BYLAWS OF INDIANA ARTISAN, INC.
December 16, 2022
ARTICLE I. NAME AND LOCATION
SECTION 1. The name of the corporation shall be Indiana Artisan, Inc. (the “Corporation”).
SECTION 2. The location of the registered office of the Corporation shall be set forth by the Board of
Directors.
SECTION 3. Other offices for the transaction of business shall be located at such places as the Board of
Directors may determine.
ARTICLE II. MEMBERSHIP
The Corporation shall not have members.
ARTICLE III. DIRECTOR’S MEETINGS
SECTION 1. The Board of Directors (“Board”) shall hold an annual meeting at the principal office of the
Corporation or any other place as designated in the notice of the meeting.
SECTION 2. Board meetings will be held on a regular basis, not less than three times a year, with “when”
and “how” designated by the Chair. There will be at least ten days notice of a meeting of the Board. These
meetings will be for the purpose of hearing reports and other appropriate business. Special meetings of
the Board may be called by the Chair or Vice-Chair and must be called by either of them on the written
request of any member of the Board.
SECTION 3. All meetings shall be held at the principal office of the Corporation unless another place
shall be designated in the notice of the meeting.
SECTION 4. Notice of time, place and purpose of any annual or Special Meeting, except as herein
otherwise provided, shall be given to each director personally by mail (including e‐mail) or telephone.
Regularly scheduled meetings may be held without notice.
SECTION 5. The Chair or, in his/her absence, the Vice‐Chair shall preside at all such meetings.
SECTION 6. At all meetings of the Board, a majority of the directors shall constitute a quorum for the
transaction of business, and the acts of the majority of the directors present at a meeting at which a
quorum is present shall be the acts of the Board. Members of the Board able to join a meeting via phone
and/or computer conferencing will be considered as part of a quorum. If, at any meeting of the Board,
there is less than a quorum present, the majority of the directors present may adjourn the meeting.
SECTION 7. Any action that may be taken by the Board at a meeting may be taken without a meeting if
authorized in writing and signed by all of the directors.
ARTICLE IV . BOARD OF DIRECTORS
SECTION 1. The Board shall consist of at least three (3) and not more fifteen (15) directors.
SECTION 2. The Board shall have the general management and control of all business and affairs of the
Corporation and shall exercise by appropriate rules or resolutions all the powers that may be exercised or
performed by the Corporation under its Articles of Incorporation and the Bylaws. Directors will be
expected to meet the criteria and agree to the position descriptions for them.
SECTION 3. Directors shall be elected by the Board. Directors other than the Advisory Council director
shall be elected for terms of three years, except to fill a vacancy. Directors will normally not serve more
than two full three-year terms, but may serve as much as three full three-year terms, plus up to two years
of a partial term. Service on the Board shall be measured beginning with terms ending in 2018. The terms
of office of the directors other than the Advisory Council director shall be staggered so that seats of
one-third of the directors expire each year. The members of the Advisory Council shall annually nominate
a representative for the Board’s consideration. The Advisory Council director shall be elected for a term of
one year, except to fill a vacancy. The Advisory Council director may serve a maximum of six years on
the Board. The service of a director filling a vacancy shall not be considered towards the maximum
allowed Board service.
SECTION 4. Any director may resign at any time by delivering a written resignation to the Chair or
Vice‐Chair of the Corporation. The term of a director will also expire upon his or her death or incapacity,
or when his or her successor has been elected and qualified. Upon affirmative vote of a majority of the
directors then serving on the Board, any director may be removed from the Board, either with or without
cause. Such a removal is without prejudice to contract rights, if any, that he or she may have with the
Corporation. If a vacancy occurs on the Board, including a vacancy resulting from an increase in the
number of directors: (a) the Board may fill the vacancy by affirmative vote; or (b) if the directors
remaining constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote
of a majority of all the directors remaining in office. A vacancy that will occur at a specific later date (by
reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new
director may not take office until the vacancy occurs.
SECTION 5. No compensation shall be paid to directors for their services as directors. No remuneration
shall be paid to a director for services performed by them for the Corporation in any other capacity, unless
a resolution authorizing such remuneration shall have been unanimously adopted by the Board before the
services were undertaken.
SECTION 6. The Board shall hold an annual meeting to elect directors. The directors shall elect the
officers of the Corporation. Such election shall be held at the directors meeting following each annual
meeting.
ARTICLE V . OFFICERS
SECTION 1. The principal officers of Indiana Artisan, Inc. shall be a Chair, a Vice‐Chair, Treasurer, a
Secretary, and the President/Executive Director. Directors may appoint an assistant Secretary/Treasurer,
and such other officers as, in their judgment, may be necessary. Any two offices, except those of Chair
and Vice‐Chair and those of Chair and Treasurer may be held by the same person.
SECTION 2. The Chair, Vice‐Chair, Treasurer, and Secretary will serve as the executive committee and
will primarily develop, oversee and/or approve strategy and personnel issues, with votes going through
the full board.
SECTION 3. The officers of the Corporation. shall be elected every odd-numbered year by the Board
after the annual meeting for that year; and such officers shall hold office at the pleasure of the Board for a
term of two (2) years. All officers must be natural persons of legal age.
SECTION 4. Upon affirmative vote of a majority of the directors then serving on the Board, any officer
may be removed, either with or without cause, and his or her successor elected at any regular meeting of
the Board, or at any special meeting of the Board called for such a purpose. Such a removal is without
prejudice to contract rights, if any, that he or she may have with the Corporation.
SECTION 5. In case any office becomes vacant by death, resignation, retirement, incapacity, or any other
cause, such vacancy shall be filled by the affirmative vote of a majority of the directors then serving on
the Board. An officer so elected shall hold office and serve until the next annual meeting of the Board of
Directors and until his or her successor is elected and qualifies.
SECTION 6. The Chair shall preside at all meetings of the Board. S/he shall have all the general powers
and duties that are usually vested in the office of the Chairperson of a corporation (including, but not
limited to, the power to appoint committees from among the membership from time to time as he or she
may, at his or her discretion, decide is appropriate in the conduct of affairs of the Corporation). The Chair
shall be an ex officio member of all committees.
SECTION 7. The Vice‐Chair shall take the place of the Chair and perform those duties whenever the
Chair shall be absent or unable to act. If neither the Chair nor the Vice‐Chair is able to act, the Board shall
appoint some other director to do so on an interim basis. The Vice‐Chair also shall perform such other
duties as shall from time to time be imposed upon him or her by the Board.
SECTION 8. The Secretary shall keep the minutes of all meetings of the Board, and the minutes of all
meetings of the Indiana Artisans. S/he shall have charge of books and papers as the Board may direct, and
s/he shall, in general, perform all the duties incident to the office of the Secretary.
SECTION 9. The Treasurer shall regularly examine all financial records with the intent of assuring that
all financial affairs of the corporation are legal and proper. The Treasurer shall examine and recommend
for approval all annual reports of the Corporation before submission to the Board for acceptance.
SECTION 10. The President/Executive Director shall be charged with the general supervision of the
affairs of the Corporation. He or she shall:
A. With the Board Chair, enable the Board to fulfill its governance function.
B. Implement Board policies.
C. Give direction and leadership toward achievement of the Corporation’s philosophy, mission,
strategy, and its annual goals and objectives.
D. Work with the Board in the development of the strategic plan and oversee its implementation. E.
Implement the Corporation’s budget and work with the Treasurer and any appropriate committee in
developing the proposed budget.
F . Oversee fund raising and other resource development.
G. Oversee programs and services.
H. Serve as a nonvoting member of the Executive Committee.
I. Act as a representative of the Corporation.
J. Act as a chief spokesperson for the Corporation.
K. Supervise any staff.
L. Report to the Board.
SECTION 11. With the exception of the President/Executive Director, no compensation shall be paid to
the officers for their services to the Corporation as officers. Further, no remuneration shall be paid to an
officer for services provided by them to the Corporation in any capacity other than an officer unless a
resolution authorizing such remuneration shall have been unanimously adopted by the Board before the
services were undertaken.
SECTION 12. No officer, agent, or representative of the Corporation shall make or enter into, on the
Corporation’s behalf, any contract, transaction, or act on behalf of the Board without the Board’s prior
approval.
ARTICLE VI. CONFLICT OF INTEREST POLICY
The Corporation shall maintain a Conflict of Interest Policy. The purpose of said policy shall be to protect
the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might
benefit the private interest of an officer or director of the Corporation or might result in a possible excess
benefit transaction. This policy is intended to supplement but not replace any applicable state and federal
laws governing conflict of interest applicable to nonprofit and charitable organizations.
ARTICLE VII. CONTRACTS, CHECKS, DEPOSITS AND FUNDS
SECTION 1. The Board may authorize any officers, or agents of the Corporation, in addition to the
officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in
the name of, and on behalf of, the Corporation, and such authority may be general or confined to specific
instances.
SECTION 2. All checks, drafts or orders for the payment of money, notes or other evidence of
indebtedness, issued in the name of the Corporation shall be signed by an officer, director or designated
agent of the Corporation. All such checks, drafts or orders drawn on an amount greater than $15,000 shall
be signed by two (2) of the above officers, directors, or designated agents. (Any combination of officers,
directors or agents is acceptable.)
SECTION 3. Any officer, director or designated agent is authorized on behalf of the Corporation to
endorse for deposit the same to the credit of the Corporation at such banks and depositories as the Board
may designate.
SECTION 4. All funds of the Corporation shall be deposited in a timely fashion to the credit of the
Corporation in such banks, trust companies or other depositories as the Board may select.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the Corporation shall commence on January 1 of each year and end on December 31.
ARTICLE IX. DISSOLUTION
The property of the Corporation is irrevocably dedicated to charitable and educational purposes and no
part of its net income or assets shall ever inure to the benefit of any director or officer thereof or to the
benefit of any private person. Upon the dissolution or winding up of the Corporation, its financial assets
remaining after payment, or provision for payment, of all debts and liabilities shall be distributed to a
similar nonprofit fund, foundation, or corporation which is organized and operated exclusively for
charitable and educational purposes and which has established its tax exempt status under Section
501(c)(3) of the Internal Revenue Code. The physical assets of the Corporation are to be transferred to a
similar nonprofit fund, foundation or corporation which is organized and operated exclusively for
charitable and educational purposes and which has established its tax-exempt status under Section
501(c)(3) of the Internal Revenue Code.
ARTICLE X. AMENDMENT OF ARTICLES OF INCORPORATION OR BYLAWS
The Board may, by the affirmative vote of the majority of the directors who are entitled to vote, amend
the Articles of Incorporation or these Bylaws, including the fixing and altering of the number of directors,
at any meeting of the Board. A ten (10) business day notice of the meeting, and of the proposed
amendment, shall be duly given to all directors.
ARTICLE XI. COMMITTEES
SECTION 1. The Board may, by resolution adopted by a majority of the directors then in office, designate
one or more committees each of which shall consist of at least two directors. Any committee that includes
individuals who are not on the Board may not be delegated the authority or power of the Board.
SECTION 2. Meetings and actions of all committees shall be governed by, and held and taken in
accordance with, the provisions of these Bylaws, concerning meetings and actions of directors, with such
changes in the context of those Bylaws as are necessary to substitute the committee and its members for
the Board and its directors, except that a quorum shall not consist of less than two committee members.
SECTION 3. At a minimum, the standing committees of the corporation shall include the Executive
Committee, the Governance Committee, and the Finance Committee.
SECTION 4. The Executive Committee shall exercise the traditional responsibilities of a non-profit
corporation. The members of the Executive Committee shall be the Chair, the Vice Chair, the Treasurer,
the Secretary, and the President/Executive Director. The President/Executive Directors shall be a
nonvoting member of the Executive Committee.
SECTION 5. The Governance Committee shall be responsible for nominations of directors (with the
exception of the representative of the Advisory Council) and officers. The Governance Committee shall
also be responsible for review and recommendations for changes in the corporation’s governance
documents.
SECTION 6. The Finance Committee shall be responsible for approving a recommended budget to the
board of directors. The Committee shall consist of the Treasurer, the President/Executive Director and at
least one other member of the Board. The President/Executive Directors shall be a nonvoting member of
the Finance Committee
SECTION 7. Minutes of committee meetings shall be presented regularly to the
Board. ARTICLE XII. RECORDS AND
REPORTS
SECTION 1. The Corporation shall keep as permanent records a record of the
following: a) Minutes of meetings of the Board;
b) A record of actions taken by the directors without a meeting; and
c) A record of actions taken by committees of the Board.
SECTION 2. The Corporation shall keep a copy of the following records at the Corporation’s principal
office:
a) Articles of Incorporation and all amendments thereto currently in effect;
b) Bylaws and all amendments thereto currently in effect;
c) the minutes of all meetings and records of all actions approved by the Board for the past three
years; d) a list of the names and addresses of the Corporation’s current directors and officers; and e)
The Corporation’s most recent annual report delivered to the Secretary of State.
ARTICLE XIII. ADVISORY COUNCIL
The Advisory Council shall provide a conduit from Indiana Artisans to the Board. Members of the
Advisory Council are charged with listening to the ideas, concerns, and needs of Indiana Artisan
members and forming appropriate recommendations to the board to address these. The Council will be
responsible for selecting a representative to the board, said representative to be selected not later than one
month before the annual meeting of the corporation. The Advisory Council shall be appointed by the
board of directors for terms of two years. Members may serve a maximum of three full terms.
ARTICLE XIV . INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. To the fullest extent permitted by law, the Corporation shall indemnify its directors, officers,
employees, and agents, including persons formerly occupying any such position, and the heirs, executors
and administrators of such persons, against all expenses (including attorney’s fees and disbursements),
judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection
with any action, suit, or proceeding, including an action by or in the right of the Corporation, by reason of
the fact that the person is or was a director, officer, employee or agent.
SECTION 2. The foregoing rights of indemnification shall not be deemed exclusive of any other rights to
which such person may be entitled apart from Article XIV , Section 1.
SECTION 3. The Board shall have the power to purchase and maintain insurance to the full extent
permitted by law on behalf of its officers, directors, employees, and other agents, against any liability
asserted against or incurred by such persons in such capacity or arising out of the person’s status as such.
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CERTIFICATION OF THE SECRETARY
This is to certify that the foregoing copy of the Bylaws of Indiana Artisan, Inc. is a true and complete
copy thereof consisting of six (6) pages, adopted and approved by the Board of Directors at a meeting
duly held upon proper notice on the 16th day of December, 2022, to be effective for all purposes from and
after December 16, 2022..
Secretary, Indiana Artisan, Inc.
