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Bylaws
of InterAction
The American Council
for Voluntary International Action, Inc.
Article I - Name
Section 1.01 Name. The Corporation
shall be known as InterAction: The American Council for Voluntary International
Action, hereinafter known as the Corporation.
Article II - Members
Section 2.01. Who Shall be
Members. Admission to membership shall be by majority vote of the Board
of Directors. Any organization may apply for membership if it is exempt
from taxation under Section 501(c)(3) of the Internal Revenue Code of
1986, as amended; has primary purposes and work consistent with the purposes
of the Corporation; and agrees to pay established dues. The Board of Directors
may establish any additional criteria for membership.
Section 2.02 Dues. The Members
shall determine the appropriate dues for each Member. The amount and structure
of dues may be changed by a vote of the Members.
Section 2.03 Resignation and
Removal. Any Member after having fulfilled all obligations to the Corporation
may resign by written notice to the President/CEO of the Corporation (any
such resignation to take effect as specified therein, or if not so specified,
upon receipt by the President/CEO). Any Member may be removed or suspended
at any time for failure to maintain the standards and criteria for admission
and continuing membership or for other cause by a two-thirds (2/3) vote
of the number of Directors then in office.
Section 2.04. Membership Meetings.
a. Representative. Each Member
shall appoint a duly-authorized representative to represent it at meetings.
The representative shall be the chief executive or the chief executive's
designee. The President/CEO shall maintain a list of Member representatives.
The vote of a Member's representative shall constitute the vote of the
Member.
b. Annual Meeting A meeting
of the Members of the Corporation shall be held annually for the election
of Directors and the transaction of such other business as may properly
come before the meeting on a date to be determined annually.
c. Special Meetings. Special
meetings of the Members may be called by the Board of Directors and/or
by the Chair of the Board. Special meetings may also be convened by ten
percent (10%) of the Members, who may in writing demand the call of a
special meeting specifying the date and month thereof, which shall not
be less than two nor more than three months from the date of such written
demand. The President/CEO of the Corporation upon receiving the written
demand shall promptly give notice of such meeting or if he or she fails
to do so within five days thereafter, any Member signing such demand may
give such notice.
d. Place and Time of Meetings.
Meetings of Members may be held at such place and at such hour as may
be fixed in the notice of the meeting.
e. Notice of Annual and Special
Meetings. Whenever Members are required or permitted to take any action
at a meeting, written notice stating the place, day and hour of the meeting,
and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) or more
than fifty (50) days before the date of the meeting, either personally
or by mail, by or at the direction of the President, to each Member entitled
to vote at such meeting. If mailed, official notice shall be deemed to
be delivered when deposited in the United States mail, postage prepaid,
addressed to the Member at his address as it appears on the records of
the Corporation.
f. Waivers of Notice. Whenever
notice is required to be given to any Member under any provision of law,
the Certificate of Incorporation or these Bylaws, a waiver in writing
signed by the Member entitled to such notice, whether before or after
the time stated therein, shall be the 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 the meeting, shall also waive
notice by such Member.
g. Quorum. One-quarter (1/4)
of the Members represented in person or by 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 enough Members to leave
less than a quorum.
If a meeting cannot be organized
because a quorum is not present, those present may adjourn the meeting
until a subsequent meeting at which quorum is present, when any business
may be transacted that may have been transacted at the meeting as originally
called.
h. Vote. Each Member shall
have one (1) vote. Whenever any corporate action is to be taken by vote
of the Members, it shall, except as otherwise required by law or by the
Certificate of Incorporation, be authorized by a majority of the votes
cast in person or by proxy at a meeting of Members.
i. Presiding Officer. At any
meeting of the Members, if neither the Chair nor Vice-Chair of the Board,
nor the President/CEO, nor a person designated by the Board to preside
at the meeting shall be present, the Members present shall appoint a presiding
officer for the meeting. The appointee of the person presiding at the
meeting shall act as secretary of the meeting.
2.05. Proxies. A Member entitled
to vote may vote in person or may authorize another person to act for
such Member by proxy. No proxy shall be valid after the expiration of
eleven months from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the Member executing
it, except as otherwise provided by law.
Article III - Board of Directors
Section 3.01. Authority of
Directors. The Corporation shall be managed by its Board of Directors.
Section 3.02. Number of Directors.
The number of Directors constituting the entire Board shall not be less
than twenty two (22) or more than thirty (30). In addition, the CEO/President
shall serve as an ex officio non-voting member of the Board of Directors.
In no case may any decrease in the number of Directors shorten the term
of any incumbent Director.
Section 3.03. Eligibility
of Directors Each Director shall be at least eighteen (18) years of age.
At least eighty percent (80%) of Directors must be the chief executives
or other senior executives of Member organizations; however, in no event
shall the number of member-representative Directors be less than twenty-two
(22). Up to twenty percent (20%) of the Board may consist of persons of
stature not affiliated with a Member of the Corporation who are known
for their strong commitment to and expertise in international relief and
development, and who bring a broader outside perspective or expertise
to help InterAction achieve its mission. In their service to the Board,
Directors shall represent the interests of the Corporation as a whole.
Section 3.04. Election and
Term of Directors. Directors shall be nominated by the Board from a slate
of candidates prepared by the Nominating Committee and shall be elected
by the Members. The Nominating Committee shall endeavor to reflect the
diverse range of the Corporation's membership in the slate of candidates
for the Board.
Directors shall be divided
into three classes, staggered by term, which shall be as near as possible
to equal in size. Except as provided in Section 3.05, Directors shall
be elected to terms of three (3) years. Directors shall continue in office
until his or her successor is elected and qualified, or until his or her
death, resignation, or removal. A Director having served two (2) consecutive
terms is eligible for re-election to the Board only after having been
off the Board for at least one (1) year.
Section 3.05. Transitional
Term of Directors. For the first class elected after amendment of these
Bylaws in 2002, the term of office of those Directors in Class One shall
expire at the Annual Meeting in 2004; the term of office of those Directors
in Class Two will expire at the Annual Meeting 2005; and the term of office
of those Directors in Class Three will expire at the Annual Meeting in
2006.
Section 3.06. Vacancies. If
vacancies occur in the Board for any reason between annual Membership
meetings such that the number of Directors falls below twenty-two (22),
vacancies may be filled by the Board so that there are at least twenty-two
(22) Directors. Such vacancies may be filled by a vote of a majority of
Directors then in office. All other vacancies shall be filled by the Members
at annual or special meetings. A Director elected to fill a vacancy shall
be elected for the unexpired term of his or her predecessor in office.
If the number of Directors is increased, the term of a Director elected
to such vacancy shall end at the same time as the term of other Directors
in that class.
Section 3.07. Compensation.
With the exception of the President/CEO, Board members shall not be compensated
for serving on the Board, but may be reimbursed for actual expenses incurred
on behalf of the Corporation.
Section 3.08. Resignation
& Removal. Any Director may resign from office at any time by delivering
a resignation in writing to the President/CEO. Such resignation shall
take place at the time specified therein, and unless otherwise specified,
no acceptance of such resignation shall be necessary to make it effective.
Any or all of the Directors
may be removed, with or without cause, by action of the Board, provided
that fourteen (14) days prior notice is given of the proposed removal.
The seat of any Director whose affiliation with a Member ceases shall
automatically become vacant on the 30th day following the last day of
his or her affiliation with that Member.
Section 3.09. Meetings. Meetings
of the Board of Directors, annual, regular or special, may be held at
any place as may be fixed by the Board from time to time or as shall be
specified in the respective notice or waivers of notice thereof. There
shall be three regular meetings per year in addition to an annual Meeting
of the Board for the appointment of Officers. The Annual Meeting of the
Board shall be held at the same place and as soon after the holding of
the Annual Meeting of the Members as is practicable. The Board may fix
times and places for regular meetings of the Board. No official notice
of Annual or regular meetings need be given. Special meetings, subject
to the notice requirements below, may be called at any time by the Chair
of the Board of Directors upon his or her own authority and upon written
petition to the Chair of twenty percent (20%) of the Directors. At the
discretion of the Chair, one of the three regular meetings of the Board
may be held by conference telephone or similar communications equipment,
so long as Directors participating in such meeting are able to hear one
another at the same time.
Section 3.10. Notice. Reasonable
advance notice for special meetings shall be given to all Directors who
have not waived such notice stating the date, place and hour of the special
meeting. A notice need not state the purpose of any meeting of the Board.
Notice of any meeting need not be given to any Director who submits a
signed waiver of notice before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement, the
lack of notice.
Section 3.11. Quorum. Unless
a greater proportion is required by law, one-third (1/3) of the entire
Board of Directors shall constitute a quorum for the transaction of business.
Section 3.12. Action by the
Board. Except as otherwise provided by law or by these Bylaws, the vote
of a majority of the Directors present at a meeting at the time of the
vote, if a quorum is present shall be the act of the Board. Public policy
positions of the Corporation shall be established by a two-thirds (2/3)
vote of the Directors present at a meeting, provided there is a quorum
present. A majority of the Directors present whether or not a quorum is
present may adjourn a meeting of the Board to another time or place. Notice
of any adjournment of a meeting shall be given to the Directors who were
not present at the time of the adjournment and, unless such time and place
was announced at the meeting, to the other Directors.
Section 3.13. Action Without
a Meeting. Any action required or permitted to be taken at a meeting of
the Board may be taken without a meeting if all the members of the Board
consent in writing to the adoption of a resolution authorizing such action.
Each resolution so adopted and the written consents thereto by members
of the Board shall be filed with the minutes of the proceedings of the
Board. Such consents shall have the same force and effect as a unanimous
vote of the Board.
Section 3.14. Board Committees.
a. Executive Committee The Executive Committee of the Board of Directors
shall consist of seven (7) Directors plus the President/CEO, who shall
serve as an ex-officio non-voting member of the Executive Committee. The
seven Directors on the Executive Committee shall include the Chair, Vice
Chair and Treasurer and four at-large members nominated by the Chair and
elected by the Board. The Executive Committee shall have all of the authority
of the Board to the fullest extent permitted by applicable law and shall
meet between meetings of the Board at such times and places as may be
fixed by the Chair. The Executive Committee shall take such actions as
are necessary between meetings of the Board. All members of the Executive
Committee shall serve in their individual capacities so long as they maintain
their affiliations with the respective Member organizations.
b. Standing Governance Committees.
The Board may establish standing governance committees. The Chair shall
nominate and the Board of Directors shall elect from among the Directors,
the Chair and at least two (2) members to each standing governance committee.
A quorum shall be a majority of the Directors on the committee. The Board
may establish such procedures to govern their activities, and delegate
to them such authority as may be necessary or desirable for the efficient
management of the property, affairs, business, and/or activities of the
Corporation.
There shall be at least three
such standing governance committees: Nominating, Standards and Membership,
and Finance. The duties and responsibilities of these committees shall
include, but not be limited to, the following:
1. Nominating Committee. Recommend
criteria for Director selection, identify and screen prospective nominees
and recommend slates of Director nominees to the Board; recommend slates
of officer nominees for the full Board's approval; review with each Director
their participation, attendance and interest in serving on the Board before
renominating them; design and implement a board evaluation process.
2. Standards and Membership
Committee. Recommend to the Board standards and guidelines for the Corporation's
Members as well as establish other criteria for membership in the Corporation
above and beyond the standards and criteria already set for full Members
in these Bylaws; oversee processes for Members' compliance with the standards
and recommend any needed action to the Board; recruit and review all new
applications for membership and make recommendations to the Board.
3. Finance Committee. Oversee
financial management, integrity, and health of the Corporation; review
and recommend budgets; and review regular financial reports, annual audits,
financial policies and major financial decisions.
c. Authority. Each committee
of the Board shall serve at the pleasure of the Board. Each committee
of the Board shall to the extent provided in these bylaws or the authorizing
resolution have all the authority of the Board. Notwithstanding the foregoing,
the designation of any such committee and the delegation thereto of authority
shall not alone relieve any Director of his duty to the Corporation under
§ 717 of the Not-for-Profit Corporation Law, and no such committee
shall have authority as to the following matters:
1. The submission to Members
of any action requiring Members' approval under the Not-for-Profit Corporation
Law.
2. The filling of vacancies
in the Board of Directors or in any committee.
3. The amendment or repeal
of the by-laws or the adoption of new by-laws.
4. The amendment or repeal of any resolution of the Board which by its
terms shall not be so amended or repealed.
Section 3.15. Other Committees.
In addition to those committees authorized in Article IV, other committees
not having and exercising the authority of the Board in the management
of the Corporation may be designated by a resolution adopted by a majority
of the Directors present at a meeting at which a quorum is present. Such
committees shall consist of at least two (2) individuals who need not
be Directors of the Corporation. The Chair or the President of the Corporation
shall appoint the members of such committees. Other committees shall have
only the powers specifically delegated to them by the Board and shall
in no case have powers which are not authorized for standing committees
under the Not-for-Profit Corporation Law or these Bylaws.
Article IV - Program Committees
Section 4.01. Program Committees.
There shall be such Program Committees as the Board of Directors shall
from time to time determine. The Board shall establish the broad areas
of mandate, scope of authority and responsibility and the broad policies
and priorities that will guide the work of the Program Committees. Membership
on Program Committees shall be open to representatives from any Member
working in the program area. Such representatives need not be members
of the Board of Directors. Each Program Committee shall elect a Program
Committee Chair or Co-Chairs from among the members of such Committee.
Each Program Committee shall conduct its activities and govern its affairs
in accord with such rules and procedures as it may adopt, subject to such
common guidelines and directives as the Board of Directors may from time
to time adopt.
Article V - Officers
Section 5.01. Officers. The officers of the Corporation shall be the Chair,
Vice-Chair, Treasurer, and President/CEO. No person may hold two or more
offices.
Section 5.02. Appointment
of Officers; Terms of Office. The terms of the first class of officers
appointed after amendment of these Bylaws in September, 2002 shall expire
at the Annual Meeting in 2004. Thereafter, officers shall serve one (1)
year terms. Directors shall continue in office until his or her successor
is elected and qualified, or until his or her death, resignation, or removal.
The Chair, Vice-Chair and the Treasurer shall be appointed by the Board
at its annual meeting in each year that such positions have become vacant
due to expiration of an officer's term. An Officer having served three
(3) consecutive terms shall be eligible for reappointment only after a
one-year break in service. Vacancies existing for any reason shall be
filled by the Board for the remainder of the unexpired term.
Section 5.03. Resignation.
Resignations are effective upon receipt by the President/CEO of a written
notification.
Section 5.04. Removal. An
officer may be removed by the Board at a meeting, or by action in writing
pursuant to Section 3.13 with or without cause. Removal without cause
shall be without prejudice to such person's contract rights, if any, and
the appointment of such person shall not itself create contract rights.
Section 5.05. Powers and Duties
of the Chair. The Chair shall have general charge and supervision of the
affairs of the Corporation. The Chair shall preside at all meetings of
the Board. The Chair shall perform such other duties as the Board may
designate.
Section 5.06. Powers and Duties
of the Vice-Chair. In the event that the Chair is absent or unable to
act, the Vice-Chair shall perform the duties and exercise the powers of
the Chair.
Section 5.07. Powers and Duties
of the Treasurer. Except as the Board shall otherwise direct, the Treasurer
shall have charge of all funds and securities of the Corporation and shall
deposit the same to the credit of the Corporation in such banks or depositories
as the Board of Directors may authorize. He or she shall keep or cause
to be kept complete and accurate accounts of receipts and disbursements
of the Corporation, and whenever required by the Board, shall render a
statement of accounts. He or she shall at all reasonable times exhibit
the books and accounts to any officer or Director of the Corporation.
The Treasurer shall have all such powers and duties as generally are incident
to the position of Treasurer or as may be assigned by the Chairs or by
the Board. Except as prohibited by the law of the State of New York, the
Treasurer may delegate to the executive employees of the corporation day
to day performance of these duties.
Section 5.08. Powers and Duties
of the President/CEO. The President/CEO shall serve as the Chief Executive
Officer of the Corporation, and shall perform all duties customary to
that office and such other duties as may be prescribed by the Board from
time to time. The President/CEO shall supervise and control all of the
affairs of the Corporation in accordance with policies and directives
approved by the Board. The President/CEO shall have the powers and perform
the duties typically performed by the Secretary.
Section 5.09. Agents and Employees.
The Board may appoint agents and employees of the Corporation who shall
have such authority and perform such duties as may be prescribed by the
Board. The Board may remove any agent or employee at any time with or
without cause. Removal without cause shall be without prejudice to such
person's contract rights, if any, and the appointment of such person shall
not itself create contract rights.
Article VI - Compensation
Section 6.01. Compensation
Policy. In establishing appropriate compensation levels, whether as employees
or under contractual arrangements, for an individual who is a Director,
officer, member of a committee with Board-delegated powers, or anyone
else exercising substantial influence over the Corporation, in addition
to complying with any conflict of interest policy, the Board or committee
shall:
1. recuse/exclude members who
receive directly or indirectly a substantial portion of their income from
the Corporation;
2. rely on appropriate comparative
data, including comparable agreements in similar organizations; compensation
levels for similar positions in both exempt and taxable organizations;
and regional economic data; and
3. document the bases upon
which it relies for its compensation determinations.
Section 6.02. Compensation
Committee. The Board, may, if it chooses, establish a compensation committee
to set appropriate levels of compensation. A compensation committee shall
consist solely of disinterested persons with respect to the transaction
in question and shall follow the above-outlined procedures.
Article VII - Indemnification
The Corporation may indemnify
any person, made, or threatened to be made, a party to an action or proceeding
other than one by or in the right of the Corporation to procure a judgment
in its favor, whether civil or criminal, by reason of the fact that such
person or such person's testator or intestate is or was a Director or
officer of the Corporation, or serves or served any other corporation,
partnership, joint venture trust, employee benefit plan or other enterprise
in any capacity at the request of the Corporation, and the Corporation
may advance such person's related expenses, to the full extent permitted
by law. The Corporation shall have the power to purchase and maintain
insurance to indemnify the Corporation and its Directors and officers
to the full extent such indemnification is permitted by law.
In no case, however, shall
the Corporation indemnify, reimburse, or insure any person for any taxes
imposed on such individual under chapter 42 of the Internal Revenue Code
of 1986 ("the Code") as now in effect or as may hereafter be
amended. Further, if at any time the Corporation is deemed to be a private
foundation within the meaning of section 509 of the Code then, during
such time, no payment shall be made under this article if such payment
would constitute an act of self-dealing or a taxable expenditure as defined
in section 4941(d) or section 4945(d) respectively of the Code. Moreover,
the Corporation shall not indemnify, reimburse, or insure any person in
any instance where such indemnification, reimbursement or insurance is
inconsistent with section 4958 of the code or any other provision of the
code applicable to organizations described in section 501(c)(3) of the
Code.
If any part of this Article
shall be found in any action, suit, or proceeding to be invalid or ineffective,
the validity and effectiveness of the remaining parts shall not be affected.
Article VIII - Miscellaneous
Section 8.01. Fiscal Year. The fiscal year of the Corporation shall be
January 1 - December 31 but may be changed by resolution of the Board.
Section 8.02. Checks, Notes,
Contracts. The Board of Directors shall determine from time to time who
shall be authorized to sign on its behalf checks, notes, drafts, acceptances,
bills of exchange, and other orders or obligations for the payment of
money; to enter into contracts; or to execute and deliver other documents
and instruments. No individual shall be authorized to bind the Corporation
to any obligation unless expressly authorized by the Board.
Section 8.03. Deposits and
Accounts. All funds of the Corporation, not otherwise employed, shall
be deposited from time to time in general or special accounts in such
banks, trust companies, or other depositories as the Board or any committee
to which such authority has been delegated by the Board may select, or
as may be selected by any officer or officers or agent or agents of the
Corporation, to whom such power may from time to time be delegated by
the Board. For the purpose of deposit and for the purpose of collection
for that account of the Corporation, checks, drafts, and other orders
of the Corporation may be endorsed, assigned, and delivered on behalf
of the Corporation by any officer or agent of the Corporation.
Section 8.04. Purchase, Sale,
Mortgage and Lease of Real Property. No purchase of real property shall
be made by the Corporation and the Corporation shall not sell, mortgage
or lease its real property unless authorized by the vote of two-thirds
(2/3) of the entire Board, provided, however, that if the entire Board
consists of twenty-one (21) or more Directors, the vote of a majority
of the entire Board shall be sufficient.
Section 8.05. Recordkeeping.
The Corporation shall keep at its principal place of business 1) correct
and complete books and records of accounts; 2) minutes of the proceedings
of Membership and the Board meetings, reflecting at a minimum the names
of those in attendance, any resolutions passed and the outcomes of any
votes taken; and 3) a current list of record containing the names and
address of all Members, Directors, and officers of the Corporation.
Section 8.06. Reports to the
Members. The President and Treasurer of the Corporation shall present
at the annual meeting of the Members a report, verified by the President
and Treasurer, or certified by an independent public or certified public
accountant or a firm of such accountants selected by the Board, showing
in appropriate detail the following:
1. The assets and liabilities,
including the trust funds, of the Corporation as of the end of a twelve
month fiscal period terminating not more than six months prior to said
meeting.
2. The principal changes in
assets and liabilities, including trust funds, during said fiscal period.
3. The revenue or receipts
of the Corporation, both unrestricted and restricted to particular purposes
during said fiscal period.
4. The expenses or disbursements
of the Corporation, for both general and restricted purposes, during said
fiscal period.
This report shall be filed
with the minutes of the annual meeting of the Board of Directors.
Article IX - Conflicts of Interest
The Board shall by resolution
adopt a conflict of interest policy applicable to officers, Directors,
members of committees of the Board, and employees, that shall define conflicts
of interest (including competing financial interests or fiduciary duties),
require that conflicts be disclosed and the conflicted person be recused
from any decision-making with regard to the matter.
Article X - Amendment of
Bylaws
These Bylaws may be amended or repealed by a vote of the Membership present
at a meeting in person or by proxy, provided fourteen (14) days prior
notice is given of the proposed amendment.
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