BY-LAWS OF THE NETWORK FOR SUSTAINABLE FINANCIAL MARKETS
The Board of Directors of the Network for Sustainable Financial Markets, a non-stock, non-profit corporation organized and existing under the laws of the State of Illinois (the "Company" or "NSFM"), hereby adopts the following By-Laws (the "By-Laws"):
ARTICLE I — Offices
Section 1. Principal Business Offices. The NSFM may have such principal and other business offices, either within or without the State of Illinois, as the Board of Directors (the "Board") may from time to time designate.
Section 2. Registered Office. The NSFM shall maintain a registered agent in the State of Illinois, whose address may be, but need not be, identical with the principal office of the NSFM. The identity and address of the registered agent of the NSFM may be changed from time to time by resolution of the Board and the filing of such statements as are required by Illinois law governing nonprofit corporations.
ARTICLE II — Purpose
Section 1. Purpose. The purpose of the NSFM shall exclusively be to engage in one or more of the purposes specified in Section 501(c)(3) of the Internal Revenue Code, including the making of distributions to other organizations that qualify as exempt under Section 501(c)(3). The NSFM shall specifically seek to foster non-partisan, international collaboration between financial market professionals, academics and other on research, education and dissemination of information relating to long-term investing or development of financial market practices that promote the generation of sustainable value.
ARTICLE III — Membership
Section 1. Membership. In order to operate most efficiently, affairs and governance of the Company shall be conducted, and all corporate powers shall be exercised by or under the direction of, the Board of Directors. Participation in NSFM conferences, activities or networks, or reference to someone as an NSFM participant or member, shall not confer any legal rights of membership in the Company.
ARTICLE IV — Officers
Section 1. Officers. The officers shall consist of a President, Vice President, Secretary and Treasurer, who will be elected by the Board of Directors, from time to time, for terms of up to three years, without limit on serving successive terms. Each officer may continue in office until he or she resigns, is removed or is otherwise disqualified to serve, or a successor is elected and qualified, whichever occurs first. Any competent person of legal age shall be qualified to serve as an officer of the Company. If designated by the Board, an officer may hold up to two NSFM offices at the same time. The Board may also elect such additional officers for terms of up to three years, without limit on serving successive terms, as it determines appropriate. An officer may be removed at any time without cause, by action of the Board.
Section 2. Duties of Officers. The officers shall have those duties which usually pertain to their respective offices under Illinois nonprofit corporation law, unless otherwise specified in the Bylaws or by the Board. Subject to control of the Board:
(a) The President shall preside over Board meetings and may, in the name of the Company, execute such deeds, contracts, checks or other documents, subject to Bylaw countersignature requirements, as may be authorized from time to time by the Board.
(b) In the absence, inability or refusal of the President to act, the Vice-President shall perform duties of the President and shall have all powers of, and be subject to all restrictions on, the President when so acting.
(c) The Secretary shall file corporate reports, be the official custodian of all NSFM books and records and shall maintain the Articles of Incorporation, Bylaws, minutes, consents, notices, Board election records and such other official documents as pertain to the Company. All NSFM documents shall be open to inspection and for copying by any member of the Board, upon reasonable notice, at any time.
(d) The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Company and shall deposit all such funds in banks, credit unions, trust companies or other depositories as are selected by the Board. The Treasurer may sign, subject to Bylaw countersignature requirements, such checks and payments as may be authorized from time to time by the Board, shall keep adequate and correct accounts and shall render to the Board or President, upon request, such reports, certifications and financial information as is requested. The Treasurer shall cooperate with audits of accounts ordered by the Board.
ARTICLE V — Board of Directors
Section 1. Number. The Board shall have at least three and not more than twelve directors, which shall collectively constitute the NSMF Board of Directors. Size of the Board shall be set by action of the Board.
Section 2. Authority. The Board shall be fully responsible for all interests, activities, transactions and other business of the NSFM, with full power and authority to manage and conduct such business at and between meetings. The Board shall conduct such advisory referenda of NSFM participants as it deems appropriate, at least annually.
Section 3. Qualifications. Any competent person of legal age shall be qualified to serve as a director.
Section 4. Indemnification. The directors and officers of NSFM shall not be personally liable for debts, liabilities or other obligations of the Company. Company directors and officers, including former directors and officers, shall be indemnified and held harmless by the Company to the fullest extent allowed under the law of Illinois. NSFM shall advance any and all reasonable expenses incurred by such persons, arising out of or in connection with any legal proceeding to which such person is a party because such person is or was a director or officer. The Board may authorize the purchase of such insurance as is deemed appropriate to cover potential liabilities.
Section 5. Quorum. A majority of the Board shall constitute a quorum and, unless otherwise required by the Bylaws, the majority of the quorum will decide its action. If a quorum does not exist, a majority of the Board members present may adjourn to a later date, but shall not take any Board actions until a quorum has been secured.
Section 6. Term of Office. Each director shall be elected to a three-year term and may be re-elected to successive terms. A director may serve until he or she resigns, is removed or is otherwise disqualified, or until his or her successor is elected and qualified, whichever occurs first. Any vacancy occurring on the Board shall be filled by the Board. New directors shall be elected by the Board, and the Board shall solicit interest of participants in serving as a director prior to each director election. The Board may remove a director at any time by a two-thirds vote of the members of the Board, with or without cause.
Section 7. Action Without A Meeting. Unless otherwise required under the Bylaws, any Board action may be taken without a meeting if a written consent setting forth the action is approved by two-thirds of the members of the Board.
Section 8. Committees. The Board may establish and delegate authority and responsibility to Committees, with members of Committees appointed by the President, subject to being overridden by the Board. The Board may also function as an Executive Committee of the Whole in overseeing ordinary NSFM business and network communications. Committees shall operate in accordance with procedures applicable to the Board and shall be subject to Board oversight authority in all matters. Advisory committees or project task forces may be established by the Board, with Board and/or participant members appointed by the President.
Section 9. Compensation. Directors shall serve without compensation, though reasonable expenses incurred in the exercise of NSFM duties may be advanced or reimbursed.
ARTICLE VI — Board Meetings
Section 1. Annual Meeting. An annual NSFM Board meeting shall be held on or before June 30 of each year at the NSFM Principle Offices, such other place as designated by the Board, or by teleconference. The Board shall provide directors at least forty-eight hours advance notice of the Annual Meeting, unless approved by written consent of all Board members.
Section 2. Voting. Each director will be entitled to one vote, which may be cast in person or by written proxy.
Section 3. Special Meetings. Special meetings of the Board may be called by the President or any two members of the Board, or may be held at any time or place without notice if approved by unanimous written consent of the Board. Meetings may be held in person or by conference call. Two hours’ advance notice of special meetings shall be provided to all directors.
Section 4. Notice and Consent. Unless otherwise required by law or the Bylaws, notice, consents, waivers and approvals may be oral or written, and may be given personally, by mail, overnight courier, facsimile or email. Notice shall be deemed given upon receipt at the most recent address provided by each director. Any director may waive notice of a meeting in writing, executed by physical or electronic signature before, during or after the meeting.
ARTICLE VII — Execution of Documents
Except as otherwise specifically required under the Bylaws or by Board action, or as otherwise required by law, authorized payments, checks, drafts, notes and other fund transfers shall be signed by either the President or Treasurer, without countersignature. Authorized deeds, contracts, grants and other agreements shall be executed by the President or Secretary, without countersignature. [As amended 15 March 2012]
ARTICLE VIII — Amendments
These By-Laws may be amended by a majority vote of all Board members.
ARTICLE IX — Tax Exemption
Section 1. Limitations on Activities. No substantial part of the activities of NSFM may consist of carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code). NSFM shall not participate in, or intervene in any political campaign on behalf of, or in opposition to, a candidate for public office. Anything else notwithstanding, NSFM shall not carry on any activities that are not allowed for a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code, or by a corporation to which contributions are deductible under Section 179(c)(2) of the Internal Revenue Code.
Section 2. Prohibition Against Private Inurement. No part of the net earnings of NSFM shall inure to the benefit of, or be distributed to, its directors, officers or other private persons, except that the Company shall be authorized to pay reasonable compensation for services rendered and make payments or distributions in furtherance of the purposes of NSFM.
Section 3. Distribution of Assets. Upon dissolution of NSFM, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Company shall be distributed for one or more exempt purposes under s. 501(c)(3) of the Internal Revenue Code, or shall be distributed to a government entity for a public purpose.
Section 4. Private Foundation Requirements. In an taxable year in which this Company is a private foundation, as described in Section 509(a) of the Internal Revenue Code, NSFM shall distribute its income for that period at such time and manner so as not to subject itself to tax under Section 4942 of the Internal Revenue Code; NSFM shall not engage in any act of self-dealing under Section 4941(d) of the Internal Revenue Code; NSFM shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; NSFM shall not make any investments that would subject the Company to tax under Section 4944 of the Internal Revenue Code; nor shall NSFM make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code or otherwise take actions not allowed for private foundations under the Internal Revenue Code.
ARTICLE X — Construction
In the event of any conflict between the terms of these Bylaws and the Articles of Incorporation, the Articles shall govern. Should any provisions of these Bylaws be found to be unenforceable or invalid, the remaining provisions shall remain in effect to the extent feasible. All references in these Bylaws to sections of the Internal Revenue Code or other law, shall be to successor or amended provisions and corresponding provisions of the law, as applicable from time to time. Illinois law shall govern NSFM internal affairs. These Bylaws may be executed in counterparts.
ARTICLE XI — Dissolution
If the NSFM proves unable to carry out the purpose for which it was created, the NSFM shall be dissolved in accordance with law. In the event of the dissolution of the NSFM, all of its assets, after payment of its debts and liabilities, shall be disposed of in accordance with Illinois law, the Company Articles of Incorporation and these Bylaws.
The undersigned, constituting all of the initial NSFM directors, consent to and hereby adopt the foregoing Bylaws as the Bylaws of this Company.
Original - 4 October 2010
Article VII Amended - 15 March 2012
Directors approved 4/Oct/2012:
Raj Thamotheram /s/
Ed Waitzer /s/
Frank Jan de Graaf /s/
Cynthia Williams /s/
Keith L. Johnson /s/
Sean Kidney /s/
Ebba Schmidt /s/
Directors approved 15/Mar/2012:
Raj Thamotheram /s/
Ed Waitzer /s/
Frank Jan de Graaf /s/
Cynthia Williams /s/
Keith L. Johnson /s/
Sean Kidney /s/
Ebba Schmidt /s/
Nicholas Silver /s/
Stephen Viederman /s/