ARTICLE 1
Name
The name of this corporation is Ethics Research Center, Incorporated. The Corporation may also conduct programs under the trade name “Ethics & Compliance Initiative” or such other trade names as are adopted by the Board of Directors.
ARTICLE II
Vision and Mission
The vision of the Ethics Research Center is a world where individuals and organizations act with integrity.
The mission of the Ethics Research Center is to strengthen ethical leadership worldwide by providing leading-edge expertise and service through research, education and partnerships.
ARTICLE III
Office
The principal office of the Corporation shall be located at Suite 830, 2650 Park Tower Drive, Vienna, VA 22180, or at such other place as shall be lawfully designated by the Board of Directors.
ARTICLE IV
Board of Directors
Section 1. The general management of the affairs, funds and property of the Corporation shall vest in the Board of Directors (hereafter sometimes called the “Board”).
Section 2. The members of the Board of Directors shall consist of not less than eighteen (18) and not more than twenty-seven (27) members. Officers of the Corporation may serve as ex officio members of the Board as determined by the Board of Directors.
Section 3. The Board of Directors shall include the Chair and Vice-Chair of the Board of Directors of the Ethics and Compliance Association (the “ECA”), the Corporation’s affiliate. The Board of Directors shall elect the remaining members of the Board. Whether appointed or elected, members of the Board of Directors (“directors”) shall serve a maximum of two (2) three-year (3) terms to begin on the first day of the month following their appointment or election. In the case of a mid-term resignation, however, directors may continue to serve until their successors are elected. Directors shall be subject to the requirements set forth in the Ethics Research Center Revised Governing Policies, as approved by the Corporation’s Board of Directors. Notwithstanding any other provision of these Bylaws, the ERC Board may, in its discretion, invite the immediate past Chairs of the ECA board to serve on the ERC Board after their terms expire, provided that those Chairs agree to meet all requirements applicable to ERC Board members. In the event that the ERC Board invites such immediate past Chairs to serve as ERC Board members, such an appointment or election shall be treated, for term limit purposes, as though it has occurred after the one (1) year absence described in Section 4. The additional term on the ERC board will be limited to one term of three years.
Section 4. Directors whose terms have ended may be re-nominated and elected to the Board following a one (1) year absence. The additional term on the ERC board will be limited to one term of three years.
Section 5. The number of directors may be increased or decreased by vote of a majority of all of the directors, provided, however, that no decrease in number of directors shall shorten the term of any incumbent director. Any vacancy occurring on the Board may be filled at any meeting of the Board by majority vote of all directors present at the meeting, provided there is a quorum of directors at such meeting.
Section 6. The Nominating and Governance Committee shall determine the number of available Board vacancies. Any director may place before the Nominating and Governance Committee candidates for nomination for membership on the Board. The Nominating and Governance Committee shall review qualifications and decide by majority vote on nominations to be placed before the Board. Election to the Board shall be by majority vote of all directors present at the time such candidates are voted upon, provided that there is a quorum of directors at such meeting. Board memberships being considered for renewal will not be treated as vacancies.
Section 7. At all meetings of the Board of Directors, the quorum necessary for the transaction of business shall consist of at least nine (9) members of the Board if there are eighteen (18) or fewer members of the Board, plus one (1) additional member for every three (3) members of the Board (or fraction thereof) in excess of eighteen (18). When a quorum is once present to organize the meeting, it is not broken by the subsequent withdrawal of any of those present, provided, however, that in such circumstances the Board shall be limited to considering the matters specified in the notice provided under Section 8, and that a meeting may be adjourned despite the absence of a quorum. The vote of a majority of the directors present, in person or via telephone or similar communications equipment, constituting such quorum shall be the act of the Board, except as otherwise provided by law or by these Bylaws. Tie-breaking procedures shall be determined by the Board Chair except in the event a tie vote occurs on a critical matter or one material to the organization in which case a supermajority vote would be required.
Section 8. The Board shall meet in person at least two times a year at a time and place to be determined by the Board. Written notice of such meeting shall be sent to all directors at least ten (10) days prior to such meeting, which notice shall specify the matters to be considered at such meeting. Special meetings of the Board may be called by the Board Chair, or the Board Vice-Chair acting alone or on request of not less than three (3) directors, upon five (5) days written notice to all directors, which notice shall specify the matters to be considered at such meeting.
Section 9. Required notice of any meeting of the Board can be waived by resolution of the Board. Further, in all cases, a director’s attendance at or participation in a meeting waives any required notice of the meeting, unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Whenever the Board is authorized to take any action after notice to any person or persons, or the lapse of a prescribed period of time, the action may be taken without such requirements if at any time before or after the action is completed the person or persons entitled to such notice or entitled to participate in the action to be taken submit a signed waiver of notice or of such requirement.
Section 10. Members must attend a minimum of one Board meeting per year. If a director fails to meet this minimum, his or her office will become vacant for the remainder of the term. At the discretion of the Chair, imposition of this rule may be waived due to extenuating circumstances.
Section 11. Directors shall serve as directors without salary or other compensation.
Section 12. The Board shall designate from among its members an Executive Committee, Finance Committee, Nominating and Governance Committee, Audit Committee, and other committees, each consisting of three (3) or more directors. The Chair may also invite past members of the Board to serve on committees in an advisory, ex officio nonvoting role. Each committee shall serve at the pleasure of the Board.
ARTICLE V
Officers
Section 1. The Board shall elect a Board Chair; one or more Vice-Chairs; a Chief Executive Officer; a Secretary; and a Treasurer, provided that the Treasurer shall be selected by the Chief Executive Officer as described in Article V, Section 9 unless the Board acts to elect one of its members as Treasurer. The Chair and Vice-Chair(s) shall be directors. The Secretary and Treasurer need not be directors.
Section 2. The term of the Board Chair and Vice-Chair shall be for two (2) years, and any person holding such position may be re-elected for a second two-year (2) term given the majority vote of the entire Board. Renewal of a term for an incumbent officer does not require re-nomination based upon the recommendation of the Nominating and Governance Committee. The term of the Board Member would automatically extend until the 31st of December (the end of the fiscal year) if that Member is serving as an officer. The term of office for the Chair and Vice-Chair shall extend until such time as their successors are duly elected and qualified to allow for elections to be held at a board meeting, provided that in no event shall such extension exceed 90 days. Terms for all other officers shall be at the discretion of the Board. All terms may end earlier, given the majority vote of the entire Board. Any two or more offices may be held by the same person except for the offices of Board Chair and Vice-Chair, and Chief Executive Officer and Treasurer, respectively. The Board, led by the Chair and the Vice-Chair, through the Executive Committee, shall be responsible for hiring and evaluating the Corporation’s Chief Executive Officer.
Section 3. The term of all Board Officers shall coincide with the fiscal year of the Ethics Research Center, beginning on the 1st of January and ending on the 31st of December. The election and re-election of Officers shall be included in the agenda of any applicable meeting of the Board, unless a special election is called at the direction of the Board Chair or Vice-Chair.
Section 4. Any officer may resign at any time. Any officer may be removed by the Board with or without cause. In the event of death, resignation or removal of any officer, the Board at its discretion may elect a successor to fill the balance of the term.
Section 5. The Nominating and Governance Committee shall determine vacancies and request nominations from the Board. The Nominating and Governance Committee will review and nominate one candidate for each open position to be selected by the majority vote of the entire Board at the Annual Meeting (or any other time where a special election is held). Any members of the Nominating and Governance Committee, who are candidates for membership renewal, board officer, or renewal of office shall recuse themselves from any discussion related to their election or reelection.
Section 6. The Board Chair shall preside at all meetings of the Board of Directors at which he or she may be present and shall also be the Chair of the Executive Committee and preside at its meetings at which he or she may be present. The Board Chair shall perform such other duties as determined by the Board of Directors and shall coordinate the work of the officers and committees of the Corporation.
Section 7. The Vice-Chair shall perform the duties of the Board Chair in his or her absence or disability, and shall perform all such other duties as included in the Board of Directors Policy Manual or otherwise determined by the Board of Directors or the Board Chair. Should the Board Chair become unable to complete the term of office, the Vice-Chair shall assume the responsibilities of Board Chair, with a primary responsibility to oversee the nomination and election of the next Chair in accordance with the Bylaws.
Section 8. The Chief Executive Officer shall, in the absence or disability of the Board Chair and Vice-Chair, preside at meetings of the Board or Executive Committee. The Chief Executive Officer shall perform such other duties as may be determined by the Board of Directors.
Section 9. The Secretary shall: (a) keep the minutes of the meetings of the members and of the Board of Directors and of the Executive Committee in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) ensure compliance with regulatory (e.g., filing, reporting) requirements; (d) be custodian of the corporate records; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time-to-time may be assigned to him or her by the Board Chair, Vice-Chair, Chief Executive Officer, or by the Board of Directors or Executive Committee. The Secretary may, but is not required to be, a member of the Board of Directors.
Section 10. The Treasurer shall have responsibility for ensuring full and accurate accounts of receipts, expenditures and disbursements in accordance with approved budgets as authorized by the Board of Directors or the Chairman of the Finance Committee. The Treasurer shall perform such other duties as may be assigned from time to time by the Board. The Chief Executive Officer shall assign a senior staff person to serve as Treasurer unless the Board chooses to select a member to serve in that position. Unless otherwise determined by the Board of Directors, the Chair of the Finance Committee shall provide oversight to the Treasurer.
Section 11. The Chief Executive Officer shall have responsibility for the overall day-to-day operations of the Corporation, and shall perform such other duties as from time to time may be assigned by the Board.
Section 12. In case any office shall become vacant, the Board shall have power to fill such vacancy for the unexpired portion of the term and the Board Chair or Vice-Chair shall have the power to call a special election upon five (5) days written notice to all directors, to fill such vacancy, provided that they notify all members of the Board. In the absence or disability of any officer, the Board may delegate the powers or duties to another officer or director for the time being.
ARTICLE VI
Committees
Section 1. There shall be an Executive Committee consisting of no more than ten (10) members of the Board. The ERC Executive Committee shall be comprised of the ERC Board Chair, ERC Board Vice-Chair, chairs of all the ERC committees, ECA Board Chair and ECA Vice-Chair (the later two are subject to the restrictions outlined in Article VI, Section 2).
Section 2. The ECA Board Chair and ECA Vice-Chair may vote on all matters before the Executive Committee. However, if the ECA Board Chair or ECA Vice-Chair vote on a matter before the Executive Committee, the effect of that vote would only be a recommendation by the Executive Committee to the ERC Board and not an official act of the Executive Committee. In order for the Executive Committee recommendation to be an official act, it would need to be ratified by the full ERC Board. The ECA Board Chair or ECA Vice-Chair can choose to abstain from voting on matters before the Executive Committee, which would allow the remaining Executive Committee members to take official actions on behalf of the Executive Committee.
Section 3. The Executive Committee may exercise the powers of the Board of Directors when the Board is not in session (subject to the restrictions outlined in Article VI, Section 2) and shall report all actions taken to the Board of Directors at each succeeding meeting of the Board. Four (4) members shall constitute a quorum for the transaction of business by the Executive Committee. Meetings may be called by the Chair or by any three members of the Executive Committee upon five (5) days written notice to all members of the ERC Executive Committee, which notice shall specify the matters to be considered at such meeting.
Section 4. The Board Chair shall annually appoint from among its members a Finance Committee, Audit Committee, Nominating and Governance Committee, and such other committees (and the Chair of each committee) as the Board Chair deems advisable, subject to the approval of the Board of Directors. Members of the Board will be asked to serve on at least one committee or task force.
ARTICLE VII
Funds, Contracts, and Restrictions
Section 1. All finances of the Corporation shall be managed in the manner indicated in the ERC’s Financial Reporting and Operations Policy.
Section 2. The Board may authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instruments on behalf of the Corporation.
Section 3. As stated in the Certificate of Incorporation, this Corporation is nonprofit, nonsectarian, nonpolitical, and nonpartisan in character.
Section 4. No part of the assets, income or revenues of the Corporation shall be distributable to, or inure to the benefit of, its directors or officers except that, as permitted under the New York Not-for-Profit Corporation Law, the Board may fix reasonable salaries of officers for services rendered by such officers, commensurate with the services performed, as approved from time to time by majority vote of the entire Board at a meeting at which there is a quorum of the Board present.
Section 5. The Corporation shall not participate or intervene (including the publication or distribution of statements) in political campaigns on behalf of any candidate for public office. The Corporation further shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any United States internal revenue law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any United States internal revenue law).
Section 6. In the event of dissolution of the Corporation, the assets of the Corporation shall be distributed in furtherance of one or more of the above described purposes by turning such assets over to one or more organizations which are exempt under Section 501(c)(3) and Section 170(c)(2) of the Internal Revenue Code (or corresponding provisions of any United States internal revenue law), or to the federal, or a state or local government for exclusive public purposes.
ARTICLE VIII
Fiscal Year
The fiscal year and books of the Corporation shall commence on the 1st day of January and shall end on the 31st day of December, each year.
ARTICLE IX
Seal
The Corporation may have a corporate seal of such design as the Board of Directors may adopt and which may be altered at its pleasure. The presence or absence of such seal on any instrument, or its addition thereto, shall not affect its character or validity or legal effect in any respect.
ARTICLE X
Indemnification
In addition to any exemption or limitation of liability under present and future laws and regulations of the State of New York, the Corporation may, by resolution of the Board, indemnify the directors, officers and employees of the Corporation who are made party to an action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such personal or his or her testator or intestate is or was a director, officer or employee of the Corporation, against reasonable expenses, including attorney’s fees, actually and necessarily incurred by him or her in connection with the defense of such action or in connection with an appeal therein, except in relation to matters as to which such director, officer or employee is adjudged to have breached his or her duties to the Corporation.
ARTICLE VI
Amendment of Bylaws
The Board shall have the power to adopt, amend or repeal the Bylaws. Bylaws adopted by the Board may be repealed or changed, and new Bylaws made, by a majority vote of the Board.
Be it resolved that the Ethics Research Center Board of Directors hereby approves the foregoing Bylaws, as herein amended, by unanimous vote October 2018.