ARTICLE I

General

Section 1.Name.

The name of the Corporation is National Association for Health and Fitness, Inc. – The Network of State and Governor’s Councils (the “Corporation”).

Section 2.Fiscal Year.

The fiscal year of the Corporation shall begin on the first day of August of each year and end on the last day of July each year.

ARTICLE II

Membership

Section 1.Membership Criteria.

All members must meet the membership criteria, application or reapplication requirements as needed, and annual dues requirements established by the Board of Directors or by a duly appointed committee of the Board of Directors.

Section 2.Classesof Members.

The Corporation shall have three classes of members.

• Council/Coalition Member. These voting members shall be non-profit organizations whose dominant mission is to improve the quality of life of their statewide consumers through the promotion of physical activity, sports and healthy lifestyles. This class is inclusive of other statewide associationssuxh as AAHPERD, National Recreation and Parks Association, and other similar organizations.
• Organizational Members. These voting members shall be both profit and non-profit organizations that are committed to and actively supportive of the Corporation mission but that do not meet the criteria stated in (a) above.
• Individual Members. These voting members shall be individuals who support the Corporation’s mission and not voting representatives in (a) or (b) above.

Section 3.Voting Rights.

Except as otherwise required by the Indiana Nonprofit Corporation Act of 1991, (the “Act”), non-voting members shall have no vote on issues that come before a meeting of members. Non-voting members shall be entitled to receive all notices and information regarding action to be taken by vote of the voting members and shall be allowed to participate in the discussion of all questions to be decided by the voting members.

Section 4.Termination of Membership.

The Board of Directors may adopt such rules and regulations, as it deems necessary or advisable for the suspension or termination of members. In addition, the Board of Directors may, upon receipt of information that a member has been acting in a way unbecoming or harmful to the purposes and objectives of the Corporation, shall verify this verify this information and request a meeting with the official representative of said Council or other member to discuss and attempt to resolve any differences.

• Termination by Board ofMembers. In the event that these differences cannot be resolved, the NAHF Board of Directors may take action by terminating such a member.
• Automatic Termination. Membership may be automatically terminated for nonpayment of annual dues 30 days after a member has been notified in writing that such member has been suspended for nonpayment of dues.

Any suspension shall comply with the provisions of Section 23-17-8-2 of the Act.

ARTICLE III

Meetings of Members

Section 1. Place of Meetings.

The Corporation is an Indiana corporation licensed to conduct business in the State of New York. All meetings of members shall be held either at the principal office of the Corporation in the State of New York, or at such other place within or without the State of New York as may be designated by the Board of Directors and specified in the respective notices or waivers of notice thereof. To the extent possible, all meetings of members shall be scheduled with due regard for the convenience of the members and their expenses and for the best interest of the business of the Corporation.

Section 2. Annual Meeting.

The time and site for the mandatory annual meeting of the members shall be determined by the Board of Directors. With due notice of meetings as indicated in Section 4 below, those in attendance shall constitute a quorum for the conduct of business at any annual meeting of the members. Failure to hold the annual meeting at the designated time shall not work any forfeiture or dissolution of Corporation or affect the validity of any corporate action.

Section 3. Special Meetings.

Special meetings of the members may be called by the President of the Corporation, by a majority of the Board of Directors, or by written petition signed by not less than fifty percent (50%) of the voting members of the Corporation. Upon a request in writing delivered to the President or the Secretary by a person or persons entitled to call a special meeting, it shall be the duty of the President or the Secretary to give notice of such meeting to the members, and if such request is refused, the person or persons making such request may call a meeting by giving notice in the manner hereinafter provided. Business at all special meetings shall be limited to the subjects stated in the call or waiver of notice, and matters germane thereto.

Section 4. Notice ofMeetings.

A written or printed notice stating the place, day and hour of the meeting, and in case of a special meeting, and, in case of a special meeting, the purpose of or purposes for which such meeting is called, shall be delivered or mailed or transmitted electronically by the Secretary or by Officer or persons calling the meeting to each member of record of the Corporation at such address as appears on the records of the Corporation not more than thirty (30) days or less than ten (10) days before the date of the meeting.

Section 5. Quorum.

At all meetings of members called with appropriate and reasonable notice, the voting members present shall constitute a quorum. Proxies received in writing or by facsimile or other electronic means shall be allowed.

Section 6. Voting Rights.

Each voting member of the Corporation who is present in person or by written proxy shall be entitled to one (1) vote upon each question voted upon at all meetings of members.

Section 7. Action Without Meeting.

Any action required or permitted to be taken at a meeting of the members of the Corporation may be taken without a meeting if, prior to such action, a consent in writing, setting forth the action so taken, shall be signed by all the voting members and such written consent is filed with the minutes of the proceedings of the members. Such consent shall have the same effect as a unanimous vote of the voting members.

ARTICLE IV

Board of Directors

Section 1. Number

A Board of Directors of no fewer than eleven (11) and no more than twenty-one (21) shall act as the administrative body of the Corporation. Of those serving as Directors on the Board, no more than eight (8) may be from either of the member categories of “Organizational Members” and “Individual Members” as defined in Article2, Section 2. No more than fifteen (15) Directors may come from the member category of “Council/Coalition Members”, as defined in that same section. The exact number of Directors shall be fixed by the Board of Directors within the range (from a minimum of 11 to a maximum of 21) established in this section and may be changed within that range from time to time by the Board of Directors. Officers of the Board are Directors as well, and shall count toward the overall number.

Section 2.Method of Selection and Term

• Eligibility. Representatives of institutional members (Council/Coalition and Organizational) and individual members in good standing with current year dues paid (prior to the election) may self nominate, nominate others, and /or be nominated by the Nominations Committee.
• Regional Directors. Four directorships shall be designated regional directorships and one director shall be selected for each of four (4) geographical regions established by the Board of Directors and denominated regions I, II, III, IV, respectively. Each regional director shall serve a term of two (2) years from the date of the expiration of the predecessor regional director’s term. Each regional director must be a member, director, officer or employee of one of the Classes of Members as stated in Article HH, Section 2, above. Regional directors normally will reside in one of the states of the region, but this is not an absolute requirement as long as the person serving as a region’s director will fulfill the duties in representing, coordinating, and assisting the states of the region. To be eligible to be elected to serve as a regional director, a person must be a member in good standing. Individuals may serve in a regional director‘s position no more than four consecutive two-year terms.
• At-Large Directors. In addition to the regional directorships created by the Article IV, Section 2(b), there shall also exist no fewer than seven (7) and no more than eleven (11) at-large directorships which shall exist without to geographical consideration. At least three (3) of the at-large directorships must be filled at all times. The remaining four (4) at-large directorships may be filled, or remain vacant, at the discretion of the voting members. To be eligible to be elected to serve as at-large director, a person must be a member in good standing. Terms of office normally will be two years, unless there is a need determined by the Board to have some at-large directors serve a one-year term, to avoid all Board positions being up for election in the same year. Individuals may serve in at-large director positions no more than four (4) consecutive two-year terms.

Section 3.Duties.

The Board of Directors shall have general supervision of all the affairs of the Corporation and shall further its objectives and policies. Such rules and regulations may be adopted as deemed necessary for the conduct of its business.

Section 4.Action by Directors.

Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if prior to such action, a written consent to such action is signed by all members of the Board of Directors or of such a committee, and such written consent is filed with the minutes of proceedings of the Board of Directors or the committee.

Section 5.Compensation.

Each member of the Board of Directors shall serve without compensation.

Section 6.Resignation.

Any Director may resign at any time by giving written notice of such resignation to the President of the Corporation or the Secretary of the Corporation. Such resignation shall be made in writing and shall take effect at the time specified therein and , if no time be specified, at the time of its receipt by the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 7.Removal.

Any Director may be remove with cause at a meeting of the members of the Corporation, with notice of that purpose expressly given to the members in accordance with these Bylaws, through a vote of two-thirds (2/3) of the voting members participating in such a vote.

Section 8.Vacancies.

Any vacancy occurring on the Board of Directors caused by death, resignation, or otherwise, may be filled by selection of a new Director by a vote of majority of the remaining members of the Board. The term of a Director selected to fill a vacancy shall expire at the end of the term for which such Director’s predecessor was elected.

Section 9.Meetings.

The Board of Directors shall meet each year immediately after the annual meeting of the members of the Corporation, at the place where such meeting of the members has been held, for the purpose of organization, and consideration of any other business that may properly be brought before the meeting. No notice shall be necessary for the holding of this annual meeting. In addition to the annual meeting, other regular or special meetings of the Board of Directors may be called or established.

Section 10.Notice of Meetings.

Notice of all meetings of the Board of Directors, except as herein otherwise provided, shall be given by mailing the same at least ten (10) days or by any instantaneous means of communication at least three (3) days before the meeting to usual business or residence address of the Director as shown upon the records of the Corporation. Notice of any meeting of the Board of Directors may be waived in writing, and attendance at any meeting of the Board of Directors shall constitute a waiver notice of that meeting.

Section 11.Quorum.

At least five (5) of the duly qualified members of the Board of Directors, at least one of whom shall be an elected officer, shall constitute a quorum for the transaction of business at in-person meetings or by teleconference. The act of a majority of the Directors present at a meeting where a quorum exists shall constitute an act of the entire Board of Directors.

Section 12.Committees.

The Committees of the Corporation may, at the discretion of the Board of Directors, consist of (I) a Finance and Budget Committee, (II) a Governance Committee, (III) a Membership Committee, (IV) a Nominations Committee, (V) an Ethics Committee, and (VI) any one or more additional committees which the Board of Directors shall designate from time to time. Any additional committees shall consist of two or more members, and to the extent provided in said resolution, shall report to the President when requested prior to the meetings of the members of the Corporation. Any designation of any such committee and the delegation thereto of authority by the Board of Directors shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him by law. All committees shall report to the President.

• Finance and Budget Committee. The Finance and Budget Committee, in conjunction with the National Office, shall (I) prepare a proposal budget for approval of the Board of Directors, who shall in turn direct the National Office to release and distribute the approved budget to the members, and (II) perform such other duties as the Board of Directors or the President may designate from time to time.
• Governance Committee. The Governance Committee shall annually (I) review the Articles of Incorporation and these Bylaws, and (II) make recommendations for their reinstatement or amendment to the President of the Committee or Board of Directors or the President, and (II)perform such other duties as the Board of Directors may designate from time to time.
• Membership Committee. The Membership Committee shall (I) assist the National Office in recruiting and encouraging the development of Councils throughout the United States , (II) assist those states and/or local Councils trying to establish themselves, (III) review applications for membership and other member affairs, and (IV) perform such other duties as the Board of Director may designate from time to time.
• Nominations Committee. The Nominations Committee shall (I) develop standards and criteria for the submission of nominations from the membership, (III) submit all nominations to the President who shall submit all nominations to the membership at the Annual Meeting 9or during the fiscal year) for their action, and (III) perform such duties as the Board of Directors or the President may designate from time to time. At the Annual Meeting, additional nominations for the Board of Directors, if any, shall be made prior to the election of Directors.
• Ethics Committee. The Ethics Committee shall (I) develop aspirational goals for the ethical conduct of the Corporation and all Member Councils , (II) develop standards of conduct which must be adhered to by all Members, Directors, Officers and employees of the Corporation, (III) investigate apparent violations of the Corporation’s standards of conduct, and (IV) facilitate the review of all violations of the Corporation’s standards of conduct and provide recommendations to the Board of Directors with respect thereto.

Section 13.Participation in Meetings by Means of Communications Equipment.

Any or all of the Board of Directors or of a Committee designated by the Board may participate in a meeting of the Board or Committee by means of communications equipment by which all persons participating in the meeting may simultaneously hear each other and communicate with each other during the meeting. Participation in this manner constitutes attendance at the meeting.

Section 14.Reimbursement of Expenses.

In accordance with the Corporation’s travel policy, each member of the Board of Directors may be entitled to reimbursement from the Corporation for reasonable expenses in connection, approved in advance, with travel directly resulting from that member’s position on the Board of Directors including, but not limited to, expenses incurred in attendance of each meeting of the Board of Directors.

Section 15.Limited Liability of Directors.

Directors shall be immune from personal liability for any action taken as a Director, or any failure to take any action, to the fullest extent permitted by the Act and by general principles of nonprofit corporate law.

ARTICLE V

Officers

Section 1. Number

The Officers of the Corporation must be members of the Board of Directors and shall consist of a President, Vice-President, Secretary and such other officers as the Board of Directors may determine by resolution. The Board of Directors, may by resolution, create, appoint and define the duties of such officers as, in its discretion are deemed necessary, convenient or expedient for carrying out the purposes for which the Corporation is formed. To be eligible to be elected as President, a person must be a member in good standing and have served a minimum of one year on the Board of Directors within the past five years. To be eligible to be elected as Vice President, Secretary or in other officer positions established by the Board o f Directors, a person must be a member in good standing.

Section 2.Election of Officers.

To ensure an a adequate pool of NAHF Board officer candidates, the Nominations Committee will review the number of people who have self-nominated themselves or are nominated by someone else in response to a call for candidates . If that resulting pool is deemed adequate by the Nominations Committee for the number of positions open and likely to provide a rotation of new or returning Board members, the Nominations Committee may choose not to recruit additional candidates. If a larger and/or more diverse pool of candidates is deemed helpful, the Nominations Committee will recruit additional candidates. The ideal candidate slate that will be proposed by the Nominations Committee to the Board would be as follows, recognizing that in some years there will not be two candidates for all positions.

Section 3.Election and Term.

Each elected officer shall assume all official duties immediately after the close of the meeting (or electronic balloting) at which such election was held and shall hold office for two years or until that officer’s successor assumes the duties of office. Individuals may serve as President no more than two consecutive two-year terms. Other officer positions shall have limits if and as determined by the Board of Directors.

Section 4.Vacancies.

In the event an office of the Corporation becomes vacant by death, resignation, retirement, disqualification or any other cause, the Board of Directors shall elect a person to fill such vacancy, and the person so elected shall hold office and serve until a qualified successor is chosen; provided, however, that if the President’s office shall become vacant for any reason, the Vice- President shall assume the President’s duties.

Section 5.President.

The President shall preside over and attend the annual meeting and special meetings of the Board of Directors and members of the Corporation, shall write regular presidential updates to members; shall review reports submitted by the Finance and Budget Committee, nominees for various committees; shall review reports submitted by the Finance and Budget, Governance, Membership, Nominations and Ethics Committee, and any other committees that the Board of Directors may designate from time to time; in consultation with the Board of Directors shall review the executive director’s performance; shall recommend employment contract criteria for the executive director of the Corporation; shall set the Corporation’s goals for each year; shall participate in strategic planning; and shall perform such other duties as these Bylaws provide or as may be assigned to the President by the Board of Directors.

Section 6.VicePresident.

The Vice President shall attend the annual and special meetings of the Board of Directors and members of the Corporation; shall develop a working knowledge of the President’s responsibilities and the Corporation’s central administration by interacting regularly with these parties; shall assume responsibility for developing the annual meeting content in conjunction with the host council and the National Office; shall assist in preparing statements on policy and recommendations to member councils and others; shall participate in strategic planning; and shall perform such other duties as may be assigned by the President or Board of Directors.

Section 7.Secretary.

The Secretary shall attend the annual and special meetings of the Board of Directors and members of the Corporation; shall keep, or cause to be kept in a book provided for that purpose, a true and complete record of the proceedings of such meetings; shall attend to the giving and serving of all notices of the Corporation; shall file and take care of all papers and documents belonging to the Corporation; shall authenticate records of the Corporation when appropriate; shall participate in strategic planning with the President, Vice President and employees of the Corporation; shall assist in preparing statements of policy and recommendations to Councils and others; shall serve as a resource to existing and proposed Councils; and shall perform other duties as may be assigned by the President or Board of Directors.

Section 8.Treasurer.

The Corporation shall not have a Treasurer ; provided, however, that the Board of Directors may, by resolution, appoint a Treasurer, as it deems necessary, convenient or appropriate. In this case, if the Board of Directors duly appoints a Treasurer, such Treasurer shall keep or cause to be kept, correct and complete records of account, showing accurately at all times the financial condition of the Corporation; shall be the legal custodian of all monies, notes, securities and other valuables which may from to time come into the possession of the Corporation; shall immediately deposit or cause to be deposited all funds of the Corporation in some reliable bank or other depository to be designated by the Board of Directors; and shall keep such bank account in the name of the Corporation; shall furnish at meetings of the Board of Directors, whenever requested, a statement of the financial condition of the Corporation; and shall perform other duties and may be required by these Bylaws or as may be prescribed by the Board of Directors. The Treasurer may delegate some or all of the foregoing duties to one or more employees or agents of the Corporation.

Section 9.Removal.

Any officer may be removed with or without cause from office by the affirmative vote of at least two-thirds (2/3) of all members of the Board f Directors at any regular or special meeting of the Board of Directors.

Section 10.Resignation.

Any officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, and, if no time is specified, at the time of its receipt by the President or the Secretary of the Corporation. The acceptance of a resignation shall not be necessary to make it effective.

ARTICLE VI

Financial Affairs

Section 1.Contracts.

The Board of Directors may authorize any Officer or agent to enter into any contract and execute and deliver any instrument in the name of and behalf of the Corporation, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Directors, no Officer or agent, or employee other than the Treasurer, if applicable, or the executive director of the Corporation then serving, shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit or render it liable pecuniarily for any purpose or to any amount. However, all contracts and agreements by the Treasurer, if applicable, the executive director then serving, or any other Officer and/or employee of the Corporation designated by the Board of Directors to execute such contracts and agreements.

Section 2.Checks, Drafts.

All checks, drafts, notes, bonds, bills of exchange and orders for the payment of money shall be signed by the executive director of the Corporation then serving from time to time or the director’s designated representative. The Board of Directors may, however, designate one or more Officers or employees of the Corporation, who may, in the name of the Corporation, execute drafts, checks and orders for payment of money on its behalf.

Section 3.Investments.

The Corporation shall have the power to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any and all funds held by it, according to the judgment of the Board of Directors.

Section 4.Contributions.

In no event shall the Corporation accept a contribution if such a contribution would create a conflict of interest.

ARTICLE VII

Miscellaneous

Section 1.

Interest of Directors, Officers, Members and Employees in Contracts. No Director, Officer, member of any committee, employee, paid consultant to, or agent or representative of the Corporation shall participate in the negotiation, evaluation or approval by the Corporation of any contractual arrangement to which it is proposed that the Corporation become a party, if such individual, or that person’s relatives, would financially benefit, directly or indirectly, from the Corporation becoming a party of such an arrangement. Such individual, upon learning that the Corporation is proposing to enter into an arrangement in which that individual has financial interest, in such an arrangement, shall promptly notify the executive director of the Corporation in writing of the existence of such interest, and the executive director in turn shall disclose such interest to the Board of Directors. In such case, the Corporation shall have a right to recover from such individual in question the financial benefit and to void the agreement.

Section 2.Limitation of Liability.

No person shall be liable to the Corporation for any loss or damage suffered by the Corporation because of any action taken or not taken by such person in the capacity of member of the Board of Directors, Officer, employee, or agent of the Corporation in good faith and in reliance upon (1) financial statements of the Corporation represented to such persons to be corrected by the President or Treasurer of the Corporation, (2) financial statements of the Corporation certified by independent public accountants or independent certified public accountants fairly to present the financial condition of the Corporation in accordance with generally accepted accounting principles, (3) opinions of legal counsel to the Corporation, or (4) opinions of any engineers, appraisers or other experts whose professions give authority to the opinions expressed by them. This section shall not be construed to subject any such person to liability to the Corporation for loss or damage suffered by the Corporation because of any other action taken or not taken by such person for which such person for which such person would not otherwise be liable to the Corporation under applicable common and statutory law.

The Corporation shall pay for reimburse the reasonable expenses incurred by a Qualifying Person in advance of final disposition of any such action, suit or proceeding if the following occur: (i) the Qualifying Person furnishes to the Corporation a written affirmation of the Qualifying Person’s good faith belief that the standard of conduct necessary for indemnification described in this section (the “Standard”) has been met; (ii) the Qualifying Person furnishes the Corporation with a written undertaking, personally executed, to repay any such advance if it is ultimately determined the Standard was not met; and (iii) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Section.

Notwithstanding the foregoing, the Corporation shall pay for or reimburse those reasonable expenses or fees hereunder only to the extent such funds are or will become available in the Corporation’s budget for such year.

Section 3.Non-Discrimination.

The Corporation, its Directors, Officers, employees and agents shall not discriminate against any persons or organization on the basis of race, religion, color, sex, national origin, or ancestry.

Updated August, 2010