Network of Nonprofit Search Consultants

Bylaws

BYLAWS OF THE
NATIONAL NETWORK OF NONPROFIT SEARCH CONSULTANTS
(dba NETWORK OF NONPROFIT SEARCH CONSULTANTS)

Revised May 11, 2023.

ARTICLE I
NAME AND OBJECTIVES

Section 1.1 Name. The name of this organization shall be the Network of Nonprofit Search Consultants, an Illinois not-for-profit corporation (hereafter also referred to as "NNSC").

Section 1.2 Location. NNSC will have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office, and may have such other offices within or outside of the State of Illinois as the Executive Committee may determine.

Section 1.3 Purposes. The corporation is organized exclusively for charitable, religious, educational and scientific purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any further tax code.

Section 1.4 Mission. NNSC’s Mission is to provide a forum for executive search consultants to discuss best practices in the field of retained search services predominantly for nonprofit organizations and non-governmental organizations, as well as ensure that the best leadership is in place to meet the needs of a strong, vibrant nonprofit sector.

ARTICLE II
MEMBERSHIP

Section 2.1 Membership Qualifications. Membership may be granted to any individual who (i) meets the criteria for membership set forth below; (ii) shares interest in and supports the purposes of NNSC; (iii) abides by these Bylaws and such other policies, rules, and regulations as NNSC may adopt; and (iv) meets such additional criteria for membership in NNSC as the Executive Committee may establish.

Section 2.2 Criteria for Membership. Membership is open to individuals who are actively involved in leading executive searches in the nonprofit sector and who are associated with a firm or a search practice within a firm predominately devoted to conducting executive searches. In addition, members must meet at least one of the following criteria:

Have three years of experience facilitating, supporting or leading executive searches in the nonprofit sector with at least 50% professional time devoted to that activity
Have three years of experience in a non-search capacity of a retained search firm with at least 50% professional time devoted to nonprofit executive search
Have an ownership position in a business that primarily does nonprofit executive searches and be actively involved in leading searches for a minimum of one year.
A current or past NNSC member will be eligible for Emeritus status following at least five years of membership and at the recommendation of the Membership Committee. A qualifying event would include but not be limited to retiring from the nonprofit executive search field or changing roles within one’s firm that no longer includes actively leading or supporting searches and at a reduced capacity as one nears retirement.

Section 2.3 Application. The Executive Committee, or its designee(s), will adopt procedures to facilitate the consideration of applicants for membership in NNSC. Applicants will be referred to the Executive Committee for approval, or the Executive Committee may delegate approval authority as deemed appropriate. Qualified applicants will become members upon notice from NNSC.

Section 2.4 Rights and Duties. Members are entitled to attend NNSC’s member meetings and social functions, volunteer to serve on its committees and receive member mailings. Members also may vote for the election of NNSC’s Officers and Directors. Each member will have one (1) vote on all matters submitted to the members.

Section 2.5 Membership Holds. Members may place their membership on a temporary hold one time for one year without penalty. Additional holds will require the member to go through the application process again and pay the new member fee. Refunds will not be provided for holds placed in the middle of the fiscal year. The full annual dues will be charged if the membership is reinstated July through December of the fiscal year. The prorated membership dues would be charged for those reinstating their membership from January through June.

Section 2.6 Resignation. Members may resign from NNSC at any time by giving written notice to the Association Manager or its designee(s). Such resignation will in no way release the resigning member from any financial responsibility to NNSC for any dues, assessments or other financial commitments accrued during the term of membership or notice period and due and owing to NNSC. Resigning members will not be entitled to the return of any dues, assessments or other fees paid to NNSC prior to the effective date of such resignation.

Section 2.7 Disciplinary Action.

(a) Grounds for Discipline. Any member of NNSC may be subject to disciplinary action after due notice and hearing for one or more of the following reasons:

(i)                 Failure to comply with these Bylaws or any of NNSC’s policies, rules or regulations;
(ii)              Violation of NNSC’s Code of Ethics and/or Code of Conduct;
(iii)            Immoral, dishonorable, or unprofessional conduct considered prejudicial to the best interests of, or inconsistent with, the purposes of NNSC or which bring discredit to NNSC; or
(iv)             Conviction of a felony or a crime related to, or arising out of, the practice of providing executive search services or involving moral turpitude.
(b)               Procedures. Discipline may include, but is not limited to, censure, suspension, probation and expulsion, and will be taken pursuant to the policy documents for both the Code of Ethics and the Code of Conduct. If a member has breached the Code of Conduct or Code of Ethics, another member may bring forward the grievance for handling via the following process:

(i.) Complaint filed

1. Via phone, email or in-person and to a member of NNSC Membership Committee, any member may submit a complaint of another members’ behavior which is in direct violation of the Code of Conduct. The complaint will remain confidential. The Membership Committee makes a decision whether to investigate or excuse the complaint. The Executive Committee is made aware of the situation and approves the decision.
2. If the complainant is part of the Membership Committee, they will recuse themselves from the process and not participate in any discussion regarding the matter.

(ii.)       The complaint is investigated by a member of the Membership Committee. Co-Chairs take guided action and inform the accused member. The accused has an option to respond to the Membership Committee.
(iii.)      The Membership Committee brings the results of the investigation to the Executive Committee which discusses and takes a vote as to the outcome of the complaint. A member may be removed or put on probation for a specified period of time.
(iv.)      The member will be refunded their annual dues on a prorated basis, depending on the month of expulsion. The initial membership fee is not refundable.
(v.) If an appeal is lodged, it will revert to the Membership Committee. The review process will be repeated. The Executive Committee’s decision will be final.

ARTICLE III
DUES AND ASSESSMENTS

Section 3.1 Dues. The initial and annual dues for all NNSC members and the time for paying such dues, and other assessments, if any, will be determined by the Executive Committee.

Under special circumstances, the Executive Committee, or its designee(s), may reduce, direct a refund or waive the annual dues and/or assessments for any member.

Section 3.2 Non-Payment of Dues. The membership of any member who is in default of payment of dues or assessments or otherwise becomes ineligible for membership, will be terminated automatically in accordance with NNSC’s policies and procedures, unless such termination is delayed by the Executive Committee.

ARTICLE IV
MEMBERSHIP MEETINGS

Section 4.1 Annual Meeting. An Annual Meeting of the members (“Annual Meeting”) for receiving reports, and for such other business as may properly come before the meeting, will be held at such day, time and place as may be determined by the Executive Committee.

Section 4.2 Special Meetings. Special meetings of the members of NNSC may be called (i) at the request of the Chair or the Executive Committee; or (ii) at the written request of two-thirds (2/3) of NNSC’s members. Special meetings will be held at such time and place that the Executive Committee may determine.

Section 4.3 Notice. By or at the direction of the Chair or Secretary, the members will be notified by mail or electronic mail of all regular and special meetings of the members of NNSC. The notice will be delivered not less than five (5) nor more than sixty (60) days before the date of the meeting, unless otherwise required by applicable law. The notice will state the place, day, and hour of the meeting and in the case of a special meeting will state the purpose or purposes for which the meeting is called.

Section 4.4 Quorum. Ten (10) eligible members in good standing present in person or by proxy will constitute a quorum for the transaction of business at any duly called meeting of the members, provided that if less than a quorum is present, a majority of the members present may adjourn the meeting to another time without further notice.

Section 4.5 Manner of Acting. The act of a majority or more of the members present (in person or by proxy) at a duly called meeting at which a quorum is present will be the act of the members, unless the act of a greater number is required by the Act (as defined below), the Articles of Incorporation, or these Bylaws.

Mail & Electronic Voting. Voting by ballot, mail or electronic means will be permitted for any item of business before the members to the full extent permitted by the Illinois Not-For-Profit Corporation Act of 1986, as amended (“Act”). A mail or electronic vote of the members may be called by the Executive Committee.

ARTICLE V
EXECUTIVE COMMITTEE

Section 5.1 Authority and Responsibility. NNSC’s affairs will be managed by its Board of Directors which shall be referred to as the Executive Committee. The Executive Committee will have supervision, control, and direction of NNSC, will determine its policies or changes therein within the limits of these Bylaws, will actively promote its purposes, will have discretion in the disbursement of its funds, and will exercise all the powers conferred by the Act in order to accomplish NNSC’s mission. The Executive Committee may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary. All powers not otherwise expressly assigned in these Bylaws, shall be vested in the Executive Committee.

Section 5.2 Composition. The Executive Committee will consist of no less than six (6) or more than eleven (11) members including the Officers who serve as Directors. The exact number of Officers and Directors will be determined from time to time by the Executive Committee.

Section 5.3 Term.

(a) Directors will serve a two (2) year term in office (or until such time as their successors are duly elected, qualified and assume office) unless elected to serve an unexpired term, in which case they will serve the unexpired portion of such term. Directors will take office immediately following their election at the Annual Meeting following and their election. Directors may not serve more than two (2) consecutive terms as a Director; provided, however, that a Director elected to serve an unexpired term of one (1) year or less shall be eligible for reelection to not more than two (2) additional consecutive terms.
(b) Notwithstanding anything set forth above to the contrary, the term in office of the Directors elected in the election immediately following the adoption of these Bylaws shall be determined by the Executive Committee in a manner prescribed by the Chair in order to provide for a staggered board (where approximately one-half (½) of the Executive Committee is elected each year). This Section 5.3(b) shall automatically be deleted from the Bylaws without further action upon the implementation of staggered terms.

Section 5.4 Election. The Executive Committee annually will prepare a slate of qualified candidates to serve on the Board and present the slate to the members for approval at the Annual Meeting. In all cases, nominees must meet such qualifications for serving on the Board as the Executive Committee may from time to time adopt. Candidates for the Board will be elected by a majority vote of the members present, in person or by proxy, at the Annual Meeting provided a quorum is present.

Section 5.5 Regular Meetings. The Executive Committee may provide by resolution the time, date and place for the holding of a regular annual meeting and additional regular meetings of the Executive Committee without other notice than such resolution.

Section 5.6 Special Meetings. Special meetings of the Executive Committee may be called by or at the request of the Chair or any three (3) Directors. Notice of any special meeting of the Board will state the time, date and place of the meeting and will be delivered at least ten

(10) days prior to the date of such meeting, provided that notice of any special meeting held by telephone conference call may be delivered no less than twenty-four (24) hours prior to the call. Attendance of a Director at any meeting will constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called and convened.

Section 5.7 Meeting by Electronic Means. Any action to be taken at a meeting of the Executive Committee, or any committee thereof, may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting will constitute presence in person at the meeting of the persons so participating.

Section 5.8 Quorum. Two-thirds (⅔) of the members of the Executive Committee will constitute a quorum for the transaction of business at any duly called meeting of the Executive Committee, provided that when less than a quorum is present at said meeting, a majority of the Directors present may adjourn the meeting to another time without further notice.

Section 5.9 Manner of Acting. The act of a majority of the members of the Executive Committee present at a duly called meeting at which a quorum is present shall be the act of the Executive Committee, unless the act of a greater number is required by the Act, the Articles of Incorporation, or these Bylaws.

Section 5.10 Action Without a Meeting. Any action requiring a vote of the Executive Committee may be taken without a meeting if a written consent, setting forth the action taken, is approved by all of the members of the Executive Committee entitled to vote with respect to the subject matter thereof.

Section 5.11 Resignation and Removal. Any Director may resign at any time by giving written notice to the Executive Committee, the Chair or the Treasurer. Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. In addition, any Director may be removed in accordance with the provisions set forth in the Act, with or without cause, whenever the best interests of NNSC would be served by such removal. Unless otherwise set forth in these Bylaws, a Director or Officer who is no longer qualified to serve on the Board or to hold their position automatically will be removed from office.

Section 5.12 Vacancies. In the event of the death, resignation, removal, or incapacity of a Director, the Chair will appoint an individual to fill the remainder of such person’s unexpired term in office, subject to the approval of the Executive Committee.

Section 5.13 Compensation. Directors and Officers will not receive any remuneration for their services as Directors and/or Officers; however, the Executive Committee, by the affirmative vote of the majority of the Directors then in office, may authorize the reimbursement of reasonable expenses for attendance at each regular or special meeting of the Executive Committee. Nothing contained herein shall be construed to preclude any Director or Officer from serving the Association in any other capacity and receiving reasonable compensation therefor.

ARTICLE VI
OFFICERS

Section 6.1 Officers. The officers of NNSC shall be a Chair, Treasurer, and the Chairs of such Standing Committees as the Executive Committee may from time to time establish (collectively, the “Officers” and each individually an “Officer”). The Executive Committee may elect or appoint such other officers as it shall deem necessary, who will have the authority to perform such duties as may be prescribed from time to time by the Executive Committee. Such Officers will have the authority to perform the duties set forth below and as prescribed by the Executive Committee. No two (2) offices may be held simultaneously by the same person.

Section 6.2 Term.

(a) The Officers will serve a two (2) year term in office. The exceptions are the Vice Chair who will serve a one (1) year term before assuming the two-year Chair term and the Chair who will serve an additional year as Immediate Past Chair.
(b) Officers will hold no more than one (1) office at a time except for the one- year Vice Chair term.
(c) The Chair may not serve for more than one (1) term in the same office. All other Officers may serve no more than two (2) consecutive terms in the same office.
(d) The term of all Officers will commence at the conclusion of the Annual Meeting immediately following their election and will continue until such time as their successors are duly elected, qualified and take office. The Officers’ terms will conclude at such time as successors are duly elected, qualified, and assume their position.

Section 6.3 Election. Officers will be nominated by the Executive Committee and elected by the members in accordance with Article V, Section 5.4.

Section 6.4 Nominating Committee. The Nominating Committee is comprised of the current and two prior Chairs.

(a) Vice Chair: To establish a pipeline for succession planning, the Nominating Committee will recommend a Vice Chair at the mid-point of the Chair’s term. The Nominating Committee will accept nominations from the membership, and will recommend a nominee to the Executive Committee for the role of Vice Chair. Parameters for selecting a Vice Chair should include prior service on the Executive Committee. The Nominating Committee would seek approval from the Executive Committee to approve their nomination of the Vice Chair. Their selection will appear on the slate of candidates presented to the Fall meeting attendees as the next Chair.
(b) Chair: The Vice Chair would normally step into the Chair role after one year of shadowing. If the Vice Chair is unable for some reason to step into the Chair role, the Nominating Committee would then select another Vice Chair in advance of the leadership transition.

Section 6.5 Chair. The Chair will be the principal elected officer of NNSC and will, in general, supervise all of the business affairs of NNSC, subject to the direction and control of the Executive Committee, by communicating with the Association Manager as necessary regarding the business of NNSC. The Chair will be a member, without vote, of all committees, except as otherwise provided by these Bylaws. The Chair will, in general, perform all duties customarily incident to the office of Chair and such other duties as may be prescribed by the Executive Committee.

Section 6.6 Treasurer. The Treasurer will be the principal financial officer of NNSC and will have charge of and be responsible for the maintenance of adequate books of account for NNSC; will have charge and custody of all of NNSC’s funds and securities, and be responsible therefore, and for the receipt and disbursement thereof; will deposit all NNSC’s funds and securities in such banks, trust companies or other depositories as will be selected in accordance with the provisions of these Bylaws; will perform the duties normally expected of the treasurer of an Illinois not-for-profit corporation, including seeing that all notices are duly given in accordance with the Act, the Articles of Incorporation, and these Bylaws; be custodian of the corporate records; keep minutes of the meetings of the NNSC Executive Committee; keep a record of the mailing address of each NNSC member; and perform such other duties as may be assigned by the Chair or the NNSC Executive Committee. The duties of the Treasurer may be assigned by the NNSC Executive Committee in whole or in part to the Association Manager, or his or her designee(s).

(a) Finance Committee: For the purpose of assisting the Treasurer, the Finance Committee will include the Immediate Past Treasurer and other members. The Committee will assist the Treasurer in handling financial matters.

Section 6.7 Chairs of Standing Committees. The Chair of each Standing Committee will have and perform such additional duties as may be presented by the Executive Committee.

Section 6.8 Resignation and Removal of Officers. Any Officer may resign at any time by giving written notice to the Chair or Association Manager. In addition, any Officer may be removed by the members in accordance with the Act whenever, in their judgment, the best interests of NNSC would be served by such removal. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election of an Officer will not of itself create any contract rights.

Section 6.9 Officer Vacancies. In the event of the death, resignation, removal, or incapacity of an Officer, such vacancies will be filled by the Executive Committee for the balance of the unexpired term.

ARTICLE VII
ASSOCIATION MANAGER

The administrative and day-to-day operation of NNSC will be the responsibility of staff, a contractor or organization appointed by and responsible to the Executive Committee. The staff, contractor or, in the case of a firm, organization retained by the firm, will have the title of “Association Manager.” The Association Manager will have the authority to execute contracts on behalf of NNSC as approved by the Executive Committee, may carry out the duties of the Treasurer of NNSC if so delegated by the Executive Committee, will employ and may terminate the employment of personnel necessary to carry out the work of NNSC, and will perform such other duties as may be specified by the Executive Committee. The Association Manager may attend and participate in all meetings of the Executive Committee (without vote), except those held in executive session.

ARTICLE VIII
COMMITTEES

Section 8.1 Standing Committees of the Executive Committee.

(a) Standing Committees of the Executive Committee. Standing Committees of the Executive Committee may be established by the Executive Committee to support NNSC’s purposes. The action establishing Standing Committees shall set forth the purpose and composition of the committee, and any required qualifications for membership on the committee. A majority of the members of any Standing Committee having the authority of the Executive Committee must be members of the Executive Committee.
(i) Appointments. The Chair will appoint and the Executive Committee will approve the members of each Standing Committee, except where otherwise provided in these Bylaws.
(ii) Term. Each member of a Standing Committee shall serve from the time of his or her appointment until the conclusion of the term established by the Executive Committee, or until his or her death, resignation or removal, or until the Standing Committee is terminated. Committee members serve consecutive terms on a committee.
(iii) Quorum and Manner of Acting. At all meetings of Standing Committees, a majority of the members thereof will constitute a quorum for the transaction of business unless otherwise set forth herein. A majority vote by committee members present and voting at a meeting at which a quorum is present will be required for any action.
(iv) Committee Vacancies. Except as otherwise provided herein, vacancies in the membership of a Standing Committee will be filled by appointments made in the same manner as the original appointments to that committee.
(v) Policies and Procedures. The Executive Committee will develop and approve policies and procedures for the operation of all Standing Committees. All Standing Committees will report to the Executive Committee.

Section 8.2 Advisory/Special Committees and Task Forces. The Executive Committee may appoint such advisory or special committees and task forces as are necessary and appropriate to support NNSC’s purposes. The action establishing such a committee or task force shall set forth the purpose and composition of the committee or task force, the term of its members and any required qualifications for membership on the committee or task force.

(a) Appointments. The Chair will appoint and the Executive Committee will approve the chair and members of advisory or special committees and task forces. Any NNSC member may be appointed to an advisory or special committee or task force.
(b) Quorum and Manner of Acting. At all meetings of any advisory or ad hoc committee or task force, a majority of the members thereof will constitute a quorum for the transaction of business. A majority vote by committee or task force members present and voting at a meeting at which a quorum is present will be required for any action. If a quorum is present when a duly called or held meeting is convened, the committee members present may continue to transact business until adjournment, even though the withdrawal of members originally present leaves less than the proportion of members otherwise required for a quorum.
(c) Committee/Task Force Vacancies. Except as otherwise provided herein, vacancies in the membership of an advisory or ad hoc committee or task force shall be filled by appointments made in the same manner as the original appointments to that committee or task force.
(d) Policies and Procedures. The Executive Committee will develop and approve general policies and procedures for the operating of all advisory or ad hoc committees and task forces. All advisory or ad hoc committees and task forces will report to the Executive Committee.

ARTICLE IX
INDEMNIFICATION

NNSC shall indemnify all past and present Officers, Directors, staff members, committee members, all other NNSC volunteers and their respective heirs, administrators, successors and assigns, from and against any and all expenses incurred in connection with any action, suit or other proceeding, including any settlement thereof approved by the Board, by reason of such person’s having served as an Officer or Director of NNSC to the full extent permitted by the Act, and shall be entitled to purchase insurance for such indemnification of Officers and Directors to the full extent as determined by the Executive Committee.

ARTICLE X
ELECTRONIC MEETINGS, COMMUNICATIONS & WAIVER

Section 10.1 Electronic Meetings. Any action to be taken at meetings of the members, Executive Committee, and other committees and task forces may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other simultaneously. Participation in such a meeting will constitute presence in person at the meeting of the persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, notice of an electronic meeting must be delivered at least twenty-four (24) hours prior to the meeting.

Section 10.2 Electronic Communication. Unless otherwise prohibited by the Act, (i) any action to be taken or notice delivered under these Bylaws may be taken or transmitted by electronic mail or other electronic means; and (ii) any action or approval required to be written or in writing may be transmitted or received by electronic mail or other electronic means.

Section 10.3 Waiver of Notice. Whenever notice is required to be given under the Act, the Articles of Incorporation or these Bylaws, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, will be deemed equivalent to the giving of such notice.

ARTICLE XI
LIMITATIONS

Section 11.1 Limitations. The following rules shall conclusively bind NNSC and all persons acting for or on behalf of it:

(a) No part of the net earnings of NNSC shall inure to the benefit of or be distributable to its Directors, Officers, or other private person, except that NNSC will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes, including the awarding of grants and scholarships to individuals.
(b) Notwithstanding any other provision of these Bylaws, NNSC shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(6) of the Internal Revenue Code of 1986, as amended (“IRC”).
(c) In the event of the dissolution of NNSC, the Executive Committee shall, after paying or making provision for the payment of all the liabilities of NNSC, dispose of all of NNSC’s assets (except any assets held by NNSC upon condition requiring return, transfer or other conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in accordance with such requirements) exclusively for the purposes of NNSC in such manner, or to such organization or organizations which are then qualified as exempt within the meaning of Section 501(c)(3) or 501(c)(6) of the IRC (but only if the purposes and objectives of such organization(s) are similar to the purposes and objectives of NNSC), as the Executive Committee shall determine. Any assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of NNSC is then located, to be used in such manner as in the judgment of such court will best accomplish the general purposes for which NNSC was organized.

ARTICLE XII

AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the members at any regular or special meeting or by electronic, mail, fax or email ballot (as determined by the Executive Committee); provided that such amendment is first approved by the Executive Committee. Proposed amendments to be acted upon at a meeting must be submitted to the members at least thirty (30) days before the meeting at which they are to be acted upon. In the event a proposed amendment is to be adopted by electronic, mail, fax or email ballot, the members shall be provided no less than thirty (30) days to submit their votes.

ARTICLE XIII
DISSOLUTION

Upon dissolution of this organization, assets shall be distributed for one or more exempt purposes with the meaning of 501(c)(3) of the Internal Revenue Code, or corresponding section of any further tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.