RESEARCH AND EDUCATION FOUNDATION
(As Revised by the Board of Directors at a meeting on June 3, 1999 and October 23, 2004.)
ARTICLE 1 – Name
The name of this corporation shall be: NATIONAL ACADEMY OF ARBITRATORS RESEARCH AND EDUCATION FOUNDATION.
ARTICLE II – Objects and Purposes
The objects and purposes of this corporation shall be:
(a) To take and hold by bequest, devise, gift, grant, purchase, lease, or otherwise, either absolutely or jointly with any person or persons or corporation, for any of the purposes hereinafter set forth, any property, real, personal or mixed, or any undivided interest therein without limitation as to amount or value, to convey, sell or otherwise dispose of such property, and to invest, reinvest and deal with the same in such manner as in the judgment of the directors will best promote the purpose of the corporation, subject to such limitations, if any, as are or may be prescribed by statute, but without and free from restrictions applicable to trustees or trust funds.
(b) To apply its income and all or part of its principal to assist in carrying out the charitable and educational purposes of the National Academy of Arbitrators (hereafter “Academy”), including, without limitation of the foregoing, the following:
1. To foster educational and training programs for persons engaged in the resolution of labor management and employment disputes on a professional basis including the funding of lecture programs, symposiums, conferences and training seminars.
2. To Foster the preparation and publication of books, symposium materials, articles, video cassettes, tapes, films and other materials (written, electronic or other media) designed to enhance the competency of persons engaged in arbitration and mediation of labor management and employment disputes.
3. To foster the highest standards of integrity, competence, honor and character of persons engaged in arbitration and other forms of labor and employment dispute resolution on a professional basis.
4. To foster the study and understanding of grievance procedures, the arbitration process and other forms of labor and employment dispute resolution and the impact of law thereon.
5. To foster the preparation of material designed to keep arbitrators and students of labor-management and employment relations abreast of current research into the arbitration process, and other procedures or techniques for the resolution of labor and employment disputes in this and in other countries.
Provided, however, the corporation shall not conduct or carry on any activity not permitted to be conducted or carried on by an organization exempt from tax under Section 501 (c) (3) of the Internal Revenue Code of 1986 as it now exists or as it may hereafter be amended (the “Code”) and the regulations thereunder or by an organization contributions to which are deductible under Section 170 (c) (2) of the Code and the regulations there under.
Upon the dissolution of the corporation and the winding up of its affairs, the assets of the corporation shall be distributed exclusively to charitable, religious, scientific, literary or educational organizations which would then qualify under Section 501 (c) (3) of the Code and the regulations thereunder.
ARTICLE III – Powers
The corporation shall have such powers as are now or may hereafter be granted by the General Not-For-Profit Corporation Act of the State of Michigan.
The corporation shall require its income, if any, for each taxable year to be distributed at such time and in such manner as not to subject the corporation to tax under Section 4942 or the Code; the corporation shall not engage in any act of self-dealing (as defined in Section 4941 (d) of the Code), best replica watch shall not retain any excess business holdings (as defined in Section 4943 (c) of the Code), shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Code, and shall not make any taxable expenditures (as defined in Section 4945 (d) of the Code).
ARTICLE IV – Offices
The corporation shall have and continuously maintain in this state a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the state of Michigan as the Board of Directors may from time to time determine.
ARTICLE V – Members
The persons who are members of the Board of Governors of the Academy, and all persons thereafter becoming members of the Board of Governors of the Academy, shall, without any action of the corporation, be and become members of this corporation. Any such person who ceases to be a member of the Board of Governors of the Academy shall at the same time cease to be a member of this corporation. Each member shall have one vote on each matter submitted at an annual or special meeting of the corporation.
ARTICLE VI – Meeting of Members
Section 1. Annual Meeting. The annual meeting of the members of the corporation for the election of directors and the transaction of any other business which may be brought before the meeting, shall be held during the week of the annual meeting of the members of the Academy, at the place where the annual meeting of the Academy is held and at such time as may be fixed by the President of the corporation.
Section 2. Special Meeting. A special meeting of the members of the corporation may be held at any time upon the call of the Board of Directors, or of the President of the corporation, or any three members, at such time and location as shall be stated in the call thereof.
Section 3. Notice of Meetings. Written notice of the time, place and purpose of all meetings shall be served either personally or by mail, telefax or electronic mail not less than fifteen days nor more than forty days before the meetings, and, if mailed, telefaxed or transmitted by electronic mail, such notice shall be directed to the members of the corporation at their address as shown on the books of the corporation.
Section 4. Quorum. A majority of the members of the corporation shall constitute a quorum at any meeting of the members.
ARTICLE VII – Board of Directors
Section 1. Powers. Duties and Number. The business and affairs of the corporation shall be managed by a board of fifteen directors selected as provided in by these by-laws.
Section 2. Selection and Term of Office.
(a) The first Board of Directors elected hereunder shall be divided in three groups of five; the first group to hold office for a term of one year, the second group to hold office for a term of two years, and the third group to hold office for a term of three years. Thereafter, the members of the Board of Directors shall hold office for a term of three years. All Directors shall be members of the Academy. At least thirty days prior to the annual meeting of members of the corporation, the President of the corporation shall appoint a Nominating Committee drawn from members of the corporation which shall prepare a slate of Candidates at least equal in number to those whose terms of office expire. From such a slate, together with such nominations as may be made from the floor, the members of the corporation shall, at their annual meeting, select successors to those Directors whose terms expire. Candidates receiving the greatest number of votes cast shall be declared elected.
(b) The terms of Directors selected in accordance with Article VI, Section 2 (a), shall commence at the next mid-year meeting of the Board of Directors held following their election.
(c) No Director shall serve for more than two consecutive three (3) year terms. Members may serve subsequent non-consecutive terms.
Section 3. Meetings. An annual meeting of the Board of Directors shall be held during the week in which the annual meeting of members takes place. A regular mid-year meeting of the Board of Directors shall be held during the week of the midyear educational conference of the Academy. Other regular meetings of the Board of Directors shall be held without notice at such times as may be fixed by standing resolution of said Board. Special meetings may be held at any time upon the call of the President or of any three of the Directors, who shall give at least fifteen days’ notice of any special meeting, stating the purpose thereof. Between Meetings, business may be conducted by the Board of Directors by email and/or fax as deemed desirable by the president or any three (3) members of the Board of Directors.
Section 4. Quorum. At any regular or special meting of the Board of Directors, five (5) Directors shall constitute a quorum.
Section 5. Manner of Acting. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Action may also be taken by a majority vote by the Board of Directors by email or fax submitted to the Secretary-Treasurer within fifteen (15) business days of the date upon which the vote has been called by the President or Secretary-Treasurer at the request of the President.
Section 6. Vacancies. Any vacancy occurring in the membership of the Board of Directors shall be filled by the Board of Directors at any meeting of the Board. Members of the Board of Directors elected to fill such vacancies shall be elected for the unexpired term of their predecessor.
ARTICLE VIII – Officers
Section 1. Title and Duties. The officers of the corporation shall be the President, one or more Vice Presidents, a Secretary-Treasurer and such other officers as the Board of Directors may elect as herein provided. All officers shall have such powers and duties as generally pertain to their respective offices or as may be assigned to them by the Board of Directors. The Secretary-Treasurer of the National Academy of Arbitrators shall be the Secretary-Treasurer of the Corporation. The Secretary-Treasurer shall serve ex-officio and will not be a voting member of the Board of Directors.
Section 2. Election and Term of Office. All officers shall be members of the Academy and the President and all Vice Presidents shall be members of the Board of Directors of the Corporation. At least ten days prior to the annual meeting of Directors at which officers are to be elected, the President shall appoint a Nominating Committee drawn from the Board of Directors to prepare a slate of candidates for the respective offices. From such a slate, together with such nominations as may be made from the floor, the Directors shall elect officers who shall serve for a two-year terms, beginning at the conclusion of the annual meeting of Directors at which they are elected and until their successors have been elected and qualified.
Section 3. Vacancies. Any vacancy occurring in the officers of the corporation shall be filled by the Board of Directors of the Foundation at any meeting of the Board. An officer elected to fill such vacancy shall be elected for the unexpired term of the predecessor.
ARTICLE IX – Contracts, Checks, Deposits and Funds
Section 1. Contracts. The Board of Directors may authorize any of its members or any officer or officers, agent or agents of the corporation, 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 2. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation, shall be signed by such member of the Board of Directors, officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 3. Deposits and Investments. All funds of the corporation shall be deposited from time to time to the credit of the corporation in banks, trust companies or other depositaries, or otherwise shall be invested, as the Board of Directors may determine. All deposits and investments shall comply with any laws and regulations applicable to the corporation, and with Article III of these By-Laws.
Section 4. Gifts. The Board of Directors may accept, on behalf of the corporation, any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
ARTICLE X – Committees
The Board of Directors may appoint from time to time such committees as the handling of the affairs and the attainment of the objects and purposes of the corporation may require, and may define their duties and prescribe their powers.
ARTICLE XI – Employees
The Board may appoint an executive director and any other employees it may deem necessary. The Board shall fix the compensation of all employees.
ARTICLE XII – Compensation
Officers and Directors shall not receive any salary for their services but shall be reimbursed for ordinary and reasonable expenses incurred by them in the performance of their duties.
ARTICE XIII – Property
All property, whether real, personal or mixed, received by the corporation by bequest, devise, gift, grant or otherwise, shall be held by the corporation or disposed of by it on such terms and conditions, not inconsistent with these by-laws and the Articles of Incorporation, as the directors shall determine.
ARTICLE XIV – Donor Recognition
The REF Board may from time to time, by a majority vote of a quorum of Directors at any regular or special meeting, establish levels of contributions and recognize those donors who contribute at those designated levels. Lifetime donor recognition levels, once awarded, are irrevocable.[amended October 13, 2102]
ARTICLE XV – Books and Records
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote.
ARTICLE XVI – Seal
The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Michigan.”
ARTICLE XVII – Waiver of Notice
Whenever any notice whatever is required to be given under the provisions of the General Not-For-Profit Corporation Act of Michigan or under the provisions of the Articles of Incorporation or the by-laws of the corporation, 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. A person or persons entitled to notice of a meeting waives notice by attendance at the meeting without raising an objection to the lack of proper notice at the commencement of the meeting.
ARTICLE XVIII – Fiscal Year
The fiscal year of the corporation shall be fixed by the Board of Directors and may be changed from time to time by the Board.
ARTICLE XIX – Amendments to the By-Laws
These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of a quorum of the Directors present at any regular meeting or at any special meeting, provided that at least fifteen days’ written notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting.
ARTICLE XX – Initial Organization
The provisions concerning the first organizational meeting of the members of the corporation, and the election of the first Board of Directors and first election of officers are set forth in the Appendix, hereto attached.
APPENDIX – Election First Board of Directors and Officers
Section 1. Organizational Meeting. The first meeting of the members of the corporation may be held, at any time, without notice at any annual meeting of the members of the Academy, prior to incorporation. The status of the members as such and all actions taken by the members at such meeting shall take effect when incorporation has been completed.
Section 2. Election of First Board of Directors. The President of the Academy shall serve as President pro tem at such first meeting. He shall at such meeting appoint a nominating committee to prepare a slate of candidates for the first Board of Directors. From such slate, together with such nominations as may be made from the floor, the first Board of Directors shall be elected by the members, such election to become effective when incorporation has been completed.
Section 3. First Meeting of Board of Directors and Election of Officers. The first meeting of the Board of Directors elected as provided in Section 2 hereof, will be held, without notice, as soon as practical after such election. Prior to such meeting the President of the Academy, acting as President pro tem of the corporation shall appoint a Nominating Committee to prepare a slate of candidates for the offices specified in Article VIII, Section 1. From such a slate, together with such nominations as may be made from the floor, the Directors shall elect officers who shall serve until the next annual meeting of the Board and until their successors have been elected and qualified, such election to become effective when incorporation has been completed.