Name and Purpose
- Name: The name of the organization shall be The Tulsa Estate Planning Forum (hereafter, the Forum) and will serve Eastern Oklahoma.
- Mission. The Mission of the Forum is to promote the multidisciplinary approach to estate planning by supporting its Members, encouraging cooperation among Members to create a thorough and complete estate plan for clients, and providing education and learning opportunities for Members, and to increase public awareness of the importance of estate planning by a team of professional advisors.
- Vision and Objectives. The Forum seeks to provide opportunities for education and learning for its Members and the general public so as to promote proper estate planning methods and to provide confidence and guidance in the estate planning process.
1 .4 Purposes. The specific purposes are:
- To serve the best interests of the public and to promote and enhance the weifare, ethicai standards, and best interests of the forum and its members.
- To establish and maintain a common meeting ground and medium for communication among Forum Members, and to promote understanding and harmony among them and with the general public;
- To improve the stature of the Forum and its Members through self-discipline and educational programs, and to improve their qualifications to serve the public and, particuiarly, their clients;
- To encourage talented students with high potentiai to enter the field of estate planning by mentoring and/or sponsoring and providing vocational guidance;
- To promote standards of excellence in its Members, and
6 To encourage Regular Members in obtaining accreditation as an "Accredited Estate Planner" by the National Association of Estate Planners and Councils and/or as an "Estate Planning Law Specialist" by the Estate Law Specialist Board.
- There shall be four professional disciplines with five categories of membership in the Tulsa Estate Planning Forum: Regular Members, Senior Members, Provisional Members, Associate Members, and Student Members.
- Regular Members of the Forum shall be persons in one of the following disciplines:
- Trust Officers of banks or trust companies;
- Chartered Life Underwriters (CLU) or Chartered Financial Consultants (ChFC), or Certified Financial Planners (CFP) who are authorized to use the certification trademarks owned by the Certified Financial Planner Board of Standards;
- Certified Public: Accountants.
In order to be considered for and to maintain membership in the Forum as a Regular Member, a person must have a minimum of two years experience in estate planning after receiving his or her respective professional designation and must be actively engaged in the practice of estate planning in pursuit of his or her respective discipline.
A person who is a Regular member of the Forum in accordance with this paragraph
- and subsequently changes his or her discipline may, nevertheless, remain a Regular Member, provided that such person continues the practice of estate planning in pursuit of another discipline described in this paragraph (a) and meets all other requirements for regular membership under such paragraph except for two years of experience in the new discipline.
Any other provision of this paragraph (a) to the contrary notwithstanding, any person who was a member of the Forum as of June 30, 2010 shall nevertheless be permitted to maintain Reguiar membership in the Forum.
- A Senior member of the Forum shall be a person who has been a member of the Forum for more than 10 years, and who is over the age of 65, who has submitted a written request for change to such status, delivered to the President of the Forum. A Senior Member shall not be required to continue the practice of estate planning in his or her respective discipline or to maintain membership in any other professional organization
- A Provisional Member of the Forum shall be a person who has met all requirements of Regular membership in one or more of the four disciplines, EXCEPT tvvo years expenence in his or her current discipline. Provisional Members shall pay full dues, but shall have no voting rights. At such time as any Provisional Member meets all requirements of Regular membership, he or she shall become a Regular Member upon '.vritten notice to and acceptance hy the Roard of Directors.
- An Associate Member of the Forum shall be a person who does not meet the criteria of any of the membership disciplines set out in Paragraph (a), but who is a professional associated with a Practice of Estate Planning and who is regularly associated with or employed by a Regular Member. Associate members shall pay full dues, and shall have no voting rights. At such time as any Associate Member meets all requirements for Regular or Provisional Membership, his or her membership classification shall be changed upon written notice to and acceptance by the Board of Directors.
- A Student Member of the Forum shall be a person who is pursuing qualifications in one of the four disciplines defined in paragraph 2.1(a). Student Members shall pay full dues, but shall have no voting rights. At such time as any Student Member meets all requirements of Regular, Provisional or Associate membership, his or her membership classification shall be changed upon written notice to and acceptance by the Board or Directors.
2.2. Application for membership in the Tulsa Estate Planning Forum shall be submitted by the applicant to the Board of Directors. All applicants must be sponsored by a Regular Member of the Forum. Once membership is approved by the Board, notice of approval shall be announced to the members. Applicants shall be elected to membership by majority vote of the Board of Directors. New members may be required to pay an initiation fee, as may be set by the Board from time to time, and all members shall pay annual dues as shall be determined by the Board of Directors.
2.3 A member can be removed from the membership roll for good cause by action of the Board of Directors, as provided in paragraph 4.11. Any member who has been removed from the roll shall be eligible for re-admission to membership in the Forum at any time in the future.
3.1 Annual Meeting. The annual meeting of the members shall be held at the registered office of the Forum or at any other place within the State of Oklahoma established by the Board of Directors and specified in an appropriate notice. The annual meeting shall be held in May of each year or at such other time as the Board of Directors shali provide by resolution. The annuai meeting shaii be held for the purpose of electing the Officers and Directors and for the transaction of such other business as may come before the meeting Failure to elect the Officers and/or Directors at the annual meeting shall not cause dissolution of the Forum, but the Officers and Directors thereof shall continue to hold office until their successors are elected and qualified. A special meeting for the purpose of holding such e!ect:on sha!! be ca!!ed as soon thereafter as convenient
- Regular Meetings. Ttie Forum sha!i hold not less than six regular meetings during
its fiscal year
- Special Meetings. Special meetings of the members for any purpose, unless otherwise prescribed by statute, may be calied by the President, by the Board of Directors or by a sufficient number of members to constitute one-tenth (1/10) of the total number of eligible members entitled to cast votes at such meeting.
- Notice. Notice stating the place, day and hour of the meeting and, in case of a special meeting or any meeting held to consider a proposed amendment to the articles of incorporation or By-laws of the Forum, the purpose or purposes of the meeting, shall be delivered not less than ten (10) nor more than thirty (30) days before the date of themeeting, either personally, by mail, electronic mail, or fax to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to have been delivered when deposited with the United States Postal Service, addressed to the member at his or her address as it appears on the membership records of the Forum, with postage thereon prepaid.
- Records. The Secretary or agent having charge of the membership records of the Forum shall make, at least ten (10) days before each meeting of members, a complete list of the members entitled to vote at such meeting or an adjournment thereof, arranged in alphabetical order with the address of each, which list. for a period of ten (10) days prior to such meeting, shall be maintained by the Secretary of the Forum and shall be subject to inspection by any member making written request to the Secretary Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting. The original membership records shall be prima facie evidence as to who are the members entitled to examine such list of records or to vote at any meeting of members.
- Quorum. One-fourth (1/4), of the members of the Forum entitled to vote shall constitute a quorum at a meeting of the members. No business may be transacted without a quorum. Any business may be transacted at any meeting of the members at which a quorum is present. If a quorum is present, the affirmative vote of the majority of the members present at the meeting and entitled to vote on the subject matter shall be the act of the members.
3.7 Voting. Each member entitied to vote shaii be entitied to one (i) vote of each item submitted to a vote of the members.
Board of Directors
41. The business and affairs of the Forum shall be managed by its Board of Directors
- The Board of Directors shall be composed of the Officers, the immediate Past President of the Forum, and not than five (5), nor rnorA than nine (9) arlditionAI members. Each of the four (4) disciplines specified in 2..1(a) shall be represented on the Board of Directors, such that at !east one non-officer Director shall be engaged in the active pursuit of estate planning in each of the said four (4) disciplines. Each Director shall be elected by and from the members of the Forum. The Immediate Past President of the Forum shall be a Director, ex officio.
- The members of the Forum shall elect Directors in accordance with paragraph 4.2 for a term of three (3) years. Such election shall be at the annual meeting or any other meeting for the election of Directors. A member of the Board of Directors may only be elected to two consecutive terms. Nothing in this paragraph 4.3 shall preclude a Vice President from serving as President in the following year.
- The Board of Directors may provide, by resolution, the time and place for the holding of regular or special meetings without other notice than such resolution.
- Any vacancy occurring in the Board of Directors may be filled for the unexpired term by the remaining directors at any meeting of the Board of Directors. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual or special meeting of the members called for that purpose. The members may remove any director or the entire Board of Directors, with or without cause, at a meeting of the members expressly called for that purpose, by a majority vote of the members entitled to vote who are present at said meeting.
- Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors.
- Unless otherwise provided in these By-laws, notice of meetings, both regular and special, shall be given in advance of said meeting. Such notice may be either personally, by mail, electronic mail, or fax to each member of record entitled to vote at such meeting. If mailed through the U.S. Postal System, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a Director at a meeting shall 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 or convened. The business to be transacted, or the purpose of any regular or special meeting of the Board of Directors, need not be specified in the notice or waiver of notice of such meeting. At any reguiar meeting, the President may call a Board meeting to convene immediateiy following the regular meeting.
- A majority of the Board of Directors shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. !f a quorum is present when a meeting is convened, the Directors present may continue to do business, taking action by a vote of the quorum, until adjournment, notwithstanding the withdrawal of enough diiectors to leave less than a quorum or the refusal of any Director present to vote
- Any action required or permitted to be taken at any meeting of the Board of Directors may be taken vvithout a meeting, lf prior to such action a vvritten consent thereto is signed by all members of the Board, and if such written consent is filed with the minutes of proceedings of the Board of Directors.
- The Board of Directors may appoint such agents and employees as it may deem proper.
- The Board of Directors shall have the authority to remove any member for good cause after having given that member notice and an opportunity for a hearing before the Board of Directors. Any such member who has been dismissed from the roll shall be eligible for re-admission to membership in the Forum at any time in the future.
5.1. The Officers of the Forum shall consist of a President, a Vice President, a Secretary and a Treasurer.
5.2 The term of office of all Officers shall be one (1) year and until their respective successors are elected and qualified. Under no circumstances shall an Officer serve a term of more than three (3) consecutive years in the same office. Any Officer may be removed from office, either with or without cause, at anytime by the affirmative vote of a majority of the members of the Board of Directors then in office. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.
5.3. The Officers of the Forum shall each have the following powers and duties:
- President. The President shall be the chief executive Officer of the Forum and shall, in general, supervise all the activities, business and affairs of the Forum. He or she shall preside at all meetings of the members and the Board of Directors. He or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
- Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall be the chairman of the program committee, in which capacity he or she shall also be responsible for the educational programs of the Forum and shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
- Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for the purpose; see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; be custodian of the Forum records, keep a register of the address of each member which shall be furnished to the Secretary by such member; and, in general, perforrn all duties incident to the office of Secretary and such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors The Secretary shall also be tile chairman of the membership committee, in which capacity, he or she shall receive and present to the Board of Directors all applications for membership in the Forum.
- Treasurer. The Treasurer shall be the principal financial Officer of the Forum; responsible for all funds and securities of the Forum, with the power to delegate fiscal responsibility; and, in general, he or she shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
The President shall appoint one (1) member from each of the four (4) disciplines as a nominating committee to submit a list of nominees for election of Officers and Directors. Nominations shall be accepted from the floor at the meeting for elections
The Officers and Directors of the Forum shall receive no compensation for their services as such. They may, however, be reimbursed for authorized expenditures which are necessary for the conduct of the affairs of the Forum. Under no circumstances shall the Forum make loans to Officers or to Directors.
Contracts, Checks, Deposits and Funds
8.1. Contracts. The Board of Directors may authorize any Officer, Director or agent of the Forum, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Forum, and such authority may be general or confined to specific instances. Absent such authorization, no Officer, Director, or agent of the Forum shaii enter into any contract or execute and deiiver any instrument in the name of and on behaif of the Forum.
8.2 Checks, Drafts, etc. All checks: drafts, or orders for the payment of money; notes or other evidences of indebtedness issued in the name of the Forum, shall be signed by such Officer or Officers, agent or agents of the Forum and in such manner as shali from time to time be determined by resolution of the Board of Directors.
8.3. Deposits. All funds of the Forum shali be deposited in a timely manner to the credit of the Forum in such banks, trust companies or other depositories as the Board of Directors may select.
- Committees Exercising the Authority of the Board of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which committees shall consist of two or more Directors, which committees, and to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the Forum.
- Committees Not Exercising the Authority of the Board of Directors. The Board of Directors may appoint other committees not having and exercising the authority of the Board of Directors by a majority vote of the Directors present at a meeting at which a quorum is present. The members of any such committee need not be Directors, but shall serve at the pleasure of the Board of Directors.
- Provisions Applicable to All Committees. All committees appointed by the Board of Directors shall consult with and aid the Officers of the Forum in all matters designated by the Board of Directors. Each committee may, subject to the approval of the Board of Directors, prescribe rules and regulations for the calling and conducting of meetings of the committee and other matters relating to its procedure. No members of any committee shall receive any compensation for their service as such, but may be reimbursed for any authorized expenses incurred in the performance of duties on behalf of the Forum.
The Forum shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make, or any similar restriction; provided, however, that no action shall be taken by or on behalf of the Forum if such action is a prohibited transaction or would result in denial or revocation of the tax exempt status of the Forum pursuant to Section 501 of the United States Internal Revenue Code, and reguiations promuigated thereunder, as they now exist or as they may hereafter be amended.
Books and Records
The Forum shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors. and committees having any of the authority of the Board of Directors, and shall keep a record giving the names and addresses of the members entitled to vote.
The fiscal year of the Forum shall begin on the first day of July and end on the thirtieth day of June in each year.
Notwithstanding any other provision of these By-laws, no director, Officer, employee, or representative of this Forum shall take any action to carry on any activity by or on behalf of the Forum not permitted to be taken or carried on by an organization exempt from tax pursuant to the provisions of Section 501(c)(6) of the Internal Revenue Code, or any other provisions of the Internal Revenue Code, and regulations promulgated thereunder, as they now exist or as they may hereafter be amended.
These By-laws shall not be altered, amended or repealed unless by and with the consent and approval of a majority of the members of the Board of Directors, and by the affirmative vote of the majority of the members entitled to vote at a meeting at which a quorum of the members is present. In no event may these By-laws be amended in such a way as might result in the loss of tax exempt status by the Forum.
Upon dissolution of the Forum, all remaining funds shall be transferred to one or more of the National Association of Estate Planners & Councils, The NAEPC Foundation, or an organization designated by the Board of Directors and qualified under Sec. 501(c)(3) of the Internal Revenue Code.
Voted upon and adopted at the Annual Meeting of the Forum held in Tulsa, Oklahoma, on the 18th day of May, 2010.