Bylaws of the International Religious Liberty Association
[AS REVISED April 2007]
A District of Columbia Nonprofit Corporation
ARTICLE I – MEMBERS AND MEMBERS MEETINGS
Section 1. Membership
There is one class of members of the Corporation. The members are responsible for certain governance matters as described in the Articles of Incorporation, these Bylaws and under the laws of the District of Columbia.
Section 2. Members
Members who fail to take active part and support of the Corporation during the period between biennial meetings may, at the discretion of the Board of Directors, be deemed to no longer be acting as a member and that member’s position may be deemed vacant for purposes of filling all vacancies at the next regular members meeting. The Board of Directors shall serve as the nominating committee for purposes of nominating individuals or organizations to serve as members of the Corporation.
Section 3. Members Meetings
Regular and specially called meetings of the members shall be held at the call of the chairperson of the Board of Directors or by the Board of Directors. The Biennial Meeting of the members shall be considered the Regular meeting of the members and shall be held at the time and placed as voted by the Board of Directors. In any year that a special meeting of the entire membership takes place, then that meeting shall suffice as the Biennial Meeting for that time period.
Section 4. Special Meetings
Specially called meetings of the membership may be called by the Board of Directors by giving notice of the time and place of said meeting.
Section 5. Notice
Notice of both regular and specially called meetings shall be provided to the members not less than ten (10) days and not more than fifty (50) days preceding the time of meeting. Written notices shall include the date and place of the meeting and may be delivered in person, by mail, by facsimile or by email.
Section 6. Parliamentary Procedure
The parliamentary procedures for meetings of the membership of this Corporation shall be governed by the Roberts Rules of Order.
Section 7. Quorum
Twenty percent (20%) of those eligible to serve as members, including the President (or his designee) and at least two other officers of the Corporation, shall constitute a quorum for a membership meeting.
Section 8. Voting
Each member shall have only one vote on any one question. A majority vote of a quorum of members present at any meeting, either in person or by telephone or video conference, shall be the official act of the members, unless otherwise required by the Articles of Incorporation, these Bylaws or by law. No member shall be entitled to a vote by proxy. The votes of the members of the Corporation shall be taken by voice, unless otherwise determined by the members or by the chair.
ARTICLE II – Limitations on Activities
In general, the Corporation has authority to do and perform such acts and transact such business in connection its purposes that are not inconsistent with the law; provided, however, that the Corporation shall not perform any act or transact any business that will jeopardize the tax exempt status of the Corporation under Section 501 (c) (3) of the Internal Revenue Code of 1986 and its regulations as such Section and regulations now exist or may hereafter be amended, or under corresponding laws and regulations hereafter adopted.
No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision of these Articles, this Corporation shall not carry on any activities not permitted to be carried on by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986 and its regulations as such Section and regulations now exist, or may hereafter be amended or under corresponding laws and regulations hereafter adopted.
ARTICLE III – Board of Directors
Section 1. Powers
The business activities and management of property of the Corporation shall be conducted and administered by its Board of Directors, which may exercise all of the general powers granted to non-profit corporations enumerated in Section 29-301.05 of the District of Columbia Nonprofit Corporation Act (the “Act”) including subsequent amendments thereto.
Section 2. Number of Directors
The number of Directors shall be at least five (5). In addition to the regular Directors, the Members may name Advisory Directors who shall provide expertise and assistance to the Board when available. Such Advisory Members shall be entitled to voice and vote when in attendance at any Directors meeting.
Section 3. Term for Directors
All Directors shall be elected by the members of the Corporation at the regular meeting of the membership and shall serve for a two (2) year term until the next regular meeting of the membership which is held at the time of expiration of the director’s term.
Section 4. Vacancies
Directors shall have the power to fill vacancies occurring in the Board of Directors between regular meetings of the membership. Persons thus appointed shall serve until the next regular meeting of the membership, unless a director is filling a vacancy created by the resignation or termination of another director and the new director is replacing that person because of the person’s position qualifying that person to serve on the Board in which case the new director shall serve the remainder of the term of the director being replaced. Any director who serves on the Board because of that person’s position shall automatically be terminated as a director if that person resigns or is terminated from the position that qualifies the director to serve on the Board.
Section 5. Quorum
One-half of the total number of regular directors of the Board of Directors, under the chairmanship of an officer of the Board of Directors, shall constitute a quorum.
Section 6. Voting
Each Director shall have only one vote on any one question. A majority vote of a quorum of Directors present at any meeting shall be the official act of the Board of Directors.
Section 7. Notice
The Board of Directors shall meet on a regular schedule as communicated to the Directors or at the call of the Chair. Such meetings shall be held at the principal office of the Corporation or at such other place as the Chair, or the President if requested by the Chair, may determine either within the District of Columbia or elsewhere. The Corporation shall provide reasonable notice to the Directors in advance of any meeting based on the circumstances requiring such meeting but in no case shall notice be less than three (3) days in advance of any meeting unless such meeting is a regular meeting of the Board of Directors according to a schedule regularly provided to the Directors in which case notice shall be deemed to have been given.
Section 8. Waiver of Notice
Whenever any notice is required to be given to any Director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Act, 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 deemed equivalent to the giving of such notice.
Section 9. Assent to Action
A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the Director’s dissent shall be entered in the minutes of the meeting or unless the Director shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail or in person to the Secretary of the Board of Directors within three (3) days after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 10. Meeting by Telephone Conference
Board members may participate in meetings of the Board of Directors by means of a conference telephone or similar communications equipment by which all persons participating can hear each other at the same time, and participation by such means shall constitute presence in person at such a meeting.
Section 11. Action by Directors without a Meeting
Any action required or permitted to be taken at a meeting of the directors of the Corporation 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 effect as a unanimous vote of the directors and may be stated as such in any articles or documents filed with appropriate office required under the Act.
Section 12. Director Conflicts of Interest
Any Director who has an interest in a contract or other transaction presented to the Board or a committee thereof for authorization, approval, or ratification shall make a prompt and full disclosure of their interest to the Board or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts known to such a person about the contract or transaction that might reasonably be construed to be adverse to the Corporation’s interest.
No Director shall cast a vote on any matter which has a direct bearing on services to be provided by that Director, or any organization which such Director represents or in which such Director has an ownership interest or is otherwise interested or affiliated, which would directly or indirectly financially benefit such Director. All such services will be fully disclosed or known to the Board members present at the meeting at which such contract shall be authorized. Corporation salaried individuals cannot vote on their own compensation, and compensation decisions will be made by the Board of Directors or as otherwise provided for in these Bylaws.
Section 13. Loans to Directors and Officers
No loans shall be made by the Corporation to any Director or Officer of the Corporation.
Section 14. Removal of Directors
At a meeting of the Board of Directors called expressly for that purpose, any director may be removed by a vote of a majority of the Directors then in office.
Section 15. Committees of the Board
The Board of Directors shall have the right, but not the obligation, to appoint committees of the Board. Any committee formed by the Board of Directors shall not have the authority of the Board of Directors but shall at all times report to the Board of Directors for implementation of recommended actions. The designation or appointment of any committee shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or the Director by law.
ARTICLE IV - OFFICERS
Section 1. Officers
The officers of this Corporation shall consist of a President, at least one (1) Vice President, a Secretary General/Secretary and a Treasurer. These and any additional officers of the Corporation shall be elected by the Board of Directors. Any officer may concurrently hold more than one office providing that the President or Vice President may not concurrently serve as Secretary or Associate Secretary.
Section 2. Election of Officers
Officers of the Corporation shall be elected at the first meeting of the Board of Directors following the regular Meeting of the Members. The Officers terms shall be for one (1) year or until their successors are elected, whichever is later, unless for a longer period provided for herein. At the Board’s discretion, Officers may be elected for term not to exceed three (3) years.
Section 3. President
The President shall preside at all meetings of the members. The President shall be an ex officio member of the Board of Directors and shall serve as the Chair of the Board of Directors. To the extent needed, the Chairperson shall be available to the Secretary General for consultation on matters related to the Board of Directors and its activities.
Section 4. Vice President
The principal duties of the Vice President(s) shall be to assist the President in the execution of the President’s duties and to discharge the duties of the President in the event of absence or disability, for any cause, of the President. The Vice President shall do and perform such other duties as may, from time to time, be assigned by the Board of Directors or the President.In the absence of the President, the Secretary General shall preside at all meetings of the members and the Board of Directors.
Section 5. Secretary General/Secretary
The Secretary General, who shall also be referred to as Corporation’s Secretary, shall be the chief executive officer of the Corporation and shall have general charge and control of all its business affairs and properties. The Secretary General may sign and execute on behalf of the Corporation all bonds, contracts, or other obligations that have been authorized by the Board of Directors. The Secretary General shall be ex-officio a member of the Board of Directors and all standing committees. The Secretary General shall do and perform such other duties as may, from time to time, be assigned to him by the Board of Directors.
In his duties as the Secretary, the person in this position shall be: to give notice of meetings as set by the President or as otherwise regularly scheduled, to countersign all deeds, leases, and conveyances executed by the Corporation unless otherwise called for herein, to affix the seal of the Corporation to all papers required or directed to be sealed, to keep a record of the proceedings of the Board of Directors, and to safely and systematically keep all books, papers, records, and documents belonging to the Corporation, or in any way pertaining to the business of the Corporation, except the books and records incidental to the duties of the Treasurer.
Section 6. Treasurer
The Treasurer shall have custody of all the funds and securities of the Corporation, and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all monies and other valuables to be held in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. The Treasurer shall render to the President and the Board of Directors, whenever either requests, an account of all transactions implemented or completed as Treasurer and of the financial condition of the Corporation. The Treasurer shall do and perform such other duties as may, from time to time, be assigned by the Board of Directors or the President.
Section 7. Other Officers
Deputy Secretaries General, Associate Secretaries and Associate Treasurers of this Corporation are hereby established and may be appointed as deemed appropriate by the Board of Directors. All deputy and associate officers shall do and perform such other duties as may, from time to time, be assigned to them by the Board of Directors.
Section 8. Removal of an Officer
Any officer may be removed from office at any time, with or without cause, upon the vote of a majority of the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby. Removal shall be without prejudice to any contract rights of the person so removed, but election of an officer shall not of itself create contract rights.
ARTICLE V - FINANCES, Contracts, Gifts, BANK Accounts and Loans
Section 1. Handling of Financial Matters
In addition to the Treasurer, such officers or agents of the Corporation, as from time to time shall be designated by the Board of Directors, shall have the authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board of Directors and such officers or agents, as from time to time shall be authorized by the Board of Directors, may withdraw any or all funds of the Corporation so deposited in any such bank or trust company, upon checks, drafts, or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made, or signed by officers or agents so designated by the Board of Directors until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by the bank or trust company.
Section 2. Deeds and Instruments
All deeds and other instruments of this Corporation shall be executed by at least two officers. Legal instruments to be recorded shall be properly notarized and, where necessary, shall carry the corporate seal with attestation by the Secretary or an Associate Secretary. No officer shall have any power or authority to bind the Corporation by legal instrument, or otherwise, unless approved by the Board of Directors. Any officer may be authorized by the Board of Directors to sign any legal document.
Section 3. Contracts
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 4. Gifts
The Board of Directors, or as otherwise delegated to the Officers of the Corporation, on behalf of the Corporation may accept any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
ARTICLE VI - Affiliated Associations
Section 1. Affiliation
Associations and organizations in any country with similar objectives may affiliate, as local, national, or regional associations, with this corporation upon a majority vote of the board of directors and subsequent majority vote of members at a biennial or special meeting. The board of directors shall establish requirements for affiliated status.
Section 2. Disaffiliation
Affiliated associations may be disaffiliated upon majority vote of the board of directors of this corporation and subsequent majority vote of members at a biennial or special meeting.
ARTICLE VII – Publications
Section 1. Official Publications
After a resolution by a majority of the board of directors, a majority of members voting at a biennial or special meeting may approve an official magazine, journal, or publication for the corporation.
Section 2. Affiliated Publications
Official magazines, journals, or publications of affiliated associations may be known as affiliated publications of the corporation if approved by majority votes of both the board of directors and a subsequent meeting of members.
ARTICLE VIII – Amendments
The Articles of Incorporation and these Bylaws may be altered, amended, or repealed by a majority of the members of the corporation voting at a biennial or special meeting.
ARTICLE IX - CORPORATE Seal and Records; Fiscal Year
Section 1. Corporate Seal
The seal of this Corporation shall consist of an ordinary sized circular impression with the words “INTERNATIONAL RELIGIOUS LIBERTY ASSOCIATION” in an outer circle enclosing the word “Incorporated.”
Section 2. Inspection of Records by Members
Upon written request to the Secretary General, a member may inspect, copy, and make extracts of the accounting books and records as well as the minutes of the proceedings of the Board and its committees. Such inspection, copying and, extracting shall take place during normal business hours. Any such request must be for a purpose reasonably related to the interests of the person as a member. Any inspection, copying or, extracting must be made in person. This privilege shall not apply or appertain to any item designated by the Board as confidential or otherwise deemed injurious to the operation of the Corporation.
Section 3. Inspection Rights of Directors
Every Director shall have the absolute right at any reasonable time to inspect: the Corporation’s books, records, and documents of every kind; physical properties; and the records of each of its subsidiaries. The inspection may be made in person or by the director’s agent so designated in writing. The right of inspection includes the right to copy and make extracts of documents.
Section 4. Fiscal Year
The fiscal year of this Corporation shall correspond with the calendar year.
ARTICLE X - DISSOLUTION
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, transfer all assets of the corporation to a nonprofit organization tax exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), as determined by the Members to be used exclusively for the purpose of religious liberty in harmony with its status as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law). None of the same shall inure to the benefit of any private individual member or director or any corporation which is not in harmony with this Article.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected Secretary General/Secretary of the INTERNATIONAL RELIGIOUS LIBERTY ASSOCIATION, a District of Columbia nonprofit corporation; that the above Bylaws are the Bylaws of this Corporation as amended upon recommendation of the Board of Directors as affirmed by the vote of the Members present at the Annual Meeting of the Members, held on April 11, 2007; and further, that they have not been amended or modified since that date.
JOHN GRAZ, Secretary General/Secretary