(A District of Columbia Nonprofit Corporation)
First ratified on October 1, 1987
(as amended September 2003)
(as amended on May 4, 2005)
(as amended on June 15, 2007)
(as amended on June 3, 2008)
(as amended on June 11, 2014)
The principal office and place of business of NATIONAL CAPITAL GIFT PLANNING COUNCIL (the "Corporation") shall be located in the Metropolitan Washington, DC, area. The Board of Directors of the Corporation (the "Board") may establish or discontinue, from time to time, such offices and places of business within the Metropolitan Washington, DC, area as it may deem proper for the conduct of the business of the Corporation.
Section 1. Membership. Membership shall be open to all individuals who are engaged in or otherwise interested in the field of charitable gift planning. No Member may utilize his or her membership in the Corporation for personal gain or promotion of any personal interest (including any private mailing to the Members listed in the Membership Directory).
Section 2. Dues. Membership in the Corporation shall be contingent upon payment of annual dues, the amount of which shall be established annually by the Board of Directors.
Section 3. National Association of Charitable Gift Planners. The Corporation shall be an affiliate of the National Association of Charitable Gift Planners (CGP), and as such shall adhere to the policies and procedures of CGP. Members of the Corporation shall agree in writing, as a condition of membership, to adhere to the ethical principles outlined in the Model Standards of Practice of the Charitable Gift Planner, as adopted by CGP and as the same shall be amended from time to time. Violations of such standards will be reported by the Corporation to CGP for review and action.
Section 4. Privileges of Membership. The following privileges shall be extended to Members of the Corporation:
1. Attendance and direct participation at all regular meetings of the Corporation. Members will be notified of the time and place of each meeting of the Corporation at least one week in advance.
2. Right to vote on all matters relating to the Corporation, as provided in these Bylaws, including election of officers and Directors.
3. Affiliation with CGP including the right to attend CGP-sponsored meetings.
4. Preferential rates for attendance at conferences and seminars sponsored by the Corporation.
Section 5. Revocation of Membership. Membership may be revoked by a majority vote of the Board of Directors, but any such revocation may be overturned by majority vote of the members at the next regular meeting after the Board votes to revoke.
Section 6. Meetings of Membership. The Membership shall meet on a regular monthly basis between September to June and the Annual Meeting of the Corporation shall be held during the Month of June each year.
Board of Directors
Section 1. Number. The Board of Directors shall consist of the President, President-Elect, Vice President for Programs, Vice President for Membership, Secretary, Treasurer, and at least seven (7) individual (non-officer) members. The Chair of Planned Giving Days shall be an ex-officio, non-voting member of the Board appointed annually by the President unless he/she is concurrently serving his/her term as an Elected Board member in which case he/she shall retain full voting rights. The Immediate Past President shall also be an ex-officio, non-voting member of the Board unless he/she is concurrently serving his/her term as an Elected Board member in which case he/she shall retain full voting rights. The number of Directors may be increased or decreased within the limits set forth in the Articles of Incorporation by amendment of the Bylaws. For purposes of these Bylaws, the phrase "Entire Board" shall mean the total number of Directors entitled to vote which the Corporation would have if there were no vacancies.
Section 2. Election and Term. Individual directors shall hold office for a term of three (3) years and until their successors have been elected and qualified or until they die, resign, are removed or cease to be qualified for such office. Officer members shall serve for the term of one year and may be elected to succeed themselves for one term in their existing office (except for the Treasurer who may serve for up to three consecutive terms.) The terms of the individual members shall be staggered, with two elected to full three year terms, and two elected for two year terms, and two elected for a one year term at the first election after these Bylaws are adopted. At the next such election, all individual directors shall be elected for full three year terms.
Individual members and officer members may be elected to serve up to six consecutive years. After not serving for a period of at least one year, they are eligible to again be nominated for election.
Section 3. General Powers of Board. The Board shall manage the Corporation. Except as otherwise provided by statute, by the Articles of Incorporation or by the Bylaws, the Board, without limitation by specification, shall have the power to take all the actions and to conduct all other activities on behalf of the Corporation to the full extent permitted by the Articles of Incorporation, the Bylaws and the District of Columbia Nonprofit Corporation Act.
Section 4. Place of Meetings. Meetings of the Board may be held at such place or places in the Washington, D.C. area or at any other place, within the United States, from time to time as may be fixed by resolution of the Board.
Section 5. Annual Meeting. Unless other times or places are designated by the President with at least one week notice, the annual meeting of the Board shall be held during June of each year following the regular June membership luncheon meeting, at or near the location of the regular monthly meeting, or at such other place and time as the Board may designate by resolution. Notice of the annual meeting shall be given to the Directors as provided in Section 6 hereof. The Board shall direct the President and Treasurer to present at the annual meeting of the Board a report verified by the President and Treasurer or certified by an independent public or certified public accountant setting forth:
(a) the assets and liabilities, including any trust funds, of the Corporation as of the end of a twelve (12) month fiscal period terminating not more than six (6) months prior to said meeting;
(b) the principal changes in assets and liabilities, including any trust funds, during said fiscal period;
(c) the revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes during said fiscal period; and
(d) the expenses or disbursements of the Corporation, for both general and restricted purposes during said fiscal period.
The report shall be filed with the records of the Corporation and an abstract thereof entered in the minutes of the meeting.
Section 6. Regular Meetings, Notice and Waiver of Notice. Regular meetings of the Board shall be held at such times and places as may be fixed by resolution of the board. Notices of regular meetings shall be mailed electronically to each Director addressed to him at his usual place of business not later than ten (10) days before the day on which the meeting is to be held or shall be communicated to him personally or by telephone not later than two (2) days before the date fixed for the meeting. Notice of any meeting of the Board shall not be required to be given to any Director if s/he submits a signed written notice of waiver thereof whether before or after the meeting.
Section 7. Special Meetings, Notice and Waiver of Notice. Special meetings of the Board shall be called by the President at any time or by the Secretary at the request of any Director. Notices of special meetings shall be mailed electronically to each Director addressed to him/her at his/her usual place of business not later than five (5) days before the day on which the meeting is to be held or shall be communicated to him personally or by telephone not later than the day before the date fixed for the meeting. Such notice shall set forth the purpose or purposes for which the meeting is called. Notice of any meeting of the Board shall not be required to be given to any Director if s/he submits a signed written notice of waiver thereof whether before or after the meeting.
Section 8. Organization. The President shall preside at all meetings of the Board at which s/he is present. If the President shall be absent from any meeting of the Board, the duties otherwise provided in this Section 8 to be performed by him or her at such meeting shall be performed at such meeting by the President-Elect or the Vice President for Programs. If neither the President-Elect nor the Vice President for Programs shall be present, one of the Directors present shall be chosen to preside by the Directors present at such meeting. The Secretary of the Corporation shall act as the Secretary at all meetings of the Board and, in his or her absence, a temporary Secretary shall be appointed by the chair of the meeting.
Section 9. Quorum and Adjournment. Except as otherwise provided by the Articles of Incorporation, at every meeting of the Board a majority of the Entire Board shall constitute a quorum for the transaction of business or of any specified item of business. Except as otherwise provided by statute, by the Articles of Incorporation or by the Bylaws, the vote of a majority of the Directors present at any meeting at the time of a vote, if a quorum is present at such time, shall be the act of the Board. A majority of the Directors present at any meeting, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjourned meeting of the Board to another time or place shall be given to the Directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Directors who were present at the time of the adjournment.
Section 10. Voting. On any question on which the Board shall vote, the names of those voting and their votes shall be entered in the minutes of the meeting when any Director present at the meeting so requests.
Section 11. Resignations. Any Director may resign at any time by written notice thereof to the Corporation signed by such Director. Any resignation shall be effective immediately unless some other time for it to take effect is specified in such resignation. Acceptance of any resignation shall not be necessary to make it effective unless such resignation is tendered subject to such acceptance.
Section 12. Removal of Directors. Any Director may be removed for or without cause at any time by a majority vote of the remaining Directors.
Section 13. Filling of Vacancies. Except as otherwise provided by statute, in case of any vacancy created by death, removal, resignation or disqualification, such vacancy shall be filled by a majority vote of the remaining Directors. Successor Directors, after the expiration of the terms of the Initial Directors designated in the Articles of Incorporation, shall likewise be elected by majority vote of the Board of Directors.
Section 14. Action without Meeting and Participation by Telephone. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all the Directors or members of such committee consent in writing to the adoption of a resolution authorizing the action. The resolutions and consents thereto shall be filed in the minute book of the Corporation. Any one or more Directors or members of any committee thereof may participate in a meeting of the Board or such committee by means of telephone conference call or other communications equipment allowing all persons participating in the meeting to hear each other at the same time.
Committees of the Board; Other Committees
Section 1. Committees of the Board. The Board from time to time by resolution adopted by a majority of the Board may designate from among its members an executive and other standing or special committees, each consisting of three (3) or more Directors, provided that at least one of such Directors shall be an individual (non-Officer) Director. Each standing committee shall have all the authority of the Board to the extent provided in the resolution designating such committee, and each special committee shall have only the powers specifically delegated to it by the Board to the extent provided in the resolution designating such committee. The Board may designate one or more Directors as alternate members of any standing committee who may replace any absent member or members at any meeting of such committee. Each committee of the Board shall serve at the pleasure of the Board.
Section 2. Nominating Committee. The Nominating Committee shall consist of five (5) members appointed by the President. The Nominating Committee shall propose a slate of officers and directors to the Board by the end of March for terms to begin July 1. This slate will be brought before the board in April and shall be presented to the Membership at the June meeting for a vote of the Members present at such meeting. Nominations may also be made from the floor at such meeting, with the permission of the nominee, and a majority vote of the Members voting (in person or by written proxy filed with the President before the report of the Nominating Committee is delivered) at the Annual Meeting of the Membership. The Nominating Committee shall also nominate candidates to fill any vacancies that arise among the officers or the Board.
Section 3. Other Committees. The President may appoint such standing committees or other committees as s/he deems necessary or appropriate to conduct the affairs of the Corporation.
Section 4. Place and Time of Meeting, Notice, Waiver of Notice and Records. Meetings of committees of the Board and other committees may be held at any place, within the United States, from time to time designated by the Board or the committee. Regular meetings of any committee shall be held at such times as may be determined by resolution of the Board or the committee and no notice shall be required for any regular meeting. A special meeting of any committee may be called by resolution of the Board and shall be called by the Secretary upon the request of any member of the committee. Any committee may make rules for holding and conducting its meeting and shall keep minutes of all meetings. Any action required or permitted to be taken by any committee may be taken as provided in Section 14 of Article III of the Bylaws.
Section 1. Officers. The officers of the Corporation shall consist of the President, President-Elect, Vice President for Programs, Vice President for Membership, Secretary and Treasurer. The Board also may appoint one or more Assistant Secretaries, Assistant Treasurers and such other officers and agents as it may determine.
Section 2. Election of Officers. The officers of the Corporation shall be nominated by the Nominating Committee and elected by the Members of t+he Corporation.
Section 3. Term of Office and Vacancies. Each officer shall hold office until the annual meeting of the Corporation next following his/her election and until his/her respective successor is appointed and qualified or until (s)he dies, resigns, is removed or ceases to qualify for office. If any vacancy shall occur in any office, the Board may elect a successor to fill such a vacancy for the remainder of the term. An officer shall not serve more than two consecutive terms in the same office except for the Treasurer who may serve for up to three one year consecutive terms.
Section 4. Removal of Officers. Any officer may be removed by the Board, with or without cause, by the affirmative vote of a majority of the Entire Board at any regular meeting or special meeting called for that purpose.
Section 5. Resignations. Any officer may resign at any time by written notice thereof to the Corporation signed by such officer. Any resignation shall be effective immediately unless some other date for it to take effect is specified in such resignation. Acceptance of any resignation shall not be necessary to make it effective unless such resignation is tendered subject to such acceptance.
Section 6. Holding More Than One Office. Any person may hold two or more offices except the offices of President and Secretary.
Section 7. The President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board, shall have general and active charge, control and supervision of the business, property and affairs of the Corporation and shall formulate recommendations to the Board for its action and decision. S/He shall be a member of the Board and shall act as chairman at all meetings of the Board at which s/he is present. In the absence or disability of the President, the duties of the President shall be performed and his/her powers may be exercised by the President-Elect or the Vice President for Programs. If neither is available, one of the Directors present shall be chosen to preside by the Directors present at such meeting.
Section 8. President-Elect. The President-Elect shall work closely with the President and learn the responsibilities of this office in the year prior to being elected to the office. S/He shall be a member of the Board and may act as chairman at meetings where the President is not in attendance. S/He will assist the President by acting as liaison officers and committees as assigned by the President.
Section 9. Vice President for Programs. The Vice President for Programs shall be responsible for all programs of the Corporation, including monthly luncheon meetings and any annual programs, and shall be a member of the Board. Except as otherwise provided in the Bylaws, the Vice President for Programs shall also perform such duties and have such powers as may from time to time be assigned to him/her by the Board or the President.
Section 10. Vice President for Membership.The Vice President for Membership shall be responsible for maintaining membership records and the other records of the Corporation, and for the provision of member services. In conjunction with the Board, s/he shall establish member and lunch dues on an annual basis. S/He shall send renewal letters and membership invitations to recruit members. S/He shall oversee production of the annual membership directory and oversee the job bank program. S/He shall be a member of the Board. S/He shall generally perform all the duties usually appertaining to the office of Vice President for Membership of a corporation. In the absence of the Vice President for Membership, such person as shall be designated by the chairman of any meeting shall perform his/her duties at such meeting.
Section 11. The Secretary. The Secretary shall be a member of the Board and shall attend to the giving of notice of each meeting of the Board and committees thereof and shall act as Secretary at each meeting of the Board. S/He shall keep minutes of all proceedings at such meetings as well as of all proceedings at all meetings of such committees of the Board as any such committee shall designate him/her to so serve. All minutes of all proceedings of the Board and committees of the Board shall be confidential and shall be made available by the Secretary only to the members of the Board. The Secretary shall have charge of the corporate seal and s/he or any Assistant Secretary shall have authority to attest any and all instruments or writings to which the same may be affixed. S/He shall keep and account for all books, documents, papers and records of the Corporation except those for which some other officer or agent is properly accountable. S/He shall generally perform all the duties usually appertaining to the office of Secretary of a corporation. In the absence of the Secretary, such person as shall be designated by the chairman of any meeting shall perform his duties at such meeting.
Section 12. The Treasurer. The Treasurer shall have the care and custody of all the funds of the Corporation, shall deposit such funds in such banks or other depositories as the Board or any officer or officers so authorized by the Board from time to time shall direct or approve, shall invest the funds of the Corporation as directed by the Board, shall report to the Board upon the financial affairs of the Corporation, and shall keep accurate records thereof for inspection by the Board. The Treasurer shall be a member of the Board. S/He shall generally perform all the duties usually appertaining to the office of Treasurer of a corporation. When required by the Board, s/he shall give bonds for the faithful discharge of his duties in such sums and with such sureties as the Board shall approve. In the absence of the Treasurer, such person as shall be designated by the President shall perform his duties.
Many of these functions are now carried out by staff; and while this is the case, the position must carry forward the responsibilities for the fiduciary fulfillment and should be retained as such.
Section 13. Additional Powers and Duties. In addition to the foregoing specifically enumerated duties and powers, each officer of the Corporation shall perform such other duties and exercise such further powers as the Board may from time to time determine or as may be assigned to him by any superior officer.
The financial affairs of the Corporation shall be managed by the Board in accordance with the provisions of the District of Columbia Nonprofit Corporation Act, the Articles of Incorporation and the Bylaws.
Indemnification By Corporation of Corporation Officials
(a) The Corporation shall indemnify each past, present and future Director or officer of the Corporation, regardless of whether currently in office (and his/her heirs, executors and administrators) against expense or liability as hereinafter provided.
(b) In the event that any person for whom indemnity is herein provided is made a party or is threatened to be made a party to any action, suit or proceeding threatened or pending, and whether civil, criminal, administrative or investigative, by reason of the fact that s/he is or was a Director or officer of the Corporation, or serves or served any other corporation, or any partnership, joint venture, trust or other enterprise in any capacity at the request of the Corporation, the Corporation shall reimburse said person or assume and discharge directly all reasonable expenses (including attorney's fees), judgments, fines and amounts paid in settlement, actually and necessarily incurred in connection with such action, suit or proceeding, if s/he acted in good faith and in a manner s/he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful.
(c) The termination of any civil or criminal action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which s/he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.
(d) The indemnification herein provided for shall be made by the Corporation only as authorized in the specific case upon a determination by the Board that such indemnification is proper in the circumstances because the person to be indemnified has met the applicable standard of conduct set forth in this section. Such determination shall be made by the Board:
(1) acting by a quorum consisting of Directors who are not parties to such action or proceeding upon a finding that the Director or officer has met the standard of conduct set forth in subsections (b) and (c) above, as the case may be, or
(2) if such a quorum is not obtainable with due diligence, acting upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in subsection (b) and (c) above has been met by such Director or officer.
(e) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of a satisfactory undertaking by or on behalf of the Director or officer to repay such amount unless it shall ultimately be determined that s/he is entitled and authorized to be indemnified by the Corporation as provided in this section.
(f) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled as a matter of law.
(g) The Corporation may in the discretion of the Board purchase and maintain insurance indemnification rights of the Directors or officers of the Corporation as herein provided, and to assume and discharge the liability of the Corporation for such expenses and liabilities as may be incurred by the Corporation under the provisions of this section.
(h) Indemnification under the provisions of this section shall not be available to a Director or officer in the event recovery shall be had against him in an action, suit or proceeding by reason of his having been finally adjudged therein to have been derelict in the performance of his duties as such Director or officer.
(i) Indemnification shall be accorded by the Corporation and related expenses may be advanced to members of any committee authorized by the Bylaws or established by the Board to the same extent as is provided to Directors and officers of the Corporation. The foregoing right of indemnification shall not affect any rights to indemnification to which the persons described in this subsection (i) may be entitled by contract or otherwise under law.
Section 1. Seal. The seal of the Corporation shall be in the form shown in the impression thereof made in the margin hereto.
Section 2. Fiscal Year. The fiscal year of the Corporation shall begin on July 1 of each year and end on the following June 30.
Section 3. Signature on Obligations. All bills, notes, checks, other instruments for the payment of money or other obligations of the Corporation shall be signed or countersigned by such officers or agents of the Corporation in such manner as from time to time may be prescribed by resolution, special or general, adopted by the affirmative vote of no less than a majority of the Entire Board.
Section 4. Prohibited Transactions.
(a) The Corporation shall not perform or engage in any act or conduct in violation of the District of Columbia Nonprofit Corporation Act or any other applicable law.
(b) No Director, officer, employee or agent of the Corporation shall take any action by or on behalf of the Corporation not permitted to be taken by an organization exempt under Section 501 of the Internal Revenue Code and the regulations promulgated there under or by an organization contributions to which are deductible under Section 170 of the Internal Revenue Code and regulation promulgated there under.
Section 5. Reference to Article and Section Numbers and to Bylaws and Articles of Incorporation. Whenever in the Bylaws reference is made to an article or section number, such reference is to the number of an article or section of the Bylaws. Whenever in the Bylaws reference is made to the Bylaws such reference is to these Bylaws of the Corporation as amended from time to time. Whenever in the Bylaws reference is made to the Articles of Incorporation such reference is to the Articles of Incorporation of the Corporation as amended from time to time.
Section 6. Disbursements Outside the Territorial Limits of the United States. No amounts shall be disbursed by or on behalf of the Corporation outside the territorial limits of the United States unless such disbursement (1) is made upon the express approval of the Board of Directors and (2) fulfills the purposes of the Corporation as stated in the Articles of Incorporation. Every such disbursement shall be made in accordance with the following rules and procedures:
(a) The Board of Directors shall review all such proposals, including proposals for specific projects, with a view to determining whether they will advance the purposes of the Corporation. No disbursements shall be made unless the Board finds specifically that the proposal in question does advance the purposes of the Corporation. The Board of Directors shall require that such proposals specify the use to which the requested funds would be put.
(b) The Board of Directors shall require that the grantees furnish a periodic accounting to show that the funds were expended for the purposes which were approved by the Board of Directors.
(c) The Board of Directors shall at all times have the right to withdraw approval of any grant and use the funds instead for other charitable or scientific purposes.
(d) After the Board of Directors has approved a grant of other disbursement for a specific project or purpose, the Corporation may solicit funds specifically for such grant or disbursement.
Section 7. Administrator
The Board of Directors may select and employ an Administrator, who shall be responsible for the general administration of the Corporation’s activities.
The Administrator shall work under the immediate direction of the Board of Directors. The Administrator shall attend meetings of the Board of Directors and any meetings of Board Committees and Committees of the Corporation, as directed by the Board of Directors, but shall not be a member of any of these bodies. The presiding officer of any of these meetings may request the absence of the Administrator.
Section 8. Association Assets
(a) Rights of Proprietorship
Membership in the Association is a privilege and not a property right. No member shall have any ownership or property right in the funds, property, or other assets of the Association.
(b) Dissolution of the Association
In case of dissolution of the Association, the funds, property, and other assets, if any, remaining after paying or providing for the payments of all liabilities, obligations and expenses of the Association, shall be distributed as determined by the Board of Directors, except that no such assets shall inure to the benefit of any private individual.
The Bylaws may be altered, amended or repealed by a majority vote of the Board, subject to ratification by the Entire Membership at any annual meeting of the Corporation, except as otherwise provided by law. Notice of any proposed alteration, amendment or repeal of the Bylaws setting forth the substance or text thereof shall be included in the notice of any meeting of the Board called to consider any such alteration, amendment or repeal, and in the notice to Members of the annual meeting.