‭BYLAWS OF‬

‭AREA IV, THE AMERICAN GUILD OF ENGLISH HANDBELL RINGERS, INC.‬

‭ARTICLE I‬
‭Name and Offices‬

‭Section I‬ ‭ ame: The name of the organization shall be Area IV, The American Guild of English Handbell Ringers,‬
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‭Inc., hereinafter referred to as Area IV. Said organization has legally obtained a doing business as (dba),‬
‭listed as Handbell Musicians of America, Area 4.‬

‭Section II‬ ‭ ffices: The principal office(s) of the organization shall be located at any place where the organization is‬
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‭qualified to do business. The Board of Directors shall have full power and authority to establish,‬
‭maintain and relocate its principal offices.‬

‭ARTICLE II‬
‭Purpose‬

‭Section I‬ ‭ urpose: The primary objectives of the organization shall be to educate, to promote the exchange of‬
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‭ideas relating to handbell and handchime ringing, and to sponsor educational activities that are not‬
‭exclusively competitive. Recognized by the Internal Revenue Service as a not-for-profit 501(c)3‬
‭charitable organization, it shall be governed in accordance with the laws of the State of Florida, with the‬
‭organization’s Articles of Incorporation along with additional amendments (if any) and with these Bylaws‬
‭as amended periodically. The said organization is established exclusively for charitable, religious,‬
‭educational and scientific purposes.‬

‭ARTICLE III‬
‭Membership and Organization‬

‭Section 1‬ ‭ pon payment of annual dues to the national offices, membership in Area IV shall be open to all‬
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‭individuals and organizations who are members of The American Guild of English Handbell Ringers, Inc.,‬
‭hereinafter referred to as AGEHR, Inc., and who reside in the geographical area designated by AGEHR,‬
‭Inc., as Area IV. This area includes but is not limited to: Florida, Georgia, South Carolina, Puerto Rico, the‬
‭Bahamas and the US Virgin Islands.‬

‭1.1‬ ‭ member in good standing is one who is current with AGEHR, Inc. dues and has no other‬
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‭outstanding financial obligation to Area IV or AGEHR, Inc.‬

‭Section 2‬ ‭ ll categories of membership shall have all of the privileges established by the AGEHR, Inc. Bylaws or‬
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‭AGEHR, Inc. Board of Directors. The Area IV Board of Directors may grant additional privileges.‬

‭2.1‬ ‭Voting privileges of Area IV members shall be consistent with AGEHR, Inc. Bylaws and policies.‬

‭2.2‬ ‭In addition, members can be afforded other membership benefits as established in the future.‬

‭Section 3‬ ‭Area IV shall be administered by a Chair elected from the voting membership.‬

‭3.1‬ E‭ ach state or region within the geographical boundaries of Area IV can be represented and/or‬
‭administered by a Chair or Chairs who shall be members of the Area IV Board of Directors.‬

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 ‭3.2‬ F‭ urther sub-divisions of Area IV may be made at the discretion of the Area IV Chair, with the‬
‭approval of the Area IV Executive Committee.‬

‭3.3‬ ‭ rea IV, its states, and Sub-Areas shall operate under Bylaws in alignment with the national‬
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‭AGEHR, Inc. Bylaws.‬

‭ARTICLE IV‬
‭Executive Committee & Board of Directors‬

‭Section 1‬ T‭ he Executive Committee shall consist of the following officers: Chair, Chair-Elect, Past Chair, Secretary,‬
‭and Treasurer. The Executive Committee shall:‬

‭1.1‬ ‭ erform duties as specified by these Bylaws, the Area IV Board of Directors, and the policies and‬
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‭procedures of Area IV.‬

‭1.2‬ ‭ ct on behalf of the Area IV Board of Directors between annual or called meetings, subject to‬
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‭the Area IV Board of Directors approval.‬

‭Section 2‬ T‭ he Area IV Board of Directors shall consist of the Executive Committee, the State Chairs, and other‬
‭appointed officers or positions designated as members of the Area IV Board of Directors.‬

‭Section 3‬ ‭ embers of the Area IV Board of Directors shall attend, at Area IV expense, all meetings required by the‬
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‭Bylaws or called by the Chair.‬

‭Section 4‬ T‭ here shall be a minimum of one meeting of the Board of Directors per fiscal year. Special meetings may‬
‭be called by the Chair with the approval of the Executive Committee.‬

‭Section 5‬ ‭ majority of members of the Board of Directors shall constitute a quorum at a scheduled or called‬
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‭meeting.‬

‭Section 6‬ E‭ ach member of the Board of Directors must be a member in good standing of Area IV, as stated in‬
‭Article III, Section 1.1.‬

‭Section 7‬ T‭ he Area IV Board of Directors shall have unanimous decision making authority for all business on behalf‬
‭of the organization.‬

‭ RTICLE V‬
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‭Election of Officers‬

‭Section 1‬ ‭The elected officers shall be Chair-Elect, Secretary, and Treasurer.‬

‭Section 2‬ ‭The election shall be held bi-annually during odd-numbered years.‬

‭2.1‬ T‭ he Nominating Committee shall be formed by the Past Chair with the approval of the Executive‬
‭Committee. The Nominating Committee shall be led by the Past Chair and should try to include‬
‭fair representation from areas covered in Area IV. The committee shall consist of no less than‬
‭three members and no more than seven members total. Current Board members, with the‬
‭exception of the Past Chair, may not serve on the Nominating Committee. If the Past Chair‬
‭position is vacant and/or unavailable, an appointed representative either from or appointed by‬
‭the Executive Committee shall be named.‬

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‭2.2‬ T‭ he nominating committee shall prepare a slate of two candidates for each of the following‬
‭offices: Chair-Elect, Secretary, and Treasurer.‬

‭2.3‬ ‭ ballot containing the names of all nominees and biographical material shall be provided to all‬
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‭voting members of Area IV. Ballots will be verified in a two person verification process by the‬
‭Past Chair and a person independent of the Board, who will receive and count the ballots. A‬
‭simple majority of all members voting shall elect. In case of a tie, the election shall be‬
‭determined by a majority vote of the Board of Directors. Timeline for vote will be a minimum of‬
‭two weeks to allow for membership to respond.‬

‭2.4‬ T‭ he Chair-Elect shall serve for six years in the following manner: a two-year term as Chair-Elect, a‬
‭two-year term as Chair, and a two-year term as Past Chair.‬

‭2.5‬ T‭ he Secretary and the Treasurer shall each serve for a term of two years and be eligible for‬
‭re-election, but may serve not more than three terms consecutively in the same office.‬

‭2.6‬ T‭ he term of each elected officer shall commence at the beginning of the fiscal year following‬
‭election in accordance with Article IX, Section 1 of these Bylaws.‬

‭2.7‬ I‭f a person newly elected becomes unable or unwilling to assume office, a nominating‬
‭committee shall be appointed by the Past Chair and an election for that office held in accordance‬
‭with Article V, Section 2.3 of these Bylaws.‬

‭2.8‬ ‭ ny elected or appointed officer who moves from Area IV shall relinquish their office‬
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‭immediately.‬

‭2.9‬ S‭ hould a vacancy occur in the office of Chair, the Chair-Elect shall ascend to the office for the‬
‭unexpired term. Under these circumstances, the Chair’s term shall not exceed three years or be‬
‭shorter than one year. The Past Chair shall immediately appoint a nominating committee to‬
‭nominate two persons for the office of Chair-Elect. Within a period of one month after the‬
‭nominees have been selected and confirmed, a ballot containing these two names and‬
‭biographical material shall be issued to the voting membership in accordance with Article V,‬
‭Section 2.3 of these Bylaws.‬

‭2.10‬ S‭ hould a vacancy occur in the office of Chair-Elect, the Past Chair shall immediately appoint a‬
‭nominating committee to nominate two persons for this office. Within a period of one month‬
‭after the nominees have been selected and confirmed, a ballot containing these two names and‬
‭their biographical material shall be sent to the voting membership in accordance with Article V,‬
‭Section 2.3 of these Bylaws.‬

‭2.11‬ S‭ hould a vacancy occur in any office other than Chair or Chair-Elect, it shall be filled with an‬
‭appointment at the discretion of the Chair and with the approval of the Executive Committee.‬

‭2.12‬ T‭ he term of each officer elected or appointed to fill a vacancy shall commence immediately upon‬
‭notification of their election or appointment.‬

‭2.13‬ ‭ pon evidence of any elected officer’s incapacity to serve or unwillingness to follow the Bylaws‬
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‭and Area IV Official Documents, the Area IV Board of Directors, by a two-thirds (2/3) vote, may‬
‭declare that office to be vacant.‬

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 ‭ARTICLE VI‬
‭Appointed Positions and Committees‬

‭Section 1‬ ‭Appointed Officers‬

‭1.1‬ ‭The appointed officers shall be Sub-Area Chairs and any others deemed necessary.‬

‭1.2‬ ‭ ppointed officers shall be designated by the Chair with the approval of the Executive‬
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‭Committee for a term of up to two years. Appointed officers may be reappointed at the‬
‭discretion of the Chair with the approval of the Executive Committee.‬

‭1.3‬ ‭The appointed officers shall be voting members of the Area IV Board of Directors.‬

‭1.4‬ ‭ pon evidence of any appointed officer’s incapacity to serve or unwillingness to follow the‬
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‭Bylaws and Area IV Official Documents, the Area IV Executive Committee, by a simple majority‬
‭vote, may declare that office to be vacant.‬

‭Section 2‬ ‭ ommittees may be appointed to serve for specified times as the needs and welfare of Area IV demand‬
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‭and shall be appointed by the Chair with the approval of the Area IV Executive Committee.‬

‭2.1‬ ‭ ommittee Chairs shall perform duties as prescribed by the Rules of Procedures, or as directed‬
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‭by the Chair.‬

‭2.2‬ ‭ ommittees serve at the pleasure of the Executive Committee and can be disbanded by a simple‬
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‭majority vote.‬

‭ARTICLE VII‬
‭Official Documents‬

‭Section 1‬ T‭ he Area IV Board of Directors shall establish documents necessary for implementing the provisions of‬
‭these Bylaws and for governing the Corporation. These shall include the Rules of Procedure and any‬
‭other Area IV Official Documents approved by the Area IV Board of Directors.‬

‭Section 2‬ T‭ he rules contained in Robert’s Rules of Order, most recently revised, shall govern Area IV in all cases‬
‭where they are applicable and when they are not inconsistent with these Bylaws or the Rules of‬
‭Procedure adopted by Area IV.‬

‭ARTICLE VIII‬
‭Bylaws Revisions‬

‭Section 1‬ ‭ ylaws revisions may be initiated by a voting member, a special committee appointed by the Chair, or the‬
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‭Board of Directors.‬

‭Section 2‬ ‭ ylaws revisions shall be reviewed by the Area IV Board of Directors. A two-thirds (2/3) vote of the‬
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‭Board of Directors shall be required for approval.‬

‭2.1‬ ‭ fter the Area IV Board of Directors approves the revisions, the revisions shall be submitted to‬
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‭the AGEHR, Inc. Board of Directors for approval.‬

‭2.2‬ ‭ ylaws revisions must be approved by the AGEHR, Inc. Board of Directors prior to being‬
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‭submitted to the Area IV membership for ratification.‬
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‭Section 3‬ I‭f the Area IV Board of Directors rejects the proposed revisions, a petition to the Chair bearing the‬
‭signatures of ten percent of the voting membership shall cause this set of revisions to be submitted to‬
‭the AGEHR, Inc. Board of Directors to begin the revision process.‬

‭Section 4‬ ‭ roposed Bylaws revisions shall be issued to the voting membership in accordance with Article V, Section‬
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‭2.3.‬

‭Section 5‬ ‭ two-thirds (2/3) majority of the votes cast shall be required for adoption. Timeline for Bylaw Revisions‬
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‭will be a minimum of two weeks to allow for membership to respond.‬

‭ RTICLE IX‬
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‭Fiscal Policy‬

‭Section 1‬ ‭The fiscal year shall begin October 1 and extend through September 30.‬

‭Section 2‬ ‭ rea IV shall submit appropriate financial documents to the next higher level of AGEHR, Inc. on an‬
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‭annual basis.‬

‭2.1‬ T‭ he states or regions within Area IV shall submit appropriate financial documents to Area IV on‬
‭an annual basis.‬

‭2.2‬ S‭ ub-Areas within the states shall submit appropriate financial documents to the next higher level‬
‭of AGEHR, Inc. on an annual basis.‬

‭ RTICLE X‬
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‭Dissolution‬

‭Section 1‬ I‭n the event of the dissolution of Area IV and/or state or sub-area of Area IV, all assets shall be‬
‭transferred to the next higher level of AGEHR, Inc.‬

‭ARTICLE XI‬
‭Code of Ethics and Whistleblower Policy‬

‭Section 1‬ ‭ urpose: Area IV requires and encourages directors, officers and employees to observe and practice high‬
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‭standards of business and personal ethics in the conduct of their duties and responsibilities. The‬
‭representatives of the organization must practice honesty and integrity in fulfilling their responsibilities‬
‭and comply with all applicable laws and regulations. It is the intent of Area IV to adhere to all laws and‬
‭regulations that apply to the organization and the underlying purpose of this policy is to support the‬
‭organization’s goal of legal compliance. The support of all volunteers is necessary in achieving‬
‭compliance with various laws and regulations.‬

‭Section 2‬ ‭ iolations: If any director, officer or employee (in the future) reasonably believes that some policy,‬
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‭practice or activity of Area IV is in violation of law, a written complaint must be filed by that person with‬
‭the Area IV Chair or Chair Elect.‬

‭Section 3‬ ‭ ood Faith: Anyone filing a complaint concerning a violation or suspected violation must be acting in‬
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‭good faith and have reasonable grounds for believing the information disclosed indicates a violation of‬
‭the Code. Any allegations that prove not to be substantiated and which prove to have been made‬
‭maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.‬

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‭Section 4‬ ‭ etaliation: Said person is protected from retaliation only if they bring the alleged unlawful activity,‬
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‭policy or practice to the attention of Area IV and provide Area IV with a reasonable opportunity to‬
‭investigate and correct the alleged unlawful activity. The protection described below is only available to‬
‭individuals that comply with this requirement.‬

‭ rea IV shall not retaliate against any director, officer or staff (in the future) who in good faith, has made‬
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‭a protest or raised a complaint against some practice of Area IV or of another individual or entity with‬
‭whom Area IV has a business relationship, on the basis of a reasonable belief that the practice is a‬
‭violation of law, or a clear mandate of public policy‬

‭ rea IV shall not retaliate against any director, officer or employee (in the future) who disclose or‬
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‭threaten to disclose to a supervisor or a public body, any activity, policy or practice of Area IV that the‬
‭individual reasonably believes is in violation of a law, or a rule or regulation mandated pursuant to law or‬
‭is in violation of a clear mandate of public policy concerning health, safety, welfare or protection of the‬
‭environment.‬

‭Section 5‬ ‭ onfidentiality: Violations or suspected violations may be submitted on a confidential basis by the‬
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‭complainant or may be submitted anonymously. Reports of violations or suspected violations shall be‬
‭kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.‬

‭Section 6‬ ‭ andling of Reported Violations: The Board Chair or Chair Elect shall notify the sender and acknowledge‬
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‭receipt of the reported violation or suspected violation within five business days. All reports shall be‬
‭promptly investigated by the Board and its appointed committee and appropriate corrective action shall‬
‭be taken if warranted by the investigation.‬

T‭ his policy shall be made available to all directors, officers and employees (in the future) and they shall‬
‭have the opportunity to ask questions about the policy.‬

‭ARTICLE XII‬
‭Compensation and Conflicts of Interest‬

‭Section 1‬ ‭ ompensation: Except as may be specifically permitted by the Articles of Incorporation, the ByLaws or‬
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‭Area IV’s Policies and Procedures, no member of the Area IV Board or appointed committee shall receive‬
‭any salary, fee, payment, honorarium or other compensation of any kind from Area IV or any other party‬
‭as a result of their position or affiliation with Area IV. Nothing contained herein shall prevent any person‬
‭from being reimbursed by Area IV for expenses incurred in performing authorized business of, or on‬
‭behalf of Area IV; from being paid the usual and normal royalties or honoraria for authoring music,‬
‭books, and other resources published by Area IV; or from being paid the usual and normal honoraria for‬
‭teaching, conducting, or serving as a clinician at events sponsored or endorsed by Area IV.‬

‭Section 2‬ ‭ onflicts of Interest: No member of the Area IV Board or of an appointed committee shall engage in any‬
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‭course of conduct that may result in a conflict of interests with Area IV. No member of the Area IV Board‬
‭or appointed committee, while operating in that capacity, may take any public position contrary to the‬
‭best interests of Area IV or of AGEHR, Inc., without the prior written approval of the Area IV Board.‬

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 ‭ARTICLE XIII‬
‭Indemnification and Nondiscrimination‬

‭Section 1‬ I‭ndemnification: Area IV shall indemnify, to the full extent permitted by the Florida Department of‬
‭State’s Division of Corporations, any person who was or is a party or is threatened to be made a party to‬
‭any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative‬
‭or investigative, by reason of the fact that they are or were a director, officer or volunteer of Area IV, or is‬
‭or was serving at the request of Area IV as a director, trustee, officer, member, manager, employee or‬
‭volunteer or another domestic or foreign nonprofit corporation or corporation for profit, or a‬
‭partnership, limited liability company, joint venture, trust or other enterprise. Area IV may, but shall not‬
‭be required to, indemnify any other person whom it indemnifies under the provisions of the Florida‬
‭Department of State’s Division of Corporations.‬

‭Section 2‬ ‭ ondiscrimination: Area IV, its officers, employees and members will not discriminate against any voting‬
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‭or nonvoting member on any basis including, but not limited to, race, age, color, religion, marital status,‬
‭veteran status, gender, sexual orientation, gender identity or expression, national origin or physical or‬
‭mental disability.‬

‭Effective as of Date of Ratification‬

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