North
American Frame Drum Association, Inc.
501
(c)(3) non-profit, all-volunteer organization
Logo:
Board
of Directors:
N.
Scott Robinson - Chair & Treasurer
Glen
Fittin - Vice-Chair
Jennifer
Caputo - Secretary
CONTACT
Resident
Agent & Media Contact:
Phipps
Moran
Advisory
Board:
Glen
Velez, David Kuckhermann, Andrea Piccioni, & Steáfán
Hannigan
REGIONAL
COMMITTEES:
NAFDA
NORTH: Todd Roach (Director) & N. Scott
Robinson (Co-Director)
Mission
Statement
The
mission of the North American Frame Drum Association,
Inc. (NAFDA, Inc.), a non-profit all-volunteer educational
organization, is to cultivate awareness and education
among the general public and students of the artistry
of frame drumming in all of its forms found in both
traditional and modern cultures through its annual
and regional events.
Events
The
North American Frame Drum Association, Inc. holds
annual events in different regions of North America.
The artist selection process for these events is currently
by invitation. These events are organized by members
of the Board of Directors and any necessary regional
committees.
North
American Frame Drum Association, Inc. – By-Laws
Adopted:
March 27, 2008
I.
Name
The
name of the organization shall be North American Frame
Drum Association, Inc.
II.
Board of Directors
The
Board of Directors shall serve without pay and consist
of at least three members.
Board
members shall serve four terms with each term being
one year.
Vacancies
shall be filled by the Board, with the recommendation
of the Chair.
Board
members with two absences shall dismissed from the
Board.
III.
Officers
The
officers of the Board shall consist of a Chair / Treasurer,
Vice Chair, and Secretary nominated by the Board.
Elected
officers will serve four terms with each term being
one year.
(a)
Chair / Treasurer: As Chair shall preside at all Board
meetings, appoint committee members, and perform other
duties as associated with the office. As Treasuer
shall keep record of the organization's budget and
prepare financial reports as needed.
(b)
The Vice-Chair shall assume the duties of the Chair
in case of the Chair's absence.
(c)
The Secretary shall be responsible for the minutes
of the Board, keep all approved minutes in a minute
book, and send out copies of minutes to all.
IV.
Committees & Advisory Board
The
Board may appoint standing and ad hoc committees as
needed.
The
Board will seek out and secure a four-member Advisory
Board made up of nationally and internationally known
experts in frame drumming to consider their input
on North American Frame Drum Association, Inc. events.
V. Meetings
Regular
meetings shall be held as needed but no more than
once a month.
Special
meetings may be held at any time when called for by
the Chair or a majority of Board members.
Agendas
shall be provided at least 2 weeks in advance.
VI.
Voting
(a)
A majority of Board members constitutes a quorum.
(b)
In absence of a quorum, no formal action shall be
taken except to adjourn the meeting to a
subsequent date.
Passage
of a motion requires a simple majority (i.e.: one
more than half the members present).
VII.
Conflict of Interest
It
is in the best interest of North American Frame Drum
Association, Inc. to be aware of and properly manage
all conflicts of interest and appearances of a conflict
of interest. This conflict of interest policy is designed
to help directors, officers, employees, and volunteers
of the North American Frame Drum Association, Inc.
identify situations that present potential conflicts
of interest and to provide North American Frame Drum
Association, Inc. with a procedure to appropriately
manage conflicts in accordance with legal requirements
and the goals of accountability and transparency in
North American Frame Drum Association, Inc.’s
operations.
1.
Conflict of Interest Defined
In
this policy, a person with a conflict of interest
is referred to as an "interested person."
For purposes of this policy, the following circumstances
shall be deemed to create a Conflict of Interest:
a)
A Chair, Officer, employee, or volunteer, including
a Board member (or family member of any of the foregoing)
is a party to a contract, or involved in a transaction
with North American Frame Drum Association, Inc. for
goods or services.
b)
A Chair, Officer, employee, or volunteer, (or a family
member of any of the foregoing) has a material financial
interest in a transaction between North American Frame
Drum Association, Inc. and an entity in which the
Director, Officer, employee or volunteer, or a family
member of the foregoing, is a Chair, Officer, agent,
partner, associate, employee, trustee, personal representative,
receiver, guardian, custodian, or other legal representative.
c)
A Chair, Officer, employee, or volunteer, (or a family
member of the foregoing) is engaged in some capacity
or has a material financial interest in a business
or enterprise that competes with North American Frame
Drum Association, Inc. Gifts, Gratuities and Entertainment:
Accepting gifts, entertainment or other favors from
individuals or entities can also result in a conflict
or duality of interest when the party providing the
gift/entertainment/favor does so under circumstances
where it might be inferred that such action was intended
to influence or possibly would influence the interested
person in the performance of his or her duties. This
does not preclude the acceptance of items of nominal
or insignificant value or entertainment of nominal
or insignificant value which are not related to any
particular transaction or activity of North American
Frame Drum Association, Inc.
2.
Definitions
a)
A "Conflict of Interest" is any circumstance
described in Part 1 of this Policy.
b)
An "Interested Person" is any person serving
as an officer, employee or member of the Board of
Directors of North American Frame Drum Association,
Inc. or a major donor to North American Frame Drum
Association, Inc. or anyone else who is in a position
of control over North American Frame Drum Association,
Inc. who has a personal interest that is in conflict
with the interests of North American Frame Drum Association,
Inc.
c)
A "Family Member" is a spouse, parent, child
or spouse of a child, brother, sister, or spouse of
a brother or sister, of an Interested Person.
d)
A "Material Financial Interest" in an entity
is a financial interest of any kind, which, in view
of all the circumstances, is substantial enough that
it would, or reasonably could, affect an Interested
Person's or Family Member's judgment with respect
to transactions to which the entity is a party.
e)
A "Contract or Transaction" is any agreement
or relationship involving the sale or purchase of
goods or services, the providing or receipt of a loan
or grant, the establishment of any other type of financial
relationship, or the exercise of control over another
organization. The making of a gift to North American
Frame Drum Association, Inc. is not a Contract or
Transaction.
3.
Procedures
Prior
to Board or Committee action on a Contract or Transaction
involving a Conflict of Interest, a Director or Committee
member having a Conflict of Interest and who is in
attendance at the meeting shall disclose all facts
material to the Conflict of Interest. Such disclosure
shall be reflected in the minutes of the meeting.
If Board members are aware that staff or other volunteers
have a conflict of interest, relevant facts should
be disclosed by the Board member or by the interested
person him/herself if invited to the Board meeting
as a guest for purposes of disclosure.
A
Chair, Officer, or Committee member who plans not
to attend a meeting at which he or she has reason
to believe that the Board or Committee will act on
a matter in which the person has a Conflict of Interest
shall disclose to the Chair of the meeting all facts
material to the Conflict of Interest. The Chair shall
report the disclosure at the meeting and the disclosure
shall be reflected in the minutes of the meeting.
A
person who has a Conflict of Interest shall not participate
in or be permitted to hear the Board's or Committee's
discussion of the matter except to disclose material
facts and to respond to questions. Such person shall
not attempt to exert his or her personal influence
with respect to the matter, either at or outside the
meeting.
A
person who has a Conflict of Interest with respect
to a Contract or Transaction that will be voted on
at a meeting shall not be counted in determining the
presence of a quorum for purposes of the vote. The
person having a Conflict of Interest may not vote
on the Contract or Transaction and shall not be present
in the meeting room when the vote is taken, unless
the vote is by secret ballot. Such person's ineligibility
to vote shall be reflected in the minutes of the meeting.
For purposes of this paragraph, a member of the Board
of Directors of North American Frame Drum Association,
Inc. has a Conflict of Interest when he or she stands
for election as an officer or for re-election as a
member of the Board of Directors.
Interested
Persons who are not members of the Board of Directors
of North American Frame Drum Association, Inc., or
who have a Conflict of Interest with respect to a
Contract or Transaction that is not the subject of
Board or Committee action, shall disclose to their
supervisor, or the Chair or the Chair's designee any
Conflict of Interest that such Interested Person has
with respect to a Contract or Transaction. Such disclosure
shall be made as soon as the Conflict of Interest
is known to the Interested Person. The Interested
Person shall refrain from any action that may affect
North American Frame Drum Association, Inc.'s participation
in such Contract or Transaction. In the event it is
not entirely clear that a Conflict of Interest exists,
the individual with the potential conflict shall disclose
the circumstances to his or her supervisor or the
Chair or the Chair's designee, who shall determine
whether full Board discussion is warranted or whether
there exists a Conflict of Interest that is subject
to this policy.
Confidentiality:
Each Chair, Officer, employee, and volunteer shall
exercise care not to disclose confidential information
acquired in connection with disclosures of conflicts
of interest or potential conflicts, which might be
adverse to the interests of North American Frame Drum
Association, Inc. Furthermore, Chairs, Officers, employees,
and volunteers shall not disclose or use information
relating to the business of North American Frame Drum
Association, Inc. for their personal profit or advantage
or the personal profit or advantage of their Family
Member(s).
4.
Review of policy
Each
Chair, Officer, employee, and volunteer shall be provided
with and asked to review a copy of this Policy and
to acknowledge in writing that he or she has done
so. Annually each Chair, Officer, employee, and volunteer
shall complete a disclosure form identifying any relationships,
positions or circumstances in which s/he is involved
that he or she believes could contribute to a Conflict
of Interest. Such relationships, positions or circumstances
might include service as a Chair of or consultant
to another nonprofit organization, or ownership of
a business that might provide goods or services to
North American Frame Drum Association, Inc. Any such
information regarding the business interests of a
Chair, Officer, employee, or volunteer, or a family
member thereof, shall be treated as confidential and
shall generally be made available only to the Chair,
and any committee appointed to address Conflicts of
Interest, except to the extent additional disclosure
is necessary in connection with the implementation
of this Policy.
This
policy shall be reviewed annually by each member of
the Board of Directors. Any changes to the policy
shall be communicated to all staff and volunteers.
VIII.
Fiscal Policies
The
fiscal year of the Board shall be January 1 –
December 31 annually.
IX.
Amendments
These
By-Laws may be amended by a two-third vote of Board
members present at any meeting, provided a quorum
is present and provide a copy of the proposed amendment(s)
are provided to each Board member at least one week
prior to said meeting.
Articles
of Incorporation of North American Frame Drum Association,
Inc.
The
undersigned, acting as incorporators of a corporation
under the Not for Profit Corporation Act of the State
of Maryland, adopt the following articles of incorporation
for such corporation:
ARTICLE I
The
name of the corporation, hereinafter referred to as
the "Corporation" is North American Frame
Drum Association, Inc.
ARTICLE II
The period of duration of the Corporation is perpetual.
ARTICLE III
The Corporation is organized exclusively for charitable,
musical, educational, and cultural purposes, including
for such purposes, the making of distributions to
organizations that qualify as exempt organizations
under section 501(c)(3) of the Internal Revenue Code,
or corresponding section of any future federal tax
code. The Corporation may receive and administer funds
for charitable, musical, educational, and cultural
purposes, within the meaning of Section 501(c)(3)
of the Internal Revenue Code of 1986 and to that end,
the Corporation is empowered to hold any property,
or any undivided interest therein, without limitation
as to amount or value; to dispose of any such property
and to invest, reinvest, or deal with the principal
or the income in such manner as, in the judgment of
the Board of Directors, will best promote the purposes
of the Corporation, without limitation, except such
limitations, if any, as may be contained in the instrument
under which such property is received, these Articles
of Incorporation, the By-Laws of the Corporation,
or any applicable laws, to do any other act or thing
incidental to or connected with the foregoing purposes
or in advancement thereof, but not for the pecuniary
profit or financial gain of its officers except as
permitted under the Not-for-Profit Corporation Law.
No
part of the net earnings of the Corporation shall
inure to the benefit of any member, trustee, officer
of the Corporation, or any private individual, except
that reasonable compensation may be paid for services
rendered to or for the Corporation affecting one or
more of its purposes, and no member, trustee, officer
of the Corporation, or any private individual shall
be entitled to share in the distribution of any of
the corporate assets on dissolution of the Corporation.
No substantial part of the activities of the Corporation
shall be the carrying on of propaganda, or otherwise
attempting, to influence legislation, and the Corporation
shall not participate in or intervene in, including
the publication or distribution of statements, any
political campaign on behalf of any candidate for
public office.
Upon the dissolution of the Corporation or the winding
up of its affairs, the assets of the Corporation shall
be distributed exclusively to one or more charitable,
musical, or educational organizations, which would
then qualify under the provisions of Section 501(c)(3)
of the Internal Revenue Code and its Regulations as
they now exist or as they may be hereafter amended,
or to the federal government, or to a state or local
government, for a public purpose. Any such assets
not so disposed of shall be disposed of by the Court
of Common Pleas of the county in which the principal
office of the Corporation is then located, exclusively
for such purposes or to such organization or organizations
as said Court shall determine, which are organized
and operated exclusively for such purposes.
ARTICLE IV
The qualifications for members and the manner of their
admissions shall be regulated by the By-Laws.
ARTICLE V
The initial street address in the state of Maryland
of the initial registered office of the Corporation
is 16 Old Boxwood Lane, Lutherville, Maryland, 21093,
USA, and the name of the initial Registered Agent
at such address is Phipps Moran.
ARTICLE VI
The territory in which the operations of the Corporation
are principally to be conducted is the United States
of America and its territories and possessions, but
the operations of the Corporation shall not be limited
to such territory.
ARTICLE VII
The initial Board of Directors shall consist of at
least three (3) members, who need not be residents
of the state of Maryland.
ARTICLE VIII
Dissolution
Clause: Said Corporation is organized exclusively
for charitable, musical, and educational purposes,
including, for such purposes, the making of distributions
to organizations that qualify as exempt organizations
under section 501(c)(3) of the Internal Revenue Code,
or the corresponding section of any future federal
tax code.
No
part of the net earnings of the corporation shall
inure to the benefit of, or be distributable to its
members, trustees, officers, or other private persons,
except that the Corporation shall be authorized and
empowered to pay reasonable compensation for services
rendered and to make payments and distributions in
furtherance of the purposes set forth in Article Third
hereof. No substantial part of the activities of the
corporation shall be the carrying on of propaganda,
or otherwise attempting to influence legislation,
and the Corporation shall not participate in, or intervene
in (including the publishing or distribution of statements)
any political campaign on behalf of or in opposition
to any candidate for public office. Notwithstanding
any other provision of these articles, the Corporation
shall not carry on any other activities not permitted
to be carried on (a) by a Corporation exempt from
federal income tax under section 501(c)(3) of the
Internal Revenue Code, or the corresponding section
of any future federal tax code, or (b) by a Corporation,
contributions to which are deductible under section
170(c)(2) of the Internal Revenue Code, or the corresponding
section of any future federal tax code.
Upon
the dissolution of the Corporation, assets shall be
distributed for one or more exempt purposes within
the meaning of section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future federal
tax code, or shall be distributed to the federal government,
or to a state or local government, for a public purpose.
Any such assets not so disposed of shall be disposed
of by a Court of Competent Jurisdiction of the county
in which the principal office of the corporation is
then located, exclusively for such purposes or to
such organization or organizations, as said Court
shall determine, which are organized and operated
exclusively for such purposes.
ARTICLE IX
The names and addresses of the persons who shall serve
as Board of Directors until the first annual meeting
of members, or until their successors shall have been
elected and qualified, are as follows:
N.
Scott Robinson, Chair / Treasurer
2604 Evergreen Avenue, Apt. #2
Baltimore, Maryland 21214-1731 USA
Glen
Fittin, Vice Chair
116-A Booraem Avenue, Apt. #2
Jersey City, New Jersey 07307 USA
Jennifer
Caputo, Secretary
10 Brainard Avenue, 1st Floor
Middletown, Connecticut 06457 USA
ARTICLE X
The name and address of the initial incorporator is
as follows:
N.
Scott Robinson
2604 Evergreen Avenue, Apt. #2
Baltimore, Maryland 21214-1731 USA
In
witness whereoff, the undersigned have made and subscribed
to these Articles of Incorporation at State of Maryland
State Department of Assessments and Taxation on May
5, 2008.
N.
Scott Robinson
2604 Evergreen Avenue, Apt. #2
Baltimore, Maryland 21214-1731 USA
Vickie
Lynn O'Brien, Notary Public
State of Maryland, County of Baltimore City
The
foregoing instrument was acknowledged before me this
May 5, 2008.
