BOARD OF DIRECTORS
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BOARD OF DIRECTORS
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June 1, 2000
TABLE OF CONTENTS |
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ARTICLE I
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ARTICLE IV (cont.)
AMENDMENTS
SECRETARY'S CERTIFICATE |
Section 1. Principal Office. The principal office of the National Initiative for a Networked Cultural Heritage, a District of Columbia nonprofit corporation (the "Corporation"), shall be located in the District of Columbia. The Corporation may from time to time have such other offices as the Board of Directors may determine or as the affairs of the Corporation may require.
Section 2. Registered Office. The Corporation shall have and continuously maintain in the District of Columbia a registered office and a registered agent whose office is located in such registered office. The registered office may be, but need not be, located in the principal office of the Corporation. The address of the registered office may from time to time be changed by the Board of Directors.
Section 1 Who Shall Be Members. Membership in the Corporation is open to all organizations and institutions that profess an active interest in working toward the networking of cultural resources and that have paid annual dues in advance as specified by the Board.
Section 2. Term of Membership. Membership in the Corporation is for a one-year term. A qualifying organization or institution may be a member for additional or successive terms, without limit. Any member may resign at any time upon written notice to the Secretary of the Corporation, any such resignation to take effect as specified therein, or, if not specified, upon receipt by the Secretary.
Section 3. Responsibilities of Membership. Members shall agree to assist in the diffusion of information from the Corporation pertaining to the goal of a networked cultural heritage.
Section 4. Meetings. There shall be one regular meeting of the membership each year, which shall constitute the annual meeting. Special meetings may be called by the President, by the Board of Directors, or at the written request of at least one-third (1/3) of the members. The annual meeting shall be held in the fourth quarter of each calendar year, or on such date as the directors shall determine, provided that the directors shall give the members at least three months notice of any such meeting. The annual meeting shall include the election of directors and the transaction of such other business as the members shall determine.
Section 5. Place and Time of Meetings. Meetings of members may be held at such place, within or without the District of Columbia, and at such date and time, as may be fixed in the notice of the meeting.
Section 6. Notice of Meetings. Written or printed notice stating the place, date, and time of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each member entitled to vote at such meeting not less than ten (10) or more than fifty (50) days before the date of the meeting, either personally, via electronic mail, telecopy, or regular mail, by the Secretary of the Corporation. If mailed by regular mail, such notice shall be deemed to be delivered when deposited in the United States mail, postage paid, addressed to the member at its address as it appears on the records of the Corporation.
Section 7. Presiding Officer and Secretary. At any meeting of the members, the President, or in the President's absence the President-Elect, or in the President-Elect's absence such person as is chosen by a majority of the members present, shall preside over the meeting.
Section 8. Waivers of Notice. Whenever any notice is required to be given to any member, a waiver thereof in writing signed by the member entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. The presence of any member at a meeting, in person or by proxy, without objection to the lack of notice of such meeting, shall also waive notice by such member.
Section 9. Quorum. Members constituting at least a majority of the membership, represented in person or by a general proxy, shall constitute a quorum at a meeting of members for the transaction of any business. The members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of members leaving less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting from time to time until a quorum is present, when any business may be transacted that may have been transacted at the meeting as originally called.
Section 10. Proxies. A member may vote by a proxy, or be present by a general proxy, executed in writing by the member or its duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Every proxy shall be revocable, but prospectively only, at the discretion of the member executing it, except as otherwise provided by law.
Section 11. Vote. Each member shall have one vote. Whenever any action is to be taken by vote of the members in a meeting, it shall, except as otherwise required or permitted by law, by the Articles of Incorporation or by these Bylaws, be authorized by a majority of a quorum of the members.
Section 12. Informal Action by Members; Meetings by Conference Telephone. Any action required by the District of Columbia Nonprofit Corporation Act to be taken at a meeting of the members of the Corporation, or any action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or document filed with the District of Columbia under the District of Columbia Nonprofit Corporation Act. Except as otherwise required by law, the members may participate in a meeting of the members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and such participation shall constitute presence in person at the meeting.
Section 1. Powers and Qualifications.
The Board of Directors is the governing body of the Corporation. The directors shall act only as a Board of Directors, or as a committee thereof; individual directors shall have no power as such. Directors need not be citizens of the United States, nor citizens nor residents of the District of Columbia. The Board of Directors shall consist of two (2) groups, as follows:
(i) Group I shall consist of persons who hold a position, at the date of the annual meeting of the Corporation at which they are elected a director of the Corporation, as President, senior Vice-President, chief executive officer, Chief Operating Officer, or the equivalent, of a member organization.
(ii) Group II shall consist of persons who hold a position, at the date of the annual meeting of the Corporation at which they are elected a director of the Corporation, as trustee, officer or employee, of a member organization and who are not then also serving in a Group I position with that member organization.
Section 2. Number. The initial number of directors of the Corporation shall be fixed by the Articles of Incorporation. Thereafter, the number of directors of the Corporation may be increased or decreased from time to time by the Board of Directors, but it shall be not less than ten (10) nor greater than eighteen (18). The ratio of Group I directors to Group II directors shall be not less than seven to three (7:3). No decrease in the number of directors shall reduce the term of any incumbent director.
Section 3. Election. Directors shall be elected by the members to staggered three-year terms of office, comprising three classes of directors' terms. A nominating committee, elected by and from the Board of Directors, shall call for nominations for the Board of Directors three months before the annual meeting; shall circulate a list of nominees to be voted upon by the members two months before the annual meeting; and, at the annual meeting of the members, shall tabulate and announce the results of the vote.
Section 4. Term. As of the date of incorporation of the Corporation, directors shall be elected to terms expiring at the end of the 2000, 2001 and 2002 annual meetings of the members or when their successors are elected and qualified. After the expiration of these respective terms, except as provided in Section 7 of this Article, directors shall serve, with terms starting at the end of the annual meeting of members at which the directors were elected, for terms of three (3) years and until their successors are elected and qualified, or until their earlier resignation, removal or death. Any increase or decrease in the number of directors shall, to the extent possible, preserve or result in equal numbers of directors in these three classes.
Section 5. Resignations. Any director may resign at any time by notifying the Board of Directors in writing. Such resignation shall take effect at the time specified therein, or if no time is specified, upon receipt. Acceptance by the Board of Directors of such resignation shall not be necessary to make it effective.
Section 6. Removal. Directors may be removed from office at any time, with or without cause, upon a majority vote of the Board of Directors at a meeting called for that purpose. Notice of the interest to remove a director shall be given in accordance with Section 12 of this Article.
Section 7. Vacancies. In the event of the resignation, removal or death of a director, or in the event of an increase in the number of directors, vacancies shall be filled by a majority vote of the remaining members of the Board of Directors. A director elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor. In the case of an increase in the number of directors, a director elected pursuant thereto shall hold office until the expiration of his or her term, which shall be in accordance with the classes of directors' terms as provided in Sections 3 and 4 of this Article.
Section 8. Location of Meetings. All meetings of the Board of Directors may be held within or without the District of Columbia and may be held by means of a conference telephone call.
Section 9. Annual Meeting. . The annual meeting of the Board of Directors shall be held within one day before or after and at the same location as the annual meeting of members, with the time to be determined by the Board of Directors and designated in the notice or waiver of notice of the annual meeting.
Section 10. Regular Meetings. The Board of Directors shall meet at least twice a year in regular meetings. The annual meeting shall be a regular meeting. Regular meetings (other than the annual meeting) of the Board of Directors may be held at such time and place as shall be determined from time to time by or under the authority of the Board of Directors.
Section 11. Call of Special Meetings. The President may call, or upon the request of a majority of the Board of Directors, the Secretary shall call, special meetings of the Board of Directors.
Section 12. Notice of Meetings. Notice of meetings of the Board of Directors shall be in writing, signed by the President or the Secretary, and shall be served personally or sent to each director by mail, electronic mail or telecopy addressed to his or her last known pertinent address at least [ten (10)] days before the time designated for such meeting. Notice of meetings shall state the date, time and place of the meeting; but the purpose or purposes of such meeting need not be specified unless otherwise required.
Section 13. Waiver of Notice. Whenever notice is required to be given to any director, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Such waiver need not specify the purpose or purposes of the meeting.
Section 14. Quorum and Presiding Officer. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, unless otherwise required. However, if a quorum is not present at any meeting of the Board of Directors, those directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. The President, or in the President's absence the President-Elect, or in the President-Elect's absence such person as is chosen by the Board, shall preside over the meeting.
Section 15. Action by Majority Vote. Except as otherwise required, any action by a majority of the directors present at a meeting at which a quorum is present shall be deemed the action of the Board of Directors.
Section 16. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or document filed with the District of Columbia under the District of Columbia Nonprofit Corporation Act. Except as otherwise required by law, the Board of Directors may hold meetings by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and such participation shall constitute presence in person at the meeting.
Section 17. Working Groups. The Corporation shall endeavor to accomplish much of its work by means of committees and working groups, each of which shall include at least one (1) director, and any of which may, pursuant to an action of the Board, include non-directors such as officers or employees of the Corporation, and members of the public. Committees and working groups, with clear deadlines and demarcations of functions, may be created by these Bylaws or by the Board of Directors. Each member shall be encouraged to participate in at least one committee or working group. The Executive Director shall be an ex-officio member of every committee and working group except the Executive Director Evaluation Committee.
Section 18. Designation. The Board of Directors shall have the power at any time to (i) designate a member of such committee or working group as its presiding officer; (ii) fill vacancies; (iii) change the membership or (iv) discharge a committee or working group.
Section 19. Functions. Each committee and working group shall have, and may exercise, such functions as authorized by the Board of Directors. The designation of any such committee or working group and the assignment thereto of any function shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or that director by law. The members of a committee or working group shall act only as a committee or working group.
Section 20. Term. Members of a committee or working group shall serve for such term or terms as established by the Board, or until their earlier resignation, removal with or without cause, or death, or until, if earlier, the committee or working group is terminated.
Section 21. Meetings. Meetings of a committee or working group may be held within or without the District of Columbia, and may be held by means of conference telephone call. A majority of any such committee or working group may fix the time and place of its meetings. Each committee or working group shall keep records of its actions, and report such actions to the Board of Directors and the President.
Section 22. Quorum/Action. A majority of the then serving members of any committee or working group shall constitute a quorum. Any action of the majority of those present at a meeting at which a quorum is present shall be deemed the action of the committee or working group.
Section 1. Designation. The officers of the Corporation shall consist of a President, a President-Elect, a Past-President, a Secretary, and a Treasurer, and may include such other officers and assistant officers as may be deemed necessary by the Board, each officer to have such duties and authority as are provided in these Bylaws, or as the Board of Directors may from time to time determine.
Section 2. Election. Those officers that are to be elected shall be elected by the Board of Directors at the annual meeting of the Board of Directors. The person elected President-Elect shall, without further action by the Board, become President upon the occurrence of a vacancy in the office of President, or, if later, at the conclusion of the next annual meeting of the Board of Directors occurring after such person became President-Elect. The President shall, without further action by the Board, become Past-President at the conclusion of the next annual meeting of the Board of Directors occurring after such person become President.
Section 3. Term. Unless the Board at the time of election provides a shorter term, the President, President-Elect, Past-President, and all other officers except the Secretary and the Treasurer shall serve for a term of one (1) year, or, if less, until the next annual meeting of the Board of Directors in the calendar year following the year of the election, and until their successors are elected and qualified, or until their earlier resignation, removal or death. Unless the Board at the time of election provides a shorter term, the Secretary and the Treasurer shall serve for a term of two (2) years, or if less, until the annual meeting of the Board of Directors in the calendar year two years following the year of the election, and until their successors are elected and qualified, or until their earlier resignation, removal or death.
Section 4. Resignations. Any officer may resign at any time by notifying the Board of Directors in writing. Such resignation shall take effect at the time specified therein, or, if no time is specified therein, upon receipt. Acceptance by the Board of Directors of such resignation shall not be necessary to make it effective.
Section 5. Removal. Any officer may be removed, either with or without cause, by a majority vote of the Board of Directors at any regular or special meeting, except as may be restricted by law.
Section 6. Vacancies. A vacancy in any office caused by resignation, removal or death may be filled for the unexpired term of the predecessor in office by the Board of Directors at any regular or special meeting.
Section 7. President. The President shall preside over the meetings of the Board of Directors and the members and shall have such powers and duties as are assigned by these Bylaws or assigned from time to time by the Board of Directors.
Section 8. President-Elect and Past-President. The President-Elect shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall have such other duties and powers as are assigned under these Bylaws or as the Board of Directors may from time to time assign. The Past-President shall have such duties and powers as are assigned by the Board of Directors from time to time.
Section 9. Secretary. The Secretary shall (i) act as Secretary of all meetings of members, of the Board of Directors, and of such other committees as the Board of Directors shall specify; (ii) keep the minutes thereof in the proper book or books; (iii) see that those reports, statements and other documents required by law are properly kept and filed and (iv) in general, perform all the duties incident to the office of Secretary and such related duties as may from time to time be assigned by the Board of Directors or the President. The books, records and papers in the hands of the Secretary shall at all times be subject to the inspection, supervision and control of the Board of Directors and the President. At the expiration of his or her term of office, the Secretary shall turn over to his or her successor in office all books, records, papers and other properties of the Corporation within the Secretary's control.
Section 10. Treasurer. The Treasurer shall (i) collect and keep an account of all moneys received and expended for the use of the Corporation; (ii) deposit sums received by the Corporation in the name of the Corporation in such depositaries as shall be approved by the Board of Directors; (iii) present reports of the finances of the Corporation at each annual meeting and when called upon by the Board or the President and (iv) perform such related duties as shall be directed by the Board or the President. The funds, books and vouchers in the hands of the Treasurer shall at all times be subject to the inspection, supervision and control of the Board or the President. At the expiration of his or her term of office, the Treasurer shall turn over to his or her successor in office all books, records, monies and other properties of the Corporation within the Treasurer's control.
Section 11. Other Officers. Other officers elected by the Board of Directors shall perform such duties and have such powers as shall be assigned to them by the Board of Directors.
Section 1. Duties and Reporting Structure. The Executive Director shall be the chief executive officer of the Corporation, shall attend, ex officio, all meetings of members, directors and committees thereof except the Executive Director Evaluation Committee, and shall have such other duties and powers as are assigned by these Bylaws or by the Board. The Executive Director shall report to the Board of Directors. Between Board meetings, the Executive Director shall report to the President, who, in turn, may consult with the Board of Directors at any time.
Section 2. Evaluation and Goal-Setting Procedure. An Executive Director Evaluation Committee comprised of the President and two members of the Board of Directors shall organize and carry out an annual evaluation of the Executive Director. The Executive Director shall submit an annual self-evaluation statement, which shall be not only retrospective but also prospective, and which, inter alia, shall set out goals for the following year. The evaluation committee shall make recommendations to the Board of Directors and shall discuss its recommendations with the Executive Director and with the Board. The President shall submit a summary of the evaluation and the discussions to the Board and to the Executive Director.
Section 1. Compensation of Directors and Officers. Directors and officers shall not receive any compensation for their services as such; however, the Board of Directors may authorize reimbursement for expenses incurred in connection with the performance of services for the Corporation, including but not limited to attendance at annual, regular or special meetings of the members, the Board or the committees thereof, or otherwise as the Board may direct. Nothing herein shall be construed to preclude any director or officer from serving the Corporation in any other capacity and receiving compensation therefor, provided that such compensation shall not be excessive in amount and shall be for services which are reasonable and necessary for performance of the Corporation's purposes.
Section 1. Liability. The directors of the Corporation shall not be personally liable for its debts, obligations or liabilities.
Section 2. Indemnification. The Corporation shall indemnify any director or officer, or former director or officer, against expenses incurred in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of being, or having been, such director or officer, to the maximum extent permitted by law. Such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled under these Bylaws, any agreement, action of the Board of Directors, or otherwise.
Section 3. Prohibition Against Self-Dealing. Anything contained in this Article to the contrary notwithstanding, the Corporation shall in no event indemnify any person otherwise entitled to such indemnification if such indemnification would constitute "self-dealing" as defined in Section 4941 of the Internal Revenue Code of 1986, as amended.
Section 1. Grants. The Board of Directors may prospectively or retroactively authorize any officer or agent, in the name and on behalf of the Corporation, and in the administration of an approved program, to make any grants or contributions or provide financial assistance to any qualified individuals or organizations.
Section 2. Execution of Contracts. The Board of Directors, except as otherwise provided in these Bylaws, may prospectively or retroactively authorize any officer or agent in the name and on behalf of the Corporation, to enter into any contract, or execute and deliver any instrument, as may be appropriate to carry out the purposes of the Corporation. Any such authority may be general or confined to specific instances. In the absence of any such authorization, the Executive Director may enter into such contracts so long as no such contract binds the Corporation to an obligation of more than U.S. dollars (U.S. $10,000 ) per year, and the Executive Director and the President may enter into such contracts so long as no such contract binds the Corporation to an obligation of more than $15,000 U.S. dollars.
Section 3. Loans. The Board of Directors may authorize the Executive Director or any other officer or agent of the Corporation to (i) obtain loans or advances at any time for the Corporation from any bank, trust company, firm, corporation, individual or other institution; (ii) make, execute, and deliver promissory notes, bonds, or other certificates or evidences of indebtedness of the Corporation and (iii) pledge, hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority conferred by the Board of Directors may be general or confined to specific instances. No loans shall be made by the Corporation to any member, director or officer thereof.
Section 4. Gifts. The Board of Directors or the Executive Director may accept on behalf of the Corporation any contribution, gift, bequest or devise for the purposes of the Corporation.
Section 5. Investments. The Corporation shall have the right to invest and reinvest any funds held by it according to the direction of the Board of Directors. The Board of Directors is restricted to the prudent investments which a director is or may hereafter be permitted by law to make. In the absence of a directive from the Board of Directors, the Executive Director shall make, or cause to be made, any such investments.
Section 6. Voting of Securities Held by the Corporation. Stocks and other securities owned by the Corporation shall be voted in person or by proxy as the Board of Directors may direct. In the absence of any direction by the Board of Directors, such stocks and securities shall be voted as the Executive Director may determine.
Section 7. Books and Records. There shall be kept at the principal office of the Corporation correct books of accounts of all the business and transactions of the Corporation.
Section 8. Depositories. The funds of the Corporation not otherwise employed shall from time to time be deposited to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select, or as may be selected by the Executive Director in accordance with a resolution or resolutions of the Board, or as may be selected by any one (1) or more other officers or agents of the Corporation to whom such power may from time to time be delegated by the Board of Directors.
Section 9. Signatories. All checks, drafts and other orders for payment of money out of the funds of the Corporation, and all notes and other evidences of indebtedness of the Corporation, shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by the Board of Directors. In the absence of such determination by the Board of Directors, any such instrument shall be signed by one (1) officer of the Corporation, and any such instrument for an amount of two thousand U.S. dollars (U.S. $2,000) or more shall be signed by the Executive Director and countersigned by any other one (1) officer of the Corporation.
Section 10. Annual Audit. The Board of Directors may require an annual audit be made of the books and accounting records of the Corporation.
Section 11. Corporate Seal. The corporate seal shall be in the custody of the Secretary and used by him or her, or any other officer so authorized by the Board of Directors, by causing it, or a facsimile thereof, to be impressed, affixed or reproduced otherwise on any instrument or document as may be required. The presence or absence of the seal on any instrument, or its addition thereto, shall not affect the character, validity or legal effect of the instrument.
These Bylaws, or any one or more of the provisions thereof, may be altered, amended or repealed, or new Bylaws adopted, by a two-thirds (2/3) vote of all of the directors.
Each of the provisions of these Bylaws shall be subject to any provisions of the District of Columbia Nonprofit Corporation Act and of the Articles of Incorporation relating to their subject matter.
SECRETARY'S CERTIFICATE
I, the Secretary of the National Initiative for a Networked Cultural Heritage, a nonprofit corporation formed and existing under the laws of the District of Columbia, do hereby certify that the foregoing is a true and complete copy of the Bylaws of this Corporation as adopted by the Board of Directors of the Corporation through the date below.
IN WITNESS WHEREOF, I have subscribed my name as of this ___ day of ________________, 1999.
_________________________________________
Secretary
Library: Washington; Document #: 48891v4
