BOARD OF DIRECTORS
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BOARD OF DIRECTORS
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March 22, 2000
TABLE OF CONTENTS
ARTICLE I
ARTICLE II
ARTICLE III
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ARTICLE III (cont.)
ARTICLE IV
ARTICLE V
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ARTICLE VI
ARTICLE VII
ARTICLE VIII
ARTICLE IX
ARTICLE X
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OFFICESSection 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.
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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.
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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 on the [third Wednesday in
October] of each year. 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.
MEMBERS
DIRECTORSSection 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 in the first week of August of each year call for nominations for the Board of Directors; shall in the first week of September of each year circulate a list of nominees to be voted upon by the members; and, at the annual meeting of the members, shall tabulate and announce the results of the vote].
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Section 4. Term. As of the date of incorporation of the Corporation, directors whose last names as set out in the Articles of Incorporation start with A through K shall be deemed elected to terms expiring at the end of the 2000 annual meeting of the members or when their successors are elected and qualified; directors with names starting with L through S shall be deemed elected to terms expiring at the end of the 2001 annual meeting of the members or when their successors are elected and qualified; and directors with names starting with T through Z shall be deemed elected to terms expiring at the end of the 2002 annual meeting 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.
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MEETINGS OF THE BOARD OF DIRECTORSSection 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 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.
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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.
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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 two (2) directors, 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.
COMMITTEES AND WORKING
GROUPS
OFFICERSSection 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.
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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. |
EXECUTIVE DIRECTORSection 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.
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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.
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COMPENSATION OF DIRECTORS AND OFFICERSSection 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.
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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.
LIABILITY AND
INDEMNIFICATION
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. $ ) 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 ______ 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.
GENERAL PROVISIONS
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 the directors.
AMENDMENTS
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.
EFFECT OF PROVISIONS OF LAW AND
ARTICLES OF INCORPORATION
