IROCF OFFICERS
BYLAWS OF THE THE INTERNATIONAL ROSE O'NEILL CLUB FOUNDATION

I.  AIMS and OBJECTIVES
Nothing herein shall conflict with the IROC Foundation's Articles of Incorporation under the Missouri Nonprofit Corporation Act and the intent that the IROC Foundation was organized exclusively for charitable, educational and literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. The purpose for which the IROC Foundation is organized is to provide a means of preservation and perpetuation of the memory and works of Rose O'Neill in the following manner:
Section 1. To promote love, friendship and compassion for our fellow man;
Section 2. To promote education and charity by providing for Scholarship Fund to aid needy and talented students in the area of cultural arts, in keeping with the philosophy of Rose O'Neill to help others as she did in her lifetime. Determination of the recipients of the annual scholarships is to be left to the decision of the Board of Directors ("Board"); and
Section 3. To work towards the establishment of an educational Gallery and Museum, which will be open to the general public, as a suitable memorial to Rose O'Neill as a writer, poet, sculptor, illustrator and creator of Kewpie, Scootles and Ho-Ho dolls. The Gallery and Museum will 1) act as a headquarters for the IROC Foundation and is to be located in an area suitable for the operation of the Gallery and Museum; and 2) make available to the general public various educational and instructional materials and exhibitions to further the general knowledge and awareness of Rose O'Neill and her works; and
Section 4. To promote the IROC Foundation as nonprofit Section 501(c)(3) Private Operating Foundation.

II.  MEMBERSHIP
Section 1. Anyone interested in perpetuating the memory of Rose O'Neill and her ideals of happiness as depicted by the lovable Kewpie may be eligible for membership in the IROC Foundation with the payment of appropriate dues. Membership to the IROC Foundation is open to any and all persons, groups, organizations, institutions and corporations interested in promoting the Aims and Objectives of the IROC Foundation.
Section 2. With the approval of the Board, State Affiliate Chapters may be formed by a group of fifteen (15) or more persons who form an organization in keeping with the Articles of Incorporation and Bylaws of the IROC Foundation. There shall be only one affiliate in a state. Associate Chapters may be formed in countries outside of the United States in accordance with special arrangements, on a case by case basis, as my be approved by the Board.
Section 3. Local units may be formed subordinate to State Affiliate Chapters, and shall meet requirements in keeping with the principles of their State Affiliate Chapters.
Section 4. The application for a State Affiliate Chapter must be accompanied by a copy of the proposed Articles of Incorporation and Bylaws, a membership roster and dues for the members for the current year.
Section 5. A member at large may be any person in a locality where there is no State Affiliate Chapter. When a State Affiliate Chapter organizes in the state where a member at large resides, the member at large shall become a member of the State Affiliate Chapter. Also, a member of a State Affiliate Chapter in their state of residence may be a member at large of other State Affiliate Chapters. A member at large of other State Affiliate Chapters is entitled to vote in the activities of the other State Affiliate Chapter after the member at large has paid their membership dues for the third year to that other State Affiliate Chapter.

III.  ELECTIONS OF OFFICERS AND DIRECTORS
Section 1. The President, First Vice President, Second Vice President, Secretary and Treasurer ("Officers") shall be elected at the Annual Business Meeting in even numbered years. The Officers will be elected fo a single two (2) year term. The treasurer is the only Officer permitted to succeed himself/herself with the approval of the Board. All other Officers may succeed himself/herself if nominated at the Annual Business Meeting from the floor by an IROC Foundation memeber in good standing and then elected as provided for below.
Two (2) members of the Board of Directors shall be elected at the Annual Business Meeting in odd numbered years. The position held by the directors with the greatest number of years of service shall be open for election. If more than two directors' positions are represented by the same number of years of service, the open positions will be determined by lottery conducted by the President before the Nominating Committee meets.
Section 2. Nominations will be made by the Nominating Committee of three (3) persons appointed by the President, The Nominating Committee shall present no more than two candidates for each office and candidates shall be selected from as many different State Affiliate Chapters as possible. Candidates will be publicized in the Spring newsletter. Other nominations may be made from the floor.
Section 3. When there is more than one nominee for any office the election for that office shall be by paper ballot. A plurality is required for election.
Section 4. Vacancies in office: Vacancy in the office of President shall be filled by the First Vice President. The Second Vice President shall then move up to the First Vice President.
All other vacancies, including Board of Directors, shall be filled by appointment by the President.
Section 5. Newly elected Officers shall be installed at the Kewpiesta banquet following the election and shall assume responsibilities of their respective offices at the beginning of the IROC Foundation year, May 1st.
Section 6. Any Board member or Officer may be removed from the Board or office, respectively, for cause by a two-thirds vote of the total Board at any meeting of the Board.

Article IV.  DUTIES OF OFFICERS
All officers shall relinquish files and records to their successor within thirty (30) days after installation of the new officers.
Section 1. THE PRESIDENT:
a. Shall call all meetings and preside over meetings.
b. May appoint a Membership Chairperson, an Editor, a Parliamentarian, a Corresponding Secretary, a Historian, a Public Relations Director and an Auditing Committee subject to the approval of the Executive Board.
c. Shall plan and approve the Kewpiesta program and activities, with the cooperation of the Executive Board, and may appoint such committees as deemed advisable for carrying out Kewpiesta plans.
d. Shall appoint a Nominating Committee of three (3) members at least 90 days prior to the regular Annual Business Meeting.
Section 2. THE FIRST VICE PRESIDENT:
a. In absence fo the President, shall assume the duties of that office.
b. Shall serve as director of State Affiliate Chapter and Associate Chapter activities.
Section 3. THE SECOND VICE PRESIDENT:
a. Shall succeed as First Vice President in case of vacancy in that office.
b. Shall promote membership and serve on committees at the discretion of the President.
Section 4. THE RECORDING SECRETARY:
a. Shall take minutes of the Annual Business Meeting of the IROC Foundation.
b. Shall take minutes of all meetings of the Board of Directors and of the Executive Board.
c. Shall be custodian of the seal, and the official records of the IROC Foundation.
Section 5. THE TREASURER:
a. Shall receive and deposit all monies belonging to the IROC Foundation, and shall disburse monies upon receiving proper bills signed by the party to whome the IROC Foundation is indebted, within the rules established by the Executive Board.
b. Shall keep an accurate and complete record of receipts and disbursements, provide a financial statement periodically as may be requested by the President, and shall furnish a financial report at the Annual Business Meeting of the IROC Foundation.
c. Shall maintain records of the Scholarship and Gallery and Museum Funds separately from general IROC Foundation funds, depositing such funds to draw interest when possible until disbursed, under the supervision and direction of the Board of Directors.
d. Shall assist the Auditing Committee, appointed by the President, prior to the Treasurer's records being turned over to a successor, or at other times if requested by the Executive Board.
e. Shall be responsible for the monitoring and submission of all government forms and reports, and interact with any retained consultants pertaining to the funds of the IROC Foundation.
Section 6. THE CORRESPONDING SECRETARY:
a. Shall carry on promptly all communications of the IROC Foundation under the direction of the President.
Section 7. THE PARLIAMENTARIAN:
a. Shall advise the presiding officer when called upon in regard to parliamentary law and procedure.
Section 8. PUBLIC RELATIONS DIRECTOR:
a. Shall disseminate IROC Foundation publicity as directed by the Executive Board to all logical national, state, and local media.
Article V.  VOTING
Section 1. Unless otherwise provided for by the By-Laws, at the discretion of the President, voting may be conducted in any manner recognized as proper by Robert's Rules of Order.

Article VI.  DUTIES OF BOARD OF DIRECTORS
Section 1. The Board of Directors ("Board") shall establish the policies of the IROC Foundation, and shall maintain, direct the distribution, and supervise the Scholarship and Gallery and Museum Funds.
Section 2. Shall be the governing body in any matters not specifically designated in the Articles of Incorporation and Bylaws as being the responsibility of the Executive Board or Officers of the IROC Foundation.
Section 3. Shall have the power to approve and issue charters to State Affiliate Chapters and Associate Chapters.
Section 4. Members of the Board of Directors: In addition to the Officers and immediate Past President, there may not be more than six (6) additional voting members and any non-voting honarary members. Seven members shall constitute a quorum.
Section 5. The Board shall meet at the call of the President or by a minimum of 50% of the voting members of the Board. Each Board member shall be given not less than thirty (30) days prior written notice of the time and place of the called meeting.

Article VII.  DUTIES OF THE EXECUTIVE BOARD
The Executive Board (consisting f the five elected officers):
Section 1.
a. Shall determine the amount of the annual dues and dates when due.
b. Shall establish the dates for Kewpiesta, and the date of the Annual Business Meeting, which shall be not more than one day prior to the start of Kewpiesta activities.
c. Shall conduct routine business affairs of the IROC Foundation and establish rules for the disbursement of funds for the usual business expenses of the IROC Foundation.

VIII.  FUNDS
Section 1.  Funds of the IROC Foundation shall be used to defray expenses incurred for promoting Purpose of the IROC Foundation, as stated in the Articles of Incorporation.
Section 2.  Expenditures for activities of Kewpiesta, for the promotion of publicity, for publications for activities concerning learning more about Rose O'Neill and her works, for the dissemination of information, and any other incidental expenses shall be as approved by the Executive Board.
Section 3.  Twenty percent (20%) of all dues collected shall be set aside to accumulate for a Scholarship Fund.
Section 4.  Twenty percent (20%) of all dues collected shall be set aside to accumulate for the Gallery and Museum Fund.
Section 5.  During the month of June after after all outstanding bills have been paid, the President shall instruct the Treasurer to transfer the larger amount of either: 1) sufficient funds from the General Fund to the Scholarship Fund and the Gallery and Museum Fund in equal amounts as required to maintain the IROC Foundation as a Private Operating Foundation or; b) twenty percent (20%) of the funds in the General Fund to the Scholarship Fund and twenty percent (20%) of the funds in the General Fund to the Gallery and Museum Fund.
The Scholarship Committee shall review the IROC Foundation Balance Sheet in regard to percentages transferred to the Scholarship Fund in years divisible by five.
Section 6.  The IROC Foundation may accept donations, money, or items, from any individual or institution for the purpose of furthering the Purpose of the IROC Foundation.

VIII.  KEWPIESTA
Section 1.  The IROC Foundation will sponsor an annual celebration in April in Branson, Missouri, in memory of Rose O'Neill.  This event shall be known as Kewpiesta.  During the three (3) or more day period, the President, with the cooperation of the Executive Board, shall plan events which will foster the philosophy of Rose O'Neill and spread knowledge of her works.
Section 2.  The dates for Kewpiesta in April shall be decided upon by the Executive Board and members shall be notified by October 1 of the previous year.

X.  ETHICS
Section 1.  All members are expected to comply with the Articles of Incorporation and Bylaws as the established policies and procedures of the IROC Foundation.  Each member agrees to conduct himself/herself at all times in an ethical and harmonious manner so as to insure the fulfillment of the Purpose of the IROC Foundation.  Each member is expected to comply with any reasonable request of the officers.
Section 2.  Any member who is continuously disruptive in meetings, or creates serious dissension in any IROC Foundation activity shall be brought before the Executive Board who may request the resignation of the member.
Section 3.  Any member censured or asked to resign has the right to present his/her position to the membership of the IROC Foundation at the Annual Business Meeting who would then vote to uphold or deny the recommendation of the Executive Board.

XI.  USE OF DIRECTORIES/MEMBERSHIP LISTS
Section 1.  Any IROC Foundation Directories and/or Membership Lists shall not be used for mass mailings and commercial purposes by anyone other than the current IROC Foundation Officers subject to the approval of the President.
Section 2.  Violation of Section 1 of By-laws XI may be cause for cancellation of membership.

XI.  AMENDMENTS
Section 1.  The By-laws may be amended, deleted, or added to at any meeting of the Board of Directors by a two thirds (2/3) vote of the members present, providing that due notice of such proposed amendment, deletion, or addition in the form of a copy thereof be mailed to each board member at least ten (10) days in advance of the date of the meeting and that there shall have been at least thirty (30) days notice of the meeting date.

XII.  INTENT
Section 1.  The Articles of Incorporation and By-laws have been drawn up as a set of rules and guidelines for the orderly conduct of the IROC Foundation and its activities with the Kewpie spirit of good fellowship, love, compassion for all, and the greatest interest in the promotion and perpetuation of the Foundation and its Purpose as a 501(c)(3) Private Operationg Foundation.

04/2003