Article I-Nature, Powers, and Duties of
Corporation; Definitions
Sec.
1.01. Nature of the corporation.
1.02. Powers and duties.
1.03. Definitions.
Article II-Offices and Agents
Sec.
2.01. Principal office.
2.02. Agent.
2.03. Other offices and agents.
Article III-Board of Directors
Sec.
3.01. General powers.
3.02. Number, terms of office, and qualifications.
3.03. Qualification.
3.04. The Board Chair and Vice Chair.
3.05. Outside interests of Directors.
3.06. Removal.
3.07. Resignation.
3.08. Compensation.
Article IV-Meetings of Directors
Sec.
4.01. Meetings.
4.02. Notice and waiver of notice.
4.03. Agenda.
4.04. Public Announcement
4.05. Organization of Directors' meetings.
4.06. Quorum, manner of acting, and adjournment.
4.07. Public meetings; executive sessions.
4.08. Public participation.
4.09. Emergency proceedings.
4.10. Minutes.
4.11. Action by Directors without a meeting.
Article V-Committees
Sec.
5.01. Establishment and appointment of committees.
5.02. Committee procedures.
Article VI-Officers
Sec.
6.01. Officers of the Corporation.
6.02. Appointment, term of office, and qualifications.
6.03. Removal.
6.04. Resignation.
6.05. The President.
6.06. The Vice President.
6.07. The Secretary.
6.08. The Treasurer.
6.09. Other officers.
6.10. Compensation.
6.11. Prohibition against using political test or qualification.
6.12. Outside interests of officers and employees.
Article VII-Deposits and Accounts
Sec.
7.01. Deposits and accounts.
Article VIII-Seal
Sec.
8.01. Seal.
Article IX-Fiscal Year
Sec.
9.01. Fiscal year.
Article X-Indemnification
Sec.
10.01. Indemnification.
Article XI-Amendments
Sec.
11.01. Amendments.
Authority: 42 U.S.C. §§ 2996 - 2996 l; D.C. Code, §§ 29-505,
29-513.
Article I - Nature, Powers, and Duties of
Corporation; Definitions
Section 1.01. Nature of the Corporation.
The Legal Services Corporation is the corporation established by section
1003 of the Legal Services Corporation Act, 42 U.S.C. § 2996b. The Act
establishes the Corporation as a private, non-membership, non-profit
corporation for the purpose of providing financial support for legal
assistance in non-criminal proceedings or matters to persons financially
unable to afford legal assistance. Except as otherwise specified in the Act,
the Corporation shall not be considered a department, agency, or
instrumentality of the Federal Government.
Section 1.02. Powers and duties.
The powers and duties of the Corporation are as set forth in the Act
including, to the extent consistent with the Act, the powers conferred upon a
non-profit corporation by the District of Columbia Nonprofit Corporation Act,
D.C. Code Title 29, Chapter 5, except for the power to cease corporate
activities and surrender the corporate franchise.
Section 1.03. Definitions.
As used in these By-Laws
(a) "Act" means the Legal Services Corporation
Act, 42 U.S.C. §§ 2996-2996 l, as amended
(b) "Board" means the Board of Directors of the
Corporation
(c) "Corporation" means the Legal Services
Corporation established by the Act
(d) "Director" means a voting member of the
Board appointed by the President of the United States
(e) "Member of the Board" means a Director or
the President of the Corporation
(f) "Member of the immediate family" means, with
respect to any individual, his or her spouse or minor child
(g) "Person" means an individual;
(h) "Political" means membership in or
association with a political party or organization or participation in the
campaign of a political party or candidate for elective public or party
office, or engendering support for or opposition to any such political party
or candidate;
(i) "Recipient" means any grantee or contractor
receiving financial assistance from the Corporation under section
1006(a)(1)(A) of the Act;
(j) "Telefax or express mail" refers to any
means for transmitting written messages including, but not limited to, express
mail, bonded carrier with one day service, fax machine, computer modem or any
other electronic communication capable of transmitting a written message.
Article II - Offices and Agents
Section 2.01. Principal office.
The Corporation shall maintain its principal office in the District of
Columbia.
Section 2.02. Agent.
The Corporation shall maintain in the District of Columbia a designated
agent to accept service of process for the Corporation.
Section 2.03. Other offices and agents.
The Corporation may also have offices and agents at such other places,
either within or without the District of Columbia, as the business of the
Corporation may require.
Article III - Board of Directors
Section 3.01. General powers.
The Board shall have the power to direct the business and affairs of the
Corporation and to control and safeguard its property, subject to the
provisions of the Act.
Section 3.02. Number, terms of office, and qualifications.
(a) The Board shall consist of eleven Directors. The President of the
Corporation shall serve as a non-voting ex officio member of the
Board. The Directors shall be appointed by the President of the United States,
by and with the advice and consent of the Senate. No more than six of the
Directors shall be of the same political party. A majority of the Directors
shall be members of the bar of the highest court of a state. None of the
Directors shall be a full-time employee of the United States. The membership
of the Board shall include eligible clients, and be generally representative
of the organized bar, attorneys providing legal assistance to eligible
clients, and the general public.
(b) The term of office of each Director shall be three years. Each Director
shall continue to serve until such Director's successor has qualified. The
term of each Director shall be computed from the date of termination of the
preceding term. Any Director appointed to fill a vacancy occurring prior to
the expiration of the term for which such Director's predecessor was appointed
shall be appointed for the remainder of such term. No Director shall be
reappointed to more than two consecutive terms immediately following such
Director's initial term.
(c) Except as otherwise provided by law, the term of each Director shall
expire on July 13th of the third year following commencement of the term for
which such Director was appointed.
Section 3.03. Qualification.
A Director shall be deemed qualified when he or she is appointed by the
President, the Senate having given its advice and consent. A Director
appointed by the President during a recess of the Senate to fill a validly
existing vacancy shall be considered qualified for the duration of such
appointment.
Section 3.04. The Board Chair and Vice Chair
(a) Annually or at such other time as there may be vacancies in such
offices, the Board shall elect a Chair and Vice Chair of the Board from among
its voting members. Each such officer shall serve at the pleasure of the
Board, or until his or her successor has been duly elected in his or her
stead, or until he or she shall resign or otherwise vacate his or her office
or Board membership.
(b) The Board Chair shall, if present, preside at all meetings of the
Board, shall carry out all other functions required of the Board Chair by the
Act and these By-Laws, and shall perform such other duties as may be assigned
by the Board.
(c) The Board Vice Chair shall, in the absence of the Board Chair, preside
at meetings of the Board and shall, for purposes of these By-Laws, be
considered the Chair of any meeting at which he or she so presides. In
addition, the Vice Chair shall carry out all other functions required of the
Vice Chair by these By-Laws and shall perform such other duties as may be
delegated by the Board Chair or assigned by the Board.
Section 3.05. Outside interests of directors.
(a) No member of the Board may participate in any decision, action, or
recommendation with respect to any matter which directly benefits such member
or pertains specifically to any firm or organization, other than the
Corporation, with which such member is then associated or has been associated
within a period of two years. For the purposes of this paragraph:
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(1) A member of the Board shall be deemed "associated"
with a firm or organization if such member (i) is serving or within
the two prior years has served as a director, officer, trustee,
employee, consultant, attorney, agent or partner thereof, or in any of
such other capacities as the Board may from time to time determine,
(ii) is negotiating or has any arrangement concerning prospective
employment therewith, (iii) is receiving any pension or deferred
compensation subject to the control of or modification by such firm or
organization; or (iv) has or has had, within the prior two years, any
significant personal financial or ownership interest therein; and
(2) The term "member of the Board" includes a member of the
immediate family of a member of the Board. |
(b) Pursuant to guidelines to be established by the Board from time to
time, each member of the Board, upon assuming office shall file with the
Secretary a statement identifying any firm or organization with which he or
she is then or has been within the prior two years associated (as defined in
paragraph (a) of this section) and the nature of the association. In the event
the association is a result of a financial or ownership interest, that fact
shall be reflected in the statement, but the member need not reveal the degree
of financial interest. Such Disclosure Statement shall be updated annually or
more often as set forth in the guidelines.
Section 3.06. Removal.
(a) A Director may be removed by a vote of seven Directors at a meeting of
the Board for persistent neglect of or inability to discharge his or her
duties of office, for malfeasance in office, or for offenses involving moral
turpitude, and for no other cause.
(b) The Board shall consider whether a Director shall be removed only when:
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(1) Five or more Directors, or at least 40 percent of the Directors
in office where the total number of Directors then in office is less
than eleven, have stated in writing that they believe there is
reasonable cause to consider such action, giving specific allegations
in support of such belief; or
(2) A Director shall fail to participate in three consecutive meetings
of the Board, or a majority of the meetings held in any one-year
period. |
(c) Whenever the requirements of paragraph (b) of this section are met, the
Chair shall cause the agenda for the next meeting of the Board to include the
question whether such Director shall be removed and the Secretary shall
provide the notice required by paragraph (d) of this section. Should the
scheduling of the next meeting of the Board not provide adequate time in which
to comply with the requirements of paragraph (d) of this section, the question
whether a Director shall be removed shall be placed on the agenda for the
meeting of the Board immediately following the next meeting.
(d) A Director may not be removed unless (1) written notice of the basis of
removal has been provided to such Director at least thirty days before a vote
is taken concerning his or her removal and (2) the Director has been afforded
the opportunity to contest the removal by making written submissions to the
other members of the Board and by appearing in person with, without or by
counsel at the meeting at which the vote concerning removal is taken.
Section 3.07. Resignation.
A Director may resign at any time by giving written notice of his or her
resignation to the President of the United States, with a copy being sent to
the Chair of the Board and to the President of the Corporation. A resignation
shall take effect at the time received by the President of the United States,
unless another time is specified therein. The acceptance of a resignation
shall not be necessary to make it effective.
Section 3.08. Compensation.
To the extent provided for by resolution of the Board, Directors shall be
entitled to receive compensation for their services on the Board or on any
committee thereof and for other activity relating to the affairs of the
Corporation. Such compensation shall be at a rate not in excess of the per
diem equivalent of the Level V rate of the Executive Schedule specified from
time to time in section 5332 of Title 5 U.S.C. Directors also shall be
entitled to receive reimbursement for travel, subsistence, and other expenses
necessarily incurred in connection with such services or activity. A Director
shall not serve the Corporation in any other capacity or receive compensation
for such service, except as authorized by the Board. In no event shall a
Director receive compensation in more than one capacity.
Article IV - Meetings of Directors
Section 4.01. Meetings.
(a) Meetings of the Board shall be held at least four times a year. An
annual meeting shall be held on the last Friday of January of each year at
such hour and place as shall be determined by a majority of the Directors. All
other meetings shall be held at such intervals and at such locations as shall
be determined by a majority of Directors, except that special meetings may be
called:
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(1) by the Chair;
(2) by at least 40 percent of the Directors then in office; or
(3) by the President of the Corporation and at least 30 percent of the
Directors then in office. |
(b) A majority of the Directors may agree to postpone a meeting, including
the annual meeting, or to reschedule a meeting, including the annual meeting,
to a date in advance of the scheduled date for such meeting. Any postponement
or rescheduling of the annual meeting shall be to a date not more than thirty
(30) days before or after the date on which the annual meeting was originally
scheduled.
(c) A Director may participate in a meeting of the Board by conference
telephone or similar communications equipment by means of which all persons
participating in the meeting are able to hear one another and by which
interested members of the public are able to hear and identify all persons
participating in the meeting. Any Director so participating in a meeting shall
be deemed present for all purposes, including constituting a quorum. Any
meeting of the Board may be conducted entirely by conference telephone or
similar communications equipment, consistent with the requirements of this
provision.
Section 4.02. Notice and waiver of notice.
(a) Notice of all meetings of the Board shall specify the place and time of
the meeting and, in accordance with Section 4.03, shall include the agenda of
matters to be discussed at the meeting.
(b) Notice of a meeting of the Board may be given by mail, by telefax or
express mail, or may be delivered in person. When mailed, notice of a meeting
of the Board shall be deemed given when deposited with the United States
Postal Service, first-class postage paid, addressed to the Director at his or
her address appearing on the books of the Corporation or supplied by him or
her for the purpose of such notice. Notice which is delivered to a Director
shall be delivered at such address to a person having apparent authority to
accept such delivery. Notice by telefax or express mail shall be deemed given
when sent, charges prepaid, to such address.
(c) Unless a majority of the Directors determines by recorded vote that
Corporation business requires fewer than the specified days notice, notice of
a meeting, including regular, special and rescheduled meetings, shall be
mailed to each Director at least seven (7) days before the date of the meeting
or shall be delivered or telefaxed or express mailed at least five (5) days
before the date of the meeting; notice of postponement of a meeting shall be
mailed to each Director at least five (5) days before the date on which such
meeting was originally scheduled or shall be telefaxed or express mailed or
delivered at least three (3) days before such scheduled date. In the event
fewer than the specified days notice is required, notice shall be mailed or
telefaxed or express mailed or delivered at the earliest practicable time.
(d) A waiver of notice of a meeting must be in writing and signed by the
Director entitled to such notice and submitted by that Director to the Chair
of the Board or the Secretary of the Corporation before or after the time of
such meeting. Attendance of a Director at any meeting shall constitute a
waiver by such Director of notice of such meeting, except where he or she
attends for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Section 4.03. Agenda.
For each meeting, the Board Chair or the President of the Corporation shall
cause to be prepared a working agenda of matters to be discussed at the
meeting and shall include the agenda in the notice of the meeting required to
be sent to all Directors by Section 4.02. Any matters appearing on the agenda
which the Chair of the Board or the President believes should be discussed in
an executive session in accordance with Section 4.07 shall be so noted.
Section 4.04. Public Announcement.
(a) There shall be a public announcement of every meeting of the Board. The
announcement shall include:
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(1) The time, place, and subject matter of the meeting;
(2) Whether the meeting or a portion thereof will be closed to public
observation; and
(3) The name and telephone number of a person designated to respond to
requests for information about the meeting. |
(b) Public announcement shall be given at least seven (7) calendar days
before the meeting, unless a majority of the Directors determines by a
recorded vote that Corporation business requires a meeting on fewer than seven
(7) days notice. In the event that such a determination is made, public
announcement shall be posted at the earliest practicable time.
(c) The public announcement shall be posted at the offices of the
Corporation in an area to which the public has access and filed for
publication in the Federal Register. Reasonable effort shall be made to send
the notice to the governing board and the program director of every recipient.
(d) There shall be issued at the earliest practicable time an amended
announcement of any change in the information provided by a public
announcement. Such changes shall be made in the following manner:
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(1) The time or place of a meeting may be changed without a recorded
vote.
(2) The subject matter of a meeting, or a decision to open or close a
meeting or portion thereof, may be changed by recorded vote of a
majority of the Directors that Corporation business so requires and
that no earlier announcement of the change was possible. |
(e) An amended public announcement shall be made in the manner specified in
sections (a) and (c) hereof. In the event that changes are made pursuant to
section (d)(2) hereof, the amended public announcement shall also include the
vote of each Director upon such change.
Section 4.05. Organization of Directors' meetings.
At each meeting of the Board, the Board Chair, or in the Chair's absence
the Vice Chair, shall preside. The Secretary of the Corporation shall act as
secretary at all meetings of the Board. In the absence of the Secretary from
any such meeting, the Chair of the meeting shall appoint a person to act as
secretary of the meeting.
Section 4.06. Quorum, manner of acting, and adjournment.
(a) At each meeting of the Board, the presence of a majority of the
Directors then in office, but in no event fewer than four (4) Directors, shall
constitute a quorum for the transaction of business. Except as otherwise
specifically provided by law or these By-Laws, the vote of a majority of the
Directors present shall be the act of the Board, provided a quorum was
present. If a quorum is present at any time during a meeting, the quorum shall
be deemed to continue and any action subsequently taken is a valid action,
unless during the meeting and prior to taking such action a Director suggests
the absence of a quorum and there is, in fact, no quorum present when the vote
is taken. A Director who is present at a meeting of the Board, but who is
required to or who does abstain from participation in the vote upon any
matter, whether he or she remains in the meeting or not, may be counted for
the purpose of determining whether a quorum is present.
(b) A majority of the Directors present at a duly convened meeting, whether
or not they comprise a quorum, may temporarily recess the meeting. Whenever a
meeting is temporarily recessed to a date not more than five (5) business days
following such recess, it shall not be necessary to give any notice of the
recessed meeting or of the business to be transacted thereat otherwise than by
an announcement at the meeting at which such recess is taken.
(c) Each Director shall be entitled to one vote. Voting rights of Directors
may not be exercised by proxy.
Section 4.07. Public meetings; executive sessions.
All meetings of the Board shall be open to the public in accordance with
the requirements of Section 1004(g) of the Act, 42 U.S.C. § 2996c(g), and the
Corporation regulation promulgated thereunder, 45 C.F.R. Part 1622, unless
closed to the public as authorized by law or the regulations of the
Corporation. That part of the meeting closed to the public shall be known as
an executive session. The Chair of the meeting shall announce the general
subject of the executive session prior thereto.
Section 4.08. Public participation.
The Board welcomes written and other communication from members of the
public. By written request in advance of a meeting, members of the public may
seek to be invited by the Chair of the meeting to address that meeting. Other
members of the public may address a meeting of the Board upon invitation of
the Chair of the meeting, under terms and conditions established by the Chair,
unless the Board otherwise directs.
Section 4.09. Emergency proceedings.
If, in the opinion of the Board Chair or of the Director presiding at a
meeting, the Directors are rendered incapable of conducting a meeting by the
acts or conduct of any member of the public present at the meeting, the
Directors may thereupon determine by a recorded vote of the majority of the
Directors present at the meeting that the Board Chair or the Director
presiding at the meeting shall have the authority to have such member of the
public who is responsible for such acts or conduct removed from the meeting.
Section 4.10. Minutes.
The minutes of each meeting of the Board, including an executive session,
shall record the names of the Directors present, the actions taken and the
result of each vote. If there is a division on a vote, the minutes shall
record the vote of each Director. A copy of the minutes of each meeting shall
be supplied to each Director in advance of the next meeting and shall be
presented for approval by the Board at such meeting. The minutes of each
meeting or portion thereof open to public observation shall be available for
inspection by the public.
Section 4.11. Action by directors without a meeting.
Any action which may be taken at a meeting of the Board may be taken
without a meeting, if a consent in writing to such action is signed by all of
the Directors. Any action so taken shall be included in the notice of the next
meeting of the Board, unless the action is such as might have been taken in an
executive session of a Board meeting as authorized by law or these By-laws.
Article V-Committees
Section 5.01. Establishment and appointment of committees.
(a) The Board may establish or dissolve committees as follows:
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(1) A committee which may exercise the authority of the Board shall
be established and thereafter dissolved only by resolution of a
majority of the Directors in office. Such committee must consist of
three or more Directors;
(2) A committee which will not exercise the authority of the Board may
be established and thereafter dissolved by resolution of a majority of
the Directors present at a meeting where a quorum is present. The
membership of any committee not exercising the authority of the Board
may include non-Directors as well as Directors.
(3) The resolution creating any committee shall set out the authority,
responsibility and limitations, if any, of such committee. |
(b) The Board may appoint and designate or may delegate to the Board Chair
the authority to appoint Directors or non-Directors, as appropriate, to serve
on committees, or to designate committee chairs. Any non-Director may be
appointed to serve as a voting or non-voting member of a committee, as
determined by the Board or, if the appointing authority has been delegated, by
the Board Chair. The Board Chair shall be an ex officio voting member
of each committee.
Section 5.02. Committee procedures.
(a) Except as otherwise provided in these By-Laws or in the resolution
establishing the committee, a majority of the voting members thereof, or
one-half of such members if their number is even, shall constitute a quorum.
The vote of a majority of the voting members present at the time of a vote, if
a quorum is present at such time, shall be the act of the committee. Meetings
of each committee shall be called by the chair of the committee or any two
members of the committee with notice thereof provided to each committee
member.
(b) Notice of a committee meeting shall be provided to members of the
committee in the manner required for notice of meetings of the Board in
Section 4.02. Notice may be waived in the manner described in Section 4.02(d).
Public announcement of meetings of committees created under Section 5.01(a)(1)
shall be given in the manner provided in Section 4.04. Announcement of
meetings of committees created under Section 5.01(a)(2) shall be given so as
to provide reasonable notice to the public. The agenda for the meeting shall
be prepared by the Committee Chair in consultation with the Corporation
Secretary and, in the case of a committee created under Section 5.01(a)(1),
the Board Chair.
(c) The meetings of any committee created pursuant to section 5.01(a)(1)
shall be open to the public in accordance with the requirements of Section
1004(g) of the Act, 42 U.S.C. § 2996c(g), and the Corporation regulation
promulgated thereunder, 45 C.F.R. Part 1622, unless closed to the public as
authorized by law or the regulations of the Corporation. The meetings of any
committee created pursuant to Section 5.01(a)(2) shall be open to the public
unless closed to the public as authorized by Part 1622 of the Corporation
regulations.
(d) Minutes of each committee meeting shall record the names of the
committee members present, the actions taken and the result of each vote. If
there is a division on a vote, the minutes shall record the vote of each
committee member. A copy of the minutes of each committee meeting shall be
supplied to each committee member in advance of the next meeting and shall be
presented for approval by the committee at such meeting. The minutes of each
meeting or portion thereof open to public observation shall be available for
inspection by the public.
(e) Any member of the Board shall have access to all the records of any
committee.
Article VI-Officers
Section 6.01. Officers of the Corporation.
The officers of the Corporation shall be a President, one or more Vice
Presidents, a Secretary, a Treasurer and such other officers as the Board
determines to be necessary, all of whom shall serve at the pleasure of the
Board. All officers shall be appointed by a majority of the Directors in
office. The officers shall have such authority and perform such duties,
consistent with the Act and these By-Laws, as may from time to time be
determined by the Board or, with respect to the officers other than the
President, by the President of the Corporation consistent with any such
determination of the Board.
Section 6.02. Appointment, term of office, and qualifications.
An officer shall be appointed whenever a vacancy arises. An officer shall
hold office until his or her successor has been duly appointed or until the
officer dies, resigns or is removed in the manner provided in Section 6.03.
Any two offices except the offices of the President and Secretary may be held
by the same person.
Section 6.03. Removal.
Any officer may be removed from office, with or without cause, by a
majority of the Directors in office, but any such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Removal
from office may or may not terminate the employment of the person so removed
as determined by the Board, in the case of the President, or by the President,
in the case of any other officer.
Section 6.04. Resignation.
Any officer may resign his or her office at any time by giving a written
notice of resignation to the Board Chair. An officer other than the President
shall also submit his or her resignation to the President. Such resignation
shall take effect at the time received, unless another time is specified
therein or by the Board. The acceptance of such resignation shall not be
necessary to make it effective. Resignation from an office does not
necessarily terminate the employment of the person so resigning. That
determination will be made by the Board, in the case of the President, or by
the President, in the case of any other officer.
Section 6.05. The President.
(a) The President of the Corporation shall be its Chief Executive Officer
and shall have responsibility and authority in accordance with the Act, rules
and regulations promulgated pursuant to the Act and these By-Laws, subject to
the direction of and policies established by the Board, for:
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(1) The day-to-day administration of the affairs of the Corporation;
(2) The supervision of the other officers of the Corporation in the
performance of their duties;
(3) The appointment of such employees of the Corporation as the
President determines to be necessary to carry out the purposes of the
Corporation, and the removal of such employees;
(4) Determining the compensation of employees appointed pursuant to
paragraph (a)(3) of this section, at such rates as the President
determines appropriate, but not to exceed the rate of Level V of the
Executive Schedule specified in section 5332 of Title 5, U.S.C.
(5) Making grants and entering into contracts; and
(6) The exercise of such other powers incident to the office of
President of the Corporation and the performance of such other duties
as the Board may prescribe. |
(b) The President of the Corporation shall be a member of the bar of the
highest court of a state and shall be a non-voting ex officio
member of the Board of Directors.
Section 6.06. The Vice President.
The Vice President(s), including an Executive Vice President, if any, shall
have such powers and perform such duties as the President may from time to
time prescribe, consistent with any determination of the Board. In the absence
of or upon delegation by the President, the Executive Vice President shall
perform the duties of the President. In the absence of an Executive Vice
President, the President shall delegate to any other Vice President the
authority to perform the duties of the President during the President's
absence. Any Vice President performing the duties of the President pursuant to
this paragraph shall have all the powers of, and shall be subject to all
restrictions upon, the President. Any such Vice President shall be a member of
the bar of the highest court of a state.
Section 6.07. The Secretary.
The Secretary shall:
(a) Ensure that all notices are duly given in accordance with the Act and
these By-Laws;
(b) Be the custodian of the seal of the Corporation and affix such seal to
all documents the execution of which is authorized by the Board or which are
executed by any officer or employee of the Corporation to whom the power to
execute the document has been delegated;
(c) Keep, or cause to be kept, in books provided for the purpose, minutes
of the meetings of the Board and each committee;
(d) Ensure that the books, reports, statements and all other documents and
records over which the Secretary has custody or control are properly kept and
filed;
(e) Sign such instruments as require the signature of the Secretary; and
(f) In general, perform all the duties incident to the office of the
Secretary and other duties assigned by the Board or the President.
Section 6.08. The Treasurer.
The Treasurer shall:
(a) Have charge and custody of, and be responsible for, all funds and
securities of the Corporation and (with the exception of petty cash) cause to
be deposited all such funds and securities in such banks, trust companies or
other depositories as shall be selected in accordance with the provisions of
these By-Laws;
(b) Receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever;
(c) Sign such documents as shall require the signature of the Treasurer;
(d) Render at each meeting of the Board, and at such other times as the
Board may require, a report on the financial condition of the Corporation; and
(e) In general, perform all the duties incident to the office of Treasurer
and other duties assigned by the Board or the President of the Corporation.
The Treasurer shall give a bond for the faithful discharge of his or her
duties in such sum and with such sureties as the Board shall determine.
Section 6.09. Other Officers.
The Board may appoint such other officers, including, but not limited to
Assistant Secretary or Assistant Treasurer, as the Board deems necessary to
conduct the business of the Corporation and may assign to them such duties and
responsibilities as it deems necessary or appropriate.
Section 6.10. Compensation.
The President shall be compensated at a rate determined by the Board from
time to time, but not to exceed the rate of Level V of the Executive Schedule
specified in section 5332 of Title 5, U.S.C. The compensation of each officer
other than the President shall be fixed by the President, after consultation
with the Board, at a rate not to exceed the rate of Level V of the Executive
Schedule referenced above. No officer of the Corporation may receive any
salary or other compensation for services from any sources other than the
Corporation during his or her period of employment by the Corporation, except
as authorized by the Board.
Section 6.11. Prohibition against using political test or qualification.
No political test or political qualification shall be used in selecting,
appointing, promoting or taking any other personnel action with respect to any
officer, agent or employee of the Corporation, or in selecting or monitoring
any grantee, contractor, or person or entity receiving financial assistance
under the Act.
Section 6.12. Outside interests of officers and employees.
The Board may from time to time adopt rules and regulations governing the
conduct of officers or employees with respect to matters in which they have or
may have any interest adverse to the interests of the Corporation. Such rules
and regulations may forbid officers or employees from participating in
corporate action with respect to any contract, grant, transaction or other
matter in which, to the knowledge of such officers or employees, they or any
member of their immediate families have any interest, financial or otherwise,
unless (a) such officer or employee makes full disclosure of the circumstances
to the Board or its delegate and the Board or its delegate determines that the
interest is not so substantial as to affect the integrity of the services of
such officer or employee, or (b) on the basis of standards to be established
in such rules and regulations, the interest is too remote or too
inconsequential to affect the integrity of such services. Such rules and
regulations may define an interest adverse to the interests of the Corporation
as, among other things, (a) the ownership by an officer or employee, or member
of his or her immediate family, of securities of any firm, corporation or
other entity doing a substantial volume of business with the Corporation; or
(b) the association by an officer or employee, or member of his or her
immediate family, with any firm, corporation or other entity doing a
substantial volume of business with the Corporation. Such rules and
regulations also may establish appropriate limits and reasonable prohibitions
upon the conduct or transaction of any corporate-related business or affairs
by the Corporation through its officers, employees or agents with any former
officers or employees of the Corporation or with any entities with which or
persons with whom any former officer or employee is associated.
Article VII-Deposits and Accounts
Section 7.01. 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 may select, or as may be selected
by an officer, agent or employee of the Corporation to whom such power has
been delegated by the Board. For purposes of deposit and collection for the
account of the Corporation, checks, drafts and other orders for the payment of
money payable to the order of the Corporation may be endorsed, assigned and
delivered by any officer of the Corporation designated by the Board. No
Director, officer or employee of the Corporation may borrow money in the name
of the Corporation or pledge the credit of the Corporation without express
authority from the Board which may be given in the form of budget approval.
Article VIII-Seal
Section 8.01. Seal.
The Corporation shall have a corporate seal, which shall include the words
"Established by Act of Congress July 25, 1974" and shall be in the
form adopted by the Board from time to time.
Article IX-Fiscal Year
Section 9.01. Fiscal year.
The fiscal year of the Corporation shall begin on October 1 of each year.
Article X-Indemnification
Section 10.01 Indemnification.
(a) For purposes of this section:
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(1) "Agent" means an individual who has
an agency relationship with the Corporation, is serving in a voluntary
capacity, and is acting on behalf of the Corporation and within the
scope of the agency.
(2) "Director" means a Director of the
Corporation, as defined in these By-Laws, who is acting on behalf of
the Corporation in his or her official capacity.
(3) "Employee" means an individual who
has an employment relationship with the Corporation and is acting on
behalf of the Corporation and within the scope of employment.
(4) "Expenses" means those expenses
actually and necessarily incurred by a party in connection with a
proceeding including, for example, attorneys' fees and charges, court
costs and witness fees.
(5) "Indemnitee" means a person seeking
indemnification or advancement of expenses under this section
including a director, officer, employee or agent of the Corporation.
(6) "Liability" means the obligation to
pay a judgment, settlement, penalty, fine, or reasonable expenses
incurred with respect to a proceeding.
(7) "Officer" means an individual who
holds an office of the Corporation and is acting on behalf of the
Corporation in his or her official capacity as contemplated in these
By-Laws.
(8) "Party" means an individual who was,
is or is threatened to be made a named defendant, respondent,
responsible individual, witness in, or subject of, a proceeding.
(9) "Proceeding" includes any
threatened, pending, or completed action, suit or proceeding of any
type, whether civil, criminal, administrative, legislative, or
investigative and whether formal or informal.
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(b) Subject to paragraph (d) of this section, the Corporation shall
indemnify any person involuntarily made a party to a proceeding because he or
she is or was a director, officer, employee or agent of the Corporation
against liability incurred in the proceeding if:
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(1) such person conducted himself or herself in good faith; and
(2) such person reasonably believed his or her conduct to be in the
best interests of the Corporation; and
(3) such person reasonably believed his or her conduct to be in
accord with the law, regulations, and Corporation policies in effect
at the time of such conduct; and
(4) in the case of any criminal proceeding, such person had
reasonable cause to believe his or her conduct was lawful.
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(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere, or equivalent, is not, of
itself, determinative that the person did not meet the standard of conduct
described in paragraph (b) of this section.
(d) The Corporation shall not indemnify any person under this section:
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(1) in connection with a proceeding by or in the right of the
Corporation in which the person has been adjudged liable to the
Corporation or in which the Corporation prevails, unless and only to
the extent that the forum conducting the proceeding shall determine
upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which a court or
other tribunal shall deem proper; or
(2) in connection with any other proceeding in which he or she was
adjudged liable on the basis that personal benefit was improperly
received by the indemnitee; or
(3) in connection with any proceeding in which he or she was
adjudged liable for gross negligence or willful misconduct.
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(e) Expenses of the indemnitee may be paid by the Corporation in advance of
the final disposition of a proceeding as authorized by the Board in any case
upon receipt of a written affirmation of the good faith belief of the
indemnitee that he or she has met the standard of conduct necessary for
indemnification and of an undertaking acceptable to the Corporation by or on
behalf of the indemnitee to repay such amount if it is ultimately determined
that he or she is not entitled to be indemnified by the Corporation as
authorized in this section.
(f) In order to obtain indemnification or advancement of expenses under
this section, the indemnitee shall submit to the Corporation a written
request, including such documentation and information as is reasonably
necessary to determine whether and to what extent the indemnitee is entitled
to indemnification or advancement of expenses. Any such indemnification or
advancement of expenses shall be made promptly, and in any event within 90
days after receipt by the Corporation of a complete written request, provided
that any indemnification under this section (unless ordered by the forum
conducting the proceeding) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in paragraph (b)
of this section. Such determination shall be made (1) by the vote of a
majority of Directors who were not parties to the proceeding, but in no event
shall such majority be fewer than three, or (2) if such vote is not obtainable
or, even if obtainable, a majority of disinterested Directors so directs, by
independent legal counsel in a written opinion. If a person is entitled to
only a portion of the indemnification claimed, the Corporation nevertheless
shall indemnify the portion of such liability and/or expenses to which such
person is entitled.
(g) The right to indemnification or to advances under this section shall be
enforceable by the indemnitee in any court of competent jurisdiction in the
District of Columbia, if the Corporation denies such request, in whole or in
part, or if no disposition thereof is made within the 90-day period referred
to in paragraph (f). However, prior to any judicial action to compel
indemnification or advancement of expenses under this section, the Corporation
and the indemnitee may mutually agree to submit the issue to arbitration,
pursuant to procedures which shall be established by the Board from time to
time. Once the Corporation and the indemnitee agree to submit to arbitration,
such arbitration shall be binding, irrevocable, and enforceable. The
indemnitee shall be indemnified for expenses incurred in connection with
successfully establishing his or her right to indemnification, in whole or in
part, in any proceeding to compel indemnification.
(h) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which a person seeking indemnification may be
entitled under any agreement or vote of disinterested Directors or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while serving as a director, officer, employee or agent of the
Corporation, and shall continue as to a person who has ceased to hold such
office and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Article XI-Amendments
Section 11.01. Amendments.
These By-Laws may be amended by a vote of a majority of the Directors in
office, provided that (a) such amendment is not inconsistent with the Act; (b)
the notice of the meeting at which such action is taken shall have stated the
substance of the proposed amendment; (c) the notice of such meeting shall have
been given as provided in Section 4.02(c) and publicly announced as provided
in Section 4.04.