BYLAWS of the
APPLIED IMPROVISATION NETWORK

TABLE OF CONTENTS:

• Article I: Name, Identity, and Purpose
• Article II: Members
• Article III: Board of Directors
• Article IV: Officers
• Article V: Board Committees
• Article VI: Miscellaneous

ARTICLE I: NAME, IDENTITY, AND PURPOSE

Section 1.01

Name: The full name of the organization is the Applied Improvisation Network (hereinafter AIN).

Identity: AIN is a global network for all those who practice, train, study, and teach multiple facets of applied improvisation. 

Section 1.02

Purpose: The Applied Improvisation Network (AIN) cultivates community and professional excellence within an international membership that applies the principles and skills of improvisation across individual, organisational, and global contexts.

Objectives: 

1. To promote the practice of applied improvisation
2. To support members and practitioners of applied improvisation
3. To develop methods of best practice
4. To connect our members to each other to foster collaborative working opportunities
5. To partner with organizations to promote and teach applied improvisation to their members

ARTICLE II: MEMBERS

Section 2.01

Membership: Any individual or group who subscribes to the mission of AIN shall be eligible to apply for membership. An applicant for membership shall submit to AIN a completed membership application and payment of the appropriate dues, as established by the Board of Directors.  Membership in good standing is based upon support of the mission and purpose of the AIN and current payment of dues. 

The term of membership shall be annual.  Members in good standing can automatically renew membership by payment of the succeeding year’s dues.

Section 2.02 

Membership Benefits: Members in good standing are eligible to affiliate with and participate in member communities or regional groups, nominate candidates for Board service, serve on the Board of Directors and AIN committees, and receive additional benefits. Any rights or interests of a member shall not terminate except upon the happening of any of the following events: death, resignation, expulsion, dissolution or liquidation of AIN.

Section 2.03 

Membership Meetings: Annual meetings or townhalls of the membership will be held at times and places determined by the Board of Directors.

Section 2.04

Quorum: At membership meetings or for any action requiring the vote of membership, ten percent (10%) of the eligible voting members of AIN participating in the meeting or action will constitute a quorum.  A majority of the votes cast in any meeting or action at which a quorum participates shall be the act of the membership. 

ARTICLE III: BOARD OF DIRECTORS

Section 3.01

Authority of Directors: The Board of Directors (hereinafter the Board) is the policy-making body of AIN and may exercise all the powers and authority granted to AIN by law. The Board shall oversee the Network’s policies and procedures. Among its other powers, the AIN Board shall have and may not delegate the power to:

1. Adopt, amend, and repeal the Bylaws, Articles of Incorporation, the purpose statement, and the objectives of AIN.
2. Elect or remove Board members or its officers
3. Adopt and allocate the budget
4. Adopt programs, eliminate programs, approve formal partnerships, or dissolve the organization
5. Obligate the organization to new debts, approve any application for and acceptance of any lines of credit or any other borrowing of funds in the name of the organization

Section 3.02 

Board Quorum: A quorum shall consist of a simple majority of the total number of voting Board members then in office.  All actions shall be by majority vote of those present at a meeting at which a quorum is present.

Section 3.03 

Ex-officio, emeriti, and other specially appointed Board members do not have voting rights and they shall not be counted towards quorum.

Section 3.04  

Number of Board Members: The Board shall consist of a minimum of seven (7) and up to sixteen (16) voting members. The number of Board members may be increased or decreased by action of the members or the Board, provided that any action by the Board to effect such increase or decrease shall require the vote of a majority of the entire Board of Directors.

Upon approval of the Board, the Board President may appoint non-voting ex officio members of the Board to serve in important organizational roles such as Conference Chair or Legal Advisor.

Section 3.05 

Election and Term of Board Members:

Election: Directors shall normally be elected in January but the Board may elect Directors at regular or special meetings to fill a vacancy. Board members shall be elected by a two-thirds majority vote of the Board members present at a meeting at which two-thirds of the voting members are present. 

Terms: Unless otherwise specified when elected (e.g. when filing a vacancy as provided in Section 3.07), Directors shall be elected for a term of two (2) years, normally coinciding with the calendar year (January start) after their successor has been elected and qualified. 

Voting members of the Board of Directors may serve no more than three (3) consecutive terms; however, a Director may remain on the Board subsequent to serving three consecutive terms if they are serving in an officer role (not to exceed two years).  For purposes of this limit, a Director elected to fill a vacancy for a partial term will be considered to have served a full term if they serve one (1) year or more.

Following a period of two years (the length of one term) off the Board of Directors, members may again be nominated for and elected to serve on the Board.

Emeritus Members: The Board may elect non-voting emeritus members with lifetime terms in recognition of individual service.

Section 3.06

Resignation and Removal: Resignations are effective upon receipt of a written notification by the Board President. 

The Board of Directors, at their discretion, may remove any Director by a two-thirds majority of the voting Board at the time. Removal shall occur only after the Director complained against has been given notice and a reasonable opportunity to respond to the Board.

The AIN Membership, at their discretion, may remove any or all Directors by two-thirds majority of a quorum of the eligible voting members of AIN.

Section 3.07 

Vacancies: Any vacancy on the Board, from whatever cause arising, shall be filled by the procedures set forth in these Bylaws. Vacancies need not be filled immediately. If the number of Board Members remaining in office falls below seven (7), the Board may fill the vacancy by the affirmative vote of the majority of the Board Members remaining in office. A director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of their predecessor.

Section 3.08 

Meetings: The Board shall hold at least four (4) regular meetings annually. The Board may hold meetings at such times and places as the Board shall determine. Any or all members of the Board may participate in a meeting by telephone, internet or similar communication technology, so long as members participating in such meetings can hear one another, and such participation shall constitute presence in-person at the meeting.

Special Meetings: Special meetings of the Board shall be called upon the request of the Board President or one-third of the Board. The Secretary or AIN Administrator shall send out email notices of special meetings to each Board member at least 10 days in advance.

Section 3.09

Action by Electronic Communication: Any action that may be taken in writing pursuant to these Bylaws may be taken through electronic software so long as the action is sent from a format that can be stored or printed by AIN in accordance with state and federal code.

Section 3.10 

Action Without a Meeting: Any action required or permitted to be taken at a meeting of the Board (including amendment of these Bylaws) or of any committee may be taken without a meeting if all of the members of the Board or committee consent in writing (including communications transmitted or received by electronic means) to taking the action without a meeting and to approving the specific action and the written consents are included in the minutes or filed with the records reflecting the actions taken.

Section 3.11 

Compensation of Board Members: Board Members shall not be compensated or salaried for serving on the AIN Board.

Section 3.12 

General Standards for Board Members: Each Board Member shall discharge the duties of a Board Member, including committee duties, in good faith with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Board Member reasonably believes to be in the best interests of the Network.

ARTICLE IV: OFFICERS

Section 4.01 

Officers: The Board of Directors will select the officers of AIN. The four positions are President, Vice President, Treasurer, and Secretary.  No Member of the Board of Directors may hold more than one of the officer positions at the same time. The Board may create additional officer positions to serve emergent needs of the organization.

Terms: Officers may serve up to three two-year terms in any one office. Officer terms shall follow the election of new board members and begin on regular intervals.  Serving in an officer role may not exceed a board member’s consecutive service years beyond two additional years.

Elections: The Board Development Committee shall coordinate the Officer nomination and election process. Nominees for Board President shall be current or previous Directors in good standing. Other Officer nominees shall be current or prior Directors or general AIN members in good standing. Officers shall normally be elected between September-November; however the Board may hold elections at a regular or special meeting to fill a vacancy.

Section 4.02 

Duties: Subject to control of the Board of Directors, all Officers shall have such authority and shall perform such duties as may be provided in these Bylaws or by resolution of the Board. An Officer shall discharge their duties in good faith with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Officer reasonably believes to be in the best interest of AIN.

Duties of the Board President: Under its current organizational structure, the President shall serve as executive director of AIN, shall hold responsibility for the general management of the affairs of AIN, and shall oversee the actions of the Board of Directors. The President or their designee shall serve as the presiding officer at meetings of the membership and the Board of Directors. The President shall perform all other duties customary to that office and have such authority and powers as the Board of Directors may from time to time prescribe.

Duties of the Vice President: In the absence of the Board President, the Vice President shall perform the duties of the President and shall have all of the powers of and be subject to all restrictions upon the President. The Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe by resolution or as the President may from time to time provide, subject to the powers and supervision of the Board of Directors.

Duties of the Treasurer: The Treasurer shall have the care and custody of all of the funds and securities of the organization, including regularly informing the Board of key financial reports, events, trends, and concerns. The Treasurer shall chair the Finance committee and with it propose any necessary budgets or financial reports. The Treasurer shall, when duly authorized by the Board of Directors, deposit AIN funds in such bank accounts as the Board of Directors may from time to time determine; sign and execute all contracts in the name of AIN when countersigned by the President; sign checks, drafts, notes, and orders for the payment of money; and other related financial transactions which shall have been duly authorized by the Board of Directors and countersigned by the President.

Duties of the Secretary: The Secretary shall work with any designated staff person to keep an accurate record of the proceeding of all meetings of the Board of Directors and other business meetings of AIN. They shall ensure the maintenance of the permanent records of AIN and in general shall perform all duties customary to the office of Secretary which shall have been authorized by the Board of Directors.

Section 4.03 

Resignation and Removal: Resignations are effective upon receipt by the President or Secretary of a written notification. The Board of Directors, at its discretion, may remove any Officer by a two-thirds majority of the entire voting Board. Removal shall occur only after the Officer complained against has been given notice and a reasonable opportunity to respond to the Board.

Section 4.04 

Vacancies: Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of a term shall be filled by the Board. The term of an officer filling a vacancy shall begin immediately and shall end as originally scheduled.

ARTICLE V: BOARD COMMITTEES

Section 5.01

Executive Committee: The AIN Board shall have an Executive Committee, composed of the Officers of the Board. Chaired by the Board President, the Executive Committee shall administer the policies and decisions of the Board of Directors and assist in managing the administrative affairs of the Network. All actions taken by the Executive Committee shall be reported regularly to the Board of Directors.

Section 5.03 

Standing Committees: In addition to the Executive Committee, there shall be four Standing Committees of the Board: the Board Development Committee, the Finance Committee, the Membership Committee, and the Conference Committee. 

1. The Board Development Committee coordinates efforts supporting board member recruitment, selection, orientation, training, and mentoring.  The Board Development Committee may also coordinate efforts supporting board cohesion, risk management, and strategic planning.
2. The Finance Committee is chaired by the AIN Treasurer and supports the monitoring of AIN’s fiduciary responsibilities.  This may include monitoring AIN’s annual budget, reviewing AIN’s overall fiscal health, ensuring all legal requirements are met, and drafting policies or guidelines to assist in the management of AIN’s funds. 
3. The Membership Committee coordinates AIN membership, including criteria for membership, credentialing members, member benefits, and member communities.  The Membership Committee may also assess and monitor member needs to help inform organizational programs, conferences, regional groups, and related member activities.
4. The Conference Committee is charged with long-range planning and general oversight of AIN conferences and convening events.  Typically, the Conference Committee will work alongside the specific conference planning team and serve as a conduit between it and the Board.  

The Board President shall collect nominations from Directors to serve as chairs of the standing committees and facilitate the appointment of chairs.  Chairs shall be current members of the Board and shall serve one-year, renewable terms.  The Board of Directors, in consultation with committee chairs, may appoint additional members to serve on committees as needed.  Committee members may include Board members or AIN members in good standing. 

Section 5.04 

Other Committees: The Board of Directors shall establish other committees, networks, and task forces as are determined to be necessary to serve the goals of the Network and its members. All such bodies shall be evaluated regularly by the Executive Committee and may be retained, revised, or eliminated by action of the Board. These committees shall consist of a small group of individuals who carry out specific programs or projects, and who advise the Board on those specific areas of operations.  

Section 5.05 

Committee Records: Descriptions of the functions and duties of all Board committees, networks, and task forces shall be submitted to the Secretary and shall be made available to members of the Board upon request.  In addition, all committees shall maintain accurate minutes of meetings, including notation of actions and decisions taken on AIN-related projects or policies.  

ARTICLE VI: MISCELLANEOUS

Section 6.01 

Financial Administration:  In order to maintain its U.S. federal tax exemption, AIN must engage primarily in activities that accomplish one or more of its tax-exempt purposes. All revenue derived from dues, assessments, sale of publications, grants or other sources shall be used entirely for the work of AIN. No part of the incomes of AIN shall be paid to any member as a share or dividend.  However, Officers, Directors, committee members, members, and staff may be reimbursed for necessary pre-approved expenses related to their duties and AIN employees may be paid wages and salaries consistent with the Board approved budget. No loan shall be made or contracted on behalf of AIN, and no evidence of indebtedness shall be issued in its name.

Section 6.02 

Books and Records: AIN shall keep correct and complete books and records of accounts, minutes of the proceedings of the Board of Directors, standing committees, and other established Board entities, and a list or record containing the names of all its members.

Given IRS recognition of its federal tax-exemption, AIN shall keep available for public inspection copies of the exemption application as filed and any related forms.

Section 6.03 

Bylaw Amendments: The power to make, alter, amend, or repeal these Bylaws is vested in the Board of Directors. Proposed amendments will be introduced at one Board meeting and voted upon at a subsequent Board meeting. Any such action shall be upon the approval of a two-thirds majority vote at a meeting at which two-thirds of the voting members are present.

Section 6.04 

Conflict of Interest: The Board shall by resolution adopt a conflict of interest policy and framework applicable to the conduct of Officers, Directors, members of committees of the Board, and AIN employees.