and less than 14 days from the posting of the ballots will be allowed for return to the Nominating Committee. A hard copy of the ballot must be returned to the election committee. Page 8

9 Section 5 - Nominating Committee Not less than 120 days prior to the annual business meeting, the President, with the approval of the Board of Directors, shall appoint a committee of five regular members, (not Directors), who shall nominate candidates for directors. There shall be at least as many candidates nominated as there are positions to be filled on the Board of Directors. Not less than 60 days prior to the annual business meeting, the nominating committee shall present its recommendations at a regular membership meeting. Further nominations may be accepted from the floor at this meeting. After nominations are closed the slate will be mailed to each voting member within 30 days. The nominating committee shall have no further duties. Section 6 - Vacancies Vacancies on the Board of Directors shall forthwith be filled by appointment made by the remaining Directors. Each person so appointed shall serve for the remainder term of the Director replaced and until his successor is elected and qualified. Section 7 - Term All candidates shall be notified of the election/appointment results. Each Director shall begin his term of office upon notification by the board of directors. No director shall serve more than two consecutive terms. Section 8 - Forced Resignation A director/officer may forfeit his/her office in the Society for the following reasons. Because of their position in representing the society, this code of conduct must be strictly adhered to. A. Failure to meet the financial obligations required of all members. B. Violation of Society rules and regulations that are of such character as to indicate that the member is unwilling or unable to conform his conduct to such rules and regulations in the judgment of the Board of Directors. C. Any personal misconduct which reflects unfavorably upon, or damages the reputation of the Society, its members, or the purposes for which it is formed. D. Accusation of any member for violations of the paragraphs of this section shall be brought to the attention of the Board of Directors in written form by any person(s). The Board of Directors shall determine if this accusation is valid and the member is therefore subject to expulsion. Section 9 - Procedure Before a member is expelled from the Board, the Board of Directors shall cause a notice, in writing, to be mailed via the postal service to the member's last known address. This Page 9

10 notice shall contain the grounds for expulsion and the meeting date at which the matter will be considered. Said notice will be mailed at least 15 days prior to the meeting of the Board of Directors at which the Board shall consider the expulsion. The affected member may appear at such meeting and answer the charges against him. If, at the meeting, the vote of the Board of Directors is adverse to the member, the member may demand that the question of his expulsion be submitted to the regular membership at its next meeting. A majority of the votes cast at such meeting shall carry the question. Failure to appear or process his appeal conclusively determines the matter against the member. Article 7 - Board of Directors Section 1 - Management The business and affairs of the Free State Theatre Organ Society shall be managed by the Board of Directors in accordance with the authority conferred by its statutory charter and these Bylaws. Section 2 - Organizational Meeting Within twenty one days following each annual business meeting, the outgoing President shall call a meeting of the new Board of Directors. The first order of business shall be the election of officers. The outgoing President shall preside until the adjournment of this meeting. Section 3 - Dues The Board of Directors shall establish rules and regulations, initiation fees, dues and assessments applicable to the various classes of membership; provided, however, that no dues or assessments shall be levied upon the membership until the same is approved by the regular membership at a meeting of the regular membership. Section 4 - Financial Obligations The Board of Directors shall have the power to establish the methods and the means of collecting all initiation fees, dues, and assessments; to provide means for enforcing the same and to place members in bad standing when they are delinquent. Section 5 - Rules and regulations The Board of Directors shall have full and exclusive authority to establish rules and regulations for the use and operation of all property and facilities of the Society; to provide means for enforcing the same and to fix penalties for their violation. Section 6 - New Members The Board of Directors shall approve and certify all new members. Page 10

11 Section 7 - Minutes The Board of Directors shall cause to be kept accurate minutes of all its proceedings and exercise supervisory control of all Moines and all other assets of the Society. Section 8 - Suspension The Board of Directors shall have the power to suspend any member for any act which, in the opinion of the Board of Directors, is likely to endanger the welfare, interest or character of the Society and require that the suspended member appear before the Board of Directors to explain his actions. Such suspension shall only be effective until the next meeting of the Board of Directors wherein the Board will take appropriate action under these Bylaws. Section 9 - Meetings Regular meetings of the Board of Directors shall be held at such intervals and at such times and places as the Board of Directors shall from time to time determine. The next regular meeting of the directors shall be determined at each preceding meeting prior to adjournment or the Board of Directors may adjourn to the "Call of the Chair". Section 10 - Special meetings Special meetings of the Board of Directors may be called by the President or any three (3) directors. The call shall state the day, time and place of such meeting and the matter or matters to be considered. Only those matters stated in the call may be considered at a special meeting, except that new matters may be added to the agenda by unanimous consent of all directors present. Section 11 - Notice A Director shall be deemed notified of any meeting if he has actual knowledge of the meeting call at least 48 hours in advance. The Secretary shall be responsible for notifying the directors of meetings. A director, before or after any meeting, may waive notice by signing a statement to that effect and depositing it with the Secretary who shall record same in the minutes. Notice of meetings may be given by post, , phone, or verbal communication from any other board member. Section 12 - Quorum A majority of the board of directors serving at that time shall constitute a quorum for the transaction of business. 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. If a quorum is not present, a majority of those present may adjourn the meeting from time to time until a quorum can be obtained. Section 13 - Compensation of Expenses Page 11

12 No director or officer shall receive a salary or compensation for the performance of his duties as director. Actual expenses incurred in the performance of director duties may be reimbursed in the discretion of the Board of Directors. Incidental expenses, not to exceed $50.00, may be incurred at the discretion of the President and any one other officer. Vouchers for same must be presented to the treasurer for payment. Section 14 - Contracts The Board of Directors shall have no power to enter into any contract or obligate the Society in any manner beyond the funds available in the Society treasury. Such power is reserved to the regular membership. Section 15 - Parliamentary Procedure The usual rules of parliamentary procedure shall govern all meetings. On appeals for a ruling from the chair, Robber's Rules of Order, latest edition, shall be referred to as determinative. Section 16 Polling (Action without Meeting) When necessary to achieve a fast resolution to an issue, the members of the Board of Directors and Officers present at the time may if a quorum present may be polled on a matter of importance. If any of the members request that the issue be delayed until a meeting can be called then the issue shall be deferred until a meeting is convened. Any such action shall be recorded and added to the minutes of the next board meeting. Article 8 - Officers Section 1 Officers of the Society The officers of the Free State Theatre Organ Society shall consist of a President, Vice- President, Secretary, and Treasurer; and other such officers and assistant officers as may be deemed necessary by the Board of Directors to serve for one year. No two offices may be held by the same person. No person shall hold any single office for more than two consecutive terms. After which he may hold any other office and then after one term may return to that office. The officers of the Society shall be elected by the Board of Directors from the board or the regular membership, with the exception of the president who must be a member of the board, whom are willing and able to fill the office for the term of the office. Each officer shall have the usual powers of his office and those powers delineated by law, these Bylaws and the directives of the Board of Directors. The officers of the society shall be known as the Executive Committee and will make up a subset of the leaders of the organization charged with making operating decisions dealing with the day to day operations of the society along with any such duties that the Board of Directors may charge them with. Page 12

13 They do not have the authority to do any of the following: a. The approval of any action for which the Maryland Nonprofit Corporation Law also requires the approval of members of the Society; b. The filling of vacancies on the Board or in any committee which has the authority of the Board; c. The amendment or repeal of Bylaws or the adoption of new Bylaws; d. The amendment or repeal of any resolution of the Board which by its terms is not so amendable or repealable; e. The appointment of committees of the Board or the members thereof; or f. The approval of any self-dealing transaction except as permitted in Section 4.19 of these Bylaws; g. The approval of expenditures greater than $2000 for any or each Board-approved budget items. Section 2 - President The president shall be the executive officer of the Society. He must be a member of the Board of Directors. He shall preside at all meetings of the membership and the Board of Directors. He shall have the general and active management of the business and affairs of the Society and shall see that all directives and resolutions of the Board of Directors are carried into effect. He shall be an ex-officio member of all committees. Section 3 - Vice-President The vice-president shall assist the president in the discharge of his duties and, in his absence, officiate in his stead. He shall perform such other duties as prescribed by the Board of Directors. Section 4 - Treasurer The treasurer shall keep in the books belonging to the Society, accurate and complete records of account, showing fully at all times the financial condition of the Society. He shall be the legal custodian of all Moines, notes and other liquid assets which, from time to time, come into the possession of the Society. He shall prepare an annual financial report and present same at the annual membership meeting. He shall complete all necessary filings as required by law and as directed by the Board of Directors. He shall collect, deposit, and disburse the funds of the club as ordered by the Board of Directors. He shall furnish, when requested by the President or the Board of Directors, an account of his transactions as treasurer. He shall be a member of the finance committee. Section 5 - Secretary The secretary shall attend all meetings of the membership and the Board of Directors and keep, or cause to be kept, a true and complete record of the proceedings of such meetings. He shall attend in the giving and serving of all notices and corporate filings as required by law, these Bylaws, or the resolutions of the Board of Directors. The secretary shall also perform such other duties as the Board of Directors may prescribe. Page 13

14 Article 9 - Committees Section 1 Creation The following standing committees are hereby created: membership committee, finance committee, program and entertainment committee, publicity committee. The duties of these committees shall be promulgated and defined by the Board of Directors. Section 2 - Special Committees Special committees may be appointed by the Board of Directors for other purposes than those outlined in Section 1. The duties and scope of special committees shall be defined at the time of creation. Section 3 - Appointments Committees shall be appointed by the President with the approval of the Board of Directors. The members of all committees shall serve at the pleasure of the Board of Directors. Article 10 - Amendments to the Bylaws Section 1 - Reservation The power to alter, or amend, the Bylaws shall rest with the officers, directors, and members attending any announced Board of Directors Meetings where this task appears on the announced agenda as specified in Section 2. Adoption of a new code of Bylaws is reserved to the regular membership. Section 2 - Procedure Changes to the Bylaws may be made at any meeting of the Board of Directors. Proposed changes to the Bylaws may be voted upon at any meeting of the Board of Directors. Notices of the proposal to change the Bylaws and the proposed changes will be included in the Newsletter prior to the meeting of the Directors and the WEB site for the Society. Section 3 - Voting All members attending the meeting of the Board of Directors shall have a vote on the issue. Seventy-five percent of the votes cast will be required to pass the change. Any Bylaw amendment so voted shall become effective immediately after the adjournment, sine die, of the meeting at which the voting on said amendment took place. Absentee or proxy balloting shall be permitted under the rule and regulations promulgated by the Board of Directors. Page 14

15 Adoption of a new code of Bylaws will take place at any meeting of the regular membership. Article 11 - Dissolution In the event the Free State Theatre Organ Society, through the vote of the regular membership, determines to dissolve as an organization and dispose of its assets, disposition will be made by the following method: Prior to formal dissolution of the corporation, all debts and encumbrances shall be met. Should there be insufficient funds then bankruptcy proceedings are to be started. Otherwise, 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 Internal Revenue 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. Page 15

16 Apendix A - Revisions Revision Letter Date Passed Description E 4/7/2013 Article 9, amended to allow changes to the bylaws to take place at Board of Direcotors Meetings F 12/10/2013 Article 2 B: has been expanded to better describe the powers of the society and to set certain limits on how funds are not to be used. Article 3 Section 4 2: adds approval of Associate Members to the power of the board and Dues requirements. Rights of Honorary Members also better defined. Article 3 Section 5 D: changes the requirements of complaint to force a resignation. Article 5 Section 3: explains the use of the term Mail to include . Article 5 Section 4: explains the use of the term Mail to include and use of the News Letter for announcements. Article 5 Section 6: provides for Absentee Voting. Article 6 Section 4: better defines the election procedure. Article 6 Section 5: change from 10 to 30 days for ballot mailing to take advantage of the Newsletter mailings. Article 6 Section 8: changes the requirements of complaint to force a resignation. Article 6 Section 9: better defines notice rocedure. Article 7 Section 11: details how meeting notices are transmitted. Article 7 Section 16: New Action Without Meeting Article 8 Section 1: creates Exec Comm and defines duties. Article 8(sic) Section 1: deletes some standing committees. Article 9 Section 10: redefines disposal of property and funds. Apendix B added for Election Cycle. Apendix C added to include Spending Policy. Apendix D added to include Ethics Policy. Apendix B Election Calendar EVENT MONTH ACTION January Board of Directors forms Nominating Committee for new Directors committee comprised of 5 regular members (not Directors) Must be 120 days or greater before the Annual Business Meeting of the Membership Present slate of BOD candidates at a March Must be 60 days or greater before the Annual Page 16

17 regular Membership Meeting, and accept Business Meeting of the Membership nominations from the Floor. Nominations are then closed. Mail secret ballots to eligible members April Mail ballots within 10 days of closure of nominations. Allow 30 days for return of sealed ballots and make the count. Annual Business Meeting held May Election results announced Table 1 Required Actions for filling Board of Directors positions Apendix C Spending Policy Free State Theatre Organ Society Spending Control and Limits. 1.) Any member in the course of Society business may spend up to $ in a 30 day period and submit the invoice to the Treasurer for payment 2.) Any Committee or Officer may spend up to $ in a 30 day period and submit the invoice to the Treasurer for payment. 3.) Funds up to $ may be spent with the pre-approval by two of the following people: President of the Society, Vice President of the Society, Treasurer of the Society, and the Committee Chairperson of that Committee. There is no time limit. 4.) Funds up to $ must be pre-approved by the President, Treasurer, Committee Chairperson, and two Board of Directors members (not officers). There is no time limit. 5.) Funds above $ must be approved by the Board of Directors. There is no time limit. Apendix D Ethics Policy FSTOS BOARD & STAFF MEMBER CODE OF ETHICS PREAMBLE The CODE applies to FSTOS Board and Staff members activities wherever and whenever they may occur. These ethical standards are goals toward which members should aspire, and guidelines for professional performance and behavior. STANDARDS 1. No past or present FSTOS official shall use his or her title of office for personal gain. 2. Discussion of FSTOS business between Officers, Directors, or Staff prior or subject to action to be taken by the FSTOS Board of Directors is to be held in confidence. Page 17

18 3. No Director, Officer, or Staff member shall speak or write unjustly or disparagingly of any member of FSTOS. 4. Board members or Officers are to abstain from voting on a question which may result in a direct personal or pecuniary interest, and such action is to be recorded. 5. No Director, Officer, or Staff member shall engage in any activity which utilizes his or her executive status to exert unauthorized influence over members of this organization. 6. Personal opinions on FSTOS issues, whether spoken or written, are to be identified such that said opinions are not presented as FSTOS policy. 7. FSTOS stationery or other documents shall not be used for anything other than the business of the FSTOS. 8. A Director, Officer, or Staff shall perform the duties of the office, including duties as a member of any committee of the Board upon which the member may serve, in good faith, in a manner such member believes to be in the best interest of the Society and with such care, including reasonable inquiry, as an ordinary and prudent person in a like position would use under similar circumstances. In performing the duties of an office, a person shall be entitled to rely on information, opinions, reports or statements, including financial statements or other financial data. 9. Complaints of violations of the CODE may be made to the Board of Directors of the FSTOS by any member. Complaints shall be made in writing and accompanied by any documentation. Following review of all charges and evidence, the Board of Directors shall either dismiss the charges or take any action they deem appropriate. I have read and am willing to abide by the FSTOS Code of Ethics as long as I am serving the Society. Date: (This document is to be signed by all FSTOS Officers, Directors, and Staff) Page 18

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