Membership shall consist of any person, currently employed by a grantmaking organization (such as private or family foundation, corporate foundation, community foundation, etc.) who holds responsibility for grants management or for a portion of the grants management activities of the foundation. Membership does not entail formal endorsement by the employing grantmaking organization, nor does it entail formal representation of such organization.

The founders of GMN, Ann Gael and Margaret Egan, shall constitute a special class of membership, not subject to provisions described in Article III, Section 1a. However, they are only eligible to serve on the Board of Directors while currently employed by a grantmaking organization.

Membership shall be voluntary.

Payment of dues is not a requisite of membership.

Principal officers shall be two co-chairs, a secretary, and a treasurer. The principal officers shall be active members of GMN. These officers shall constitute the Executive Committee. At all meetings of the Board, one or the other of the co¬chairs shall preside if present, or if neither of them is present, any other director may be designated to preside.

Officers shall be elected by the Board of Directors at the first board meeting following the Annual Meeting and serve a two-year term except as provided below in Section 3. An officer may serve up to two consecutive terms.

A member entering the second year of a second term of service on the board may be elected to serve as an officer for a one-year term.

The duties of the officers shall be as specified in Robert’s Rules of Order, except as otherwise stated in these bylaws. Replacement of an officer due to resignation or removal shall be by appointment of the co-chairs with majority consent of the Board of Directors. If one of the vacated positions is a co-chair, the remaining co-chair shall appoint a new co-chair, with majority consent of the Board of Directors.

The Board of Directors shall serve as the GMN governing body. Any member of GMN shall be eligible for election to the Board of Directors, except as otherwise indicated in these bylaws. Ex-officio members, appointed by the Board to assist the organization in any capacity, may serve at the pleasure of the Board.

The Board of Directors shall consist of two co-chairs, secretary, and treasurer, and up to twelve additional members elected at the Annual Meeting. The size of the Board of Directors shall be not fewer than seven (7) members and no greater than sixteen (16).

Members of the Board of Directors shall serve a two-year term, which may be renewed once, upon election for a second term by the membership at large at the Annual Meeting. In no case shall a member of the Board of Directors be elected serve for more than two consecutive terms without an intervening period of one year.

The Board of Directors shall meet at least four times a year, either in person or by conference telephone call. Notice shall be give to each board member at least 10 days prior to the board meeting by first-class mail, telephone, electronic mail or facsimile.

Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members shall individually or collectively consent in writing to the action. Such consents may be submitted by first-class mail, electronic mail or facsimile. The written consent or consents shall be filed in the GMN minute book. The action by written consent shall have the same force and effect as the unanimous vote of the members.

Except where otherwise stated in these bylaws, a simple majority of the Board of Directors shall constitute a quorum for the transaction of business.

Upon the resignation or removal of a board member, the co-chairs may choose, with majority consent of the Board of Directors, to appoint a replacement to the board to serve until the next annual meeting. A member so appointed shall be eligible for subsequent election to two consecutive two-year terms. for the remaining term of the outgoing member. All board members elected at the annual meeting, however, will be slated for a full two-year term.

Any member of the Board of Directors may be removed from his or her position because of failure for any reason to perform his or her duties as such member. Such removal shall be made and approved by the vote of two-thirds (2/3) of the remaining directors of the Board at a special meeting duly called for the purpose. Any member of the Board of Directors may resign there from by resignation in writing lodged with the secretary of the Board.

A Board of Directors member may be removed for just cause by two-thirds (2/3) vote of the Board of Directors or two-thirds (2/3) vote of the general membership.

Any duality of interest or possible conflict of interest on the part of any board member shall be disclosed to the other members of the Board and made a matter of record through an annual procedure and also when the interest becomes a matter of Board action.

Any board member having a duality of interest or possible conflict of interest on any matter shall not vote or use his or her personal influence on the matter, and he/she shall not be counted in determining the quorum for the meeting. He/She shall excuse him/herself from the meeting room when action is formally taken. The minutes of the meeting shall reflect that a disclosure was made, the excusal from the meeting room, and the abstention from voting, as well as the quorum situation. The foregoing requirements shall not be construed as preventing the board member from briefly stating his or her position in the matter, nor from answering pertinent questions of other board members since the person’s knowledge may be of assistance. Any new member of the Board will be advised of this policy upon entering on the duties of office.

The Executive Committee shall consist of the co-chairs, secretary, and treasurer, and shall have and exercise the powers of the Board of Directors between meetings of the Board, subject to prior limitations established by the Board. All actions by the Executive Committee shall be reported to the Board of Directors at its next meeting following such action.

GMN shall have the following standing committees: Best Practices and Opportunities Committee; Nominating; Membership Services; Program; Communications; and Finance. Responsibilities of these Committees will be determined by the Board of Directors.

Other committees, as deemed necessary, may be established by the Board of Directors.

Committee chairs shall be members of the Board selected at the first constituted Board meeting following the annual meeting. A Board of Directors member may not serve on as chair or co-chair of more than two committees. If selected as a committee chair, the board member can only serve as a member on one other committee.

Committee members will be recruited from the GMN membership at large and shall serve at the pleasure of the board.

The Nominating Commttee shall present candidates for the positions of Board of Directors when required. Active members may submit nominations in writing to the Nominating Committee by no later than February 1. All such nominations shall be included on the official ballot. The Nominating Committee shall select candidates in such a manner as to insure a broad representation of GMN constituencies and of the geographic distribution of membership. The Nominating Committee chair shall report all nominations to the Board of Directors co-chairs at least 45 days prior to the Annual Meeting.

Elections shall be held at the Annual Meeting. Candidates receiving a plurality of votes cast shall be elected and be so declared at the Annual Meeting. In case of a tie vote, the Nominating Committee shall decide the election by lot. A written notice of those elected shall be sent to each member within 60 days of the election by first-class mail, telephone, electronic mail or facsimile.

An annual business meeting of the membership shall be called by the Board of Directors for the purpose of election of directors, receiving annual reports and the transaction of other business. Notice stating the place, date and hour of such meeting shall be given, not less than ten days before the date of the meeting to each member entitled to vote at the meeting by first-class mail, telephone, electronic mail or facsimile.

The Board of Directors shall present at the Annual Meeting a report, verified by the co-chairs and treasurer or by a majority of the directors, or certified by an independent public or certified public accountant or firm of such accountants selected by the board, showing in appropriate detail:

(1) the assets and liabilities of the Grants Managers Network as of the end of a twelve-month fiscal period terminating not more than six months prior to such meeting;

(2) the principal changes in assets and liabilities during the year immediately preceding the date of the report;

(3) the revenue or receipts of the GMN, both unrestricted and restricted to particular purposes, for such year;

(4) the expenses or disbursements of the GMN, for both general and restricted purposes, during such year; and

(5) the number of members of the GMN as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report.

Such report shall be filed with the records of the GMN and either a copy or an abstract thereof entered in the minutes of the proceedings of the annual meeting.

Additional national membership meetings as deemed necessary or desirable may be called by the executive committee. Written notice stating the place, date, hour and purpose or purposes of each such meeting shall be executed as described in Article VIII, Section 1a.

At every meeting of the GMN, each member shall be entitled to one vote, to be cast in person.

At all meetings of GMN, one of the two co-chairs of the Board shall preside if present. If none is present, any other Board member present at the meeting may be designated to preside.

The fiscal year of GMN shall begin on January 1 of each year.

A general member may be removed for just cause by two-thirds (2/3) vote of the Board of Directors or two-thirds (2/3) vote of the general membership.

Formation of a regional group must be approved by the Board of Directors. The group must serve a defined region (which may include a state, several states, part of a state, or a city, for several examples). All GMN members located in that region will be eligible for membership in the regional group. The structure of the regional group shall be determined by that group. Each regional group shall designate a liaison to the Board of Directors.

The Board of Directors shall be informed of all regional group activities conducted in the name of the Grants Managers Network or under its aegis. The Board of Directors shall appoint a liaison to the regional groups who shall communicate with the regional liaison on a periodic basis.

The regional groups shall not maintain bank accounts separate from that of the Grants Managers Network. At the beginning of each fiscal year, the Board of Directors shall include a budget line item designated for the regional groups, either separately by group or in whole, to defray costs of group activities such as meetings and mailings. The Board will consider requests from regional groups for funding of special projects or programs. All funding requests will be subject to review and approval procedures to be established by the Board of Directors and communicated to the regions.

Philanthropic organizations may contribute to the budget of GMN in one or more of several ways:

Through provision of in-kind services to the local, regional and/or national networks. This may include, but not be limited to, meeting space; refreshments, luncheons or dinners; copying and franking; on-line services; staff release time to serve as officers, attend meetings or conduct GMN business; etc. Such in-kind services shall be acknowledged by GMN both directly to the contributor and in the annual report of income and expenses.

Through payment of dues, which shall cover a fiscal year, remitted to GMN annually. The GMN Board of Directors shall determine the dues amount.

Through grants of money to GMN in support of national or regional GMN activities.

The Board of Directors shall oversee any and all funding requests for regional group activities that cannot be accommodated in the GMN annual budget.