ConstitutionBy Laws

    
     Letter from Varindra Vittachi announcing the establishment of
MSF New York,
October 1991

Dear brothers and sisters,

The World Subud Association has now legally established the Muhammad Subuh Foundation which many of us dreamed of and worked at for more than a quarter of a century.

The Foundation is incorporated in the State of Virginia, USA, as a not-for-profit institution created by the World Subud Association and has received the 10596 certification which provides tax exemption in the United States for the Foundation as well as those who donate funds to it.

The Muhammad Subuh Foundation exists to advance the purposes of the World Subud Association by providing financial and human resources to support the work of Subud bodies such as Susila Dharma International. WSC has selected and appointed a Board of Trustees to manage the funds of the Foundation and design its programs. The Trustees have pledged themselves to follow Bapak's injunction that the Muhammad Subuh Foundation would "look after money well", so that members who make bequests and donations may have full confidence that they will be prudently and trustworthily handled in accordance with their wishes.

The members who will serve on the first Board of Trustees are: Marzuki Andujar, Lienhart Berger, Sjarifin Gardiner, Simon Guerrand, Helena Goonetilleka, Muchtar Martins, Rozak Tatebe, Garrett Thomson, Varindra Vittachi (Chairman) and Ibu Siti Rahaju Wiryohudojo. Of these, Ibu Rahaju and Varindra Vittachi have been appointed as life-time Trustees.

At the first meeting of the Board of Trustees we decided that, following the example Bapak set for the International Subud Committee, the Muhammad Subuh Foundation will also have a moving administrative office so that no single country may feel that it is a permanent national institution. For legal purposes the registration must continue to be where the Foundation has been established.

It was also agreed that the Trustees would invite at least two International Helpers to assist them at their meetings.

While the Muhammad Subuh Foundation has been given the degree of autonomy it needs to carry out its functions, it is an integral part of the World Subud Association and it will follow the policies set by the World Subud Association at the World Congress and carried through by the World Subud Council between Congresses. To reinforce the Foundation's responsiveness to the Council the Chairman and the Deputy Chairman of the WSA are members of the Board of the Foundation. The Council in Tokyo also appointed Rozak Tatabe, now chairman of ISC, as a Trustee.

The Board will prepare its program of work and submit it to the World Subud Council annually for approval. The financial accounts will also be placed for approval on this occasion. The procedure will be much like what is practiced at the United Nations where the agencies submit their program and accounts for approval at the annual meeting of their Governing Councils.

The Trustees have undertaken to abide by the important principles of transparency, accountability and informativeness which are essential to an institution which seeks to attain and sustain a relationship of trust and credibility with its constituency of members.

So much for the organizational structure of the Muhammad Subuh Foundation.What will it do? It will serve as a safe repository and prudent manager of testamentary bequests, properties and special donations provided by Subud enterprises and individual members for the advancement of Subud.

It will seek additional funds from grant-giving institutions outside the Subud membership who share an interest in one or more of the purposes of the Foundation.

It will incorporate the functions and purposes of its predecessor, the Subud Brotherhood International Foundation, and administer its assets.It will design and develop, in consultation with the World Subud Council and its affiliated institutions (the "Wings"), programs for the benefit of Subud members and for the communities whose lives they touch. It will assist National Committees to develop Subud Centres in their countries as has now been done by the Yayasan Muhammad Subuh in Indonesia. These Centres may be linked together to form an International chain of Subud Centres.

It will concentrate on programs, which facilitate members' efforts to obtain and secure suitable premises for the latihan and associated activities.

It will assist in finding adequate means for helpers to carry out their duties.It will seek to help hasten the completion of the archival work: the collection, transcription, translation, publication and dissemination of Bapak's words on tape film and paper.

It will promote the social work of the World Subud Association by reinforcing the activities of Susila Dharma, the Subud Cultural Association and the Subud Youth organisation.

Bapak reminded us constantly that the growth and spread of Subud would be accomplished by the "proof" of the value of the latihan as demonstrated in our outer lives. He frequently stressed the importance of the social work of Subud which involved education, information, health and caring for the human community. These are the principal concerns of the Muhammad Subuh Foundation. There is much to be done to formulate and fund such programs and our work will inevitably be very modest in the immediate future. But if we are able from the beginning to be honest and open and prudent we should be able to earn the trust and active support of our brothers and sisters. That is what we hope.

With best wishes,
Varindra

Letter from Harun Murray, then ISC Chairman responsible for registering MSF in the USA in February 1996


" During the period 1985-1989 it became clear to the SBIF Trustees that an organization needed to be registered to hold certain assets for the international Subud brotherhood. (e.g. Bapak's house, distributions from the sale of BSB) SBIF in Geneva, Switzerland was not suitable because under Swiss Canton law the world-wide investment earnings of the organization were taxable, and there was a requirement that there be local Trustees. There may even have been a requirement that at least one annual Trustee meeting be held in Switzerland, but I am not certain about this.

This situation quite naturally led to a certain amount of duplicity where there was generally perception of the "formal" organization with its restrictive Swiss rules, and the "real" organization that was simply how we actually did things. But, the tax problem was the critical problem. The SBIF Trustees knew that a change of domicile was needed.

In advance of the Sydney Congress, Istfan Gorgenyi (then ISC Treasurer) prepared a report which became part of the Sydney Congress Proceedings. In this report he described the present problems with the Swiss organization and analyzed other countries which might provide a more conducive domicile. The USA was at the top of the list. Others were chiefly "tax havens" in the Pacific Islands, the Caribbean, or the Guernsey Islands. At the 1989 WSC meeting theWSC voted to proceed with the registering of WSA in the USA for the following reasons (from my memory) which were contained in Istfan's report:

1. The USA does not require "local" directors.
2. The USA does not require that annual meetings be held in the USA
3. The USA has no currency controls nor has it had a history of such controls.
4. Tax-exempt status could be obtained in the USA. This had two advantages: property was not subject to tax,
    income was not subject to tax, and donations from donors subject to US tax law were are allowed a tax deduction
    for donations made.
5. Professional service costs for incorporation, obtaining tax-exempt status, financial statement audits, etc are
    low in the USA.
6. The USA has over 70 tax treaties with other countries. Some of these tax treaties provide reciprocity for
    tax-exempt funds transferred between non-profit organizations.
7. USA tax law permits US domiciled tax-exempt organizations to transfer grants abroad to other organizations
    without impairing the tax deductibility of the donor's original donation. (So long as the Foundation has
    discretion as to the use of the funds and is not merely a conduit to organizations abroad)

The Foundation was conceived as a supporting organization to WSA. Varindra wished it to be domiciled in the same country as the WSA for the same reasons WSA was registered in the USA. This proved to be very practical because the Foundation achieved tax-exempt status because of its status as a supporting organization to WSA as evidenced in its bylaws.

I might also add that relatively unknown organizations receive a high degree of official acceptance in USA bureaucratic circles because of the great number and variety of tax-exempt non-profits in the USA. (more then the rest of the world combined according to "Non-Profit Organizations...", 5th edition)

Thus the selection of the USA domicile of WSA was based on a process which involved one World Congress, two WSCs, two ISCs, and a long period of deliberation. The domicile of the Foundation was chosen as a consequence of the above deliberations."

CONSTITUTION - ARTICLES OF INCORPORATION

The undersigned, desiring to form a non-stock corporation under the Virginia Non-stock Corporation Act, does hereby certify:

FIRST: The name of the corporation (hereinafter referred to as the "Foundation") is The Muhammad Subuh Foundation.

SECOND: The period of duration is perpetual.

THIRD: The Foundation is organized exclusively for charitable, educational, religious or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. The purposes for which the Foundation is organized are to operate exclusively for the benefit of and to carry out the purposes of the World Subud Association ("WSA"), an organization exempt from federal income tax under 501(c)(3) of the Internal Revenue Code of 1986, as amended, and more specifically:

1. To receive donations from any source, in cash or in other property, whether or not their use or purposes is restricted with regard to the timing, manner, amount, or other terms of distribution, provided that such uses and purposes are consistent with these Articles of Incorporation.

2. To apply its assets within the requirements of these Articles of Incorporation and at such time and manner and in such amounts as the Trustees may determine, or as may be required by a donor of restricted donations, to the use and purposes set forth in these Articles and in support of the WSA.

3. To hold in custody and manage for the WSA certain valuable assets in accordance with these Articles of Incorporation and the Bylaws of the Foundation.

4. To provide services and funds, pursuant to approval of the WSA, for activities of other entities which, directly or indirectly, support or benefit the aforesaid purposes so long as such entities, if domestic organizations, qualify as tax exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and, if such entities are organized under the laws of a foreign country, so long as such entities are organized and operated for charitable, educational, religious or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended and provided that such distributions are in all events made in accordance with federal and state laws, these Articles of Incorporation and the Bylaws of the Foundation.

5. To engage in solicitation and fund raising for the aforesaid purposes to the extent and in such capacity as shall be permitted by law.

FOURTH: The Foundation shall not have members.

FIFTH: The Foundation shall be managed by a Board of Directors (hereinafter referred to as "Trustees") consisting of eight (8) members. The manner of election of the Trustees shall be as follows:

1. The Chairperson of the WSA shall serve ex officio as a Trustee for a term concurrent with his or her term as WSA Chairperson, provided, however, that in the event the Chairperson of WSA is otherwise a Trustee, then the Deputy Chairperson of the WSA shall serve in this position.

2. The following two initial Trustees shall serve a perpetual term, unless and until they are removed in accordance with the Bylaws: Siti Rahayu Wirjohudjojo and Varindra Vittachi (the "Lifetime Trustees"). Upon thetermination of the term of a Lifetime Trustee, the vacancy shall be filled in accordance with the procedures for filling vacancies provided in the Bylaws, but for a term not to exceed four (4) years; thereafter, such positions shall be filled in accordance with Paragraph 3 of this Article Fifth.

3. Except as provided in Paragraphs 1 and 2 above, the Board of Trustees of the Foundation shall be selected by the Board of Directors of the World Subud Association through guidance received in the latihan kejiwaan and shall serve 4-year staggered terms as provided in the Bylaws. The seven initial Trustees, elected to initial terms as indicated, are:

1. Marzuki Juan Andujar - 1 year
2. Muchtar Martins - 2 years.
3. Sharifin Gardiner - 3 years.
4. Simon Guerrand - 4 years.
5. Rozak Tatebe - 1 year.
6. Lienhard Berger - 2 years.
7. Helena Goonetilleke - 3 years.

SIXTH: The Foundation shall neither have nor exercise any power, nor shall it directly or indirectly engage in any activity that would (1) prevent it from obtaining exemption from federal income taxation as a corporation described in 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (2) cause it to lose such exempt status.

SEVENTH: The Foundation shall not be operated for the primary purpose of carrying on a trade or business for profit.

EIGHTH: No substantial part of the activities of the Foundation shall consist of carrying on propaganda, or otherwise attempting to influence legislation nor shall it in any manner or to any extent participate in or intervene in, (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office; nor shall the Foundation engage in any activities that are unlawful under the applicable federal, state or local laws.

NINTH: The Foundation may conduct operations in foreign countries, subject, however, to the laws of Virginia or any restrictions or limitations under federal law.

TENTH: Upon the dissolution of the Foundation, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the Foundation, distribute all assets of the Foundation for the purposes of the Foundation, exclusively to WSA, its successors or assigns, provided such entity is organized, operated and qualifies at the time as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and, in lieu thereof, to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under 501(c)(3) of the Internal Revenue Code of 1986, as amended, as the Board of Trustees may determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the Foundation is then located, exclusively for such purposes or to such organization or organizations as such Court shall determine, which are organized and operated exclusively for such purposes.

ELEVENTH: References to provisions of the Internal Revenue Code of 1986 shall be deemed to include corresponding provisions of any statutes which succeed such provisions.

TWELFTH: The address of the Foundation's initial registered office is Hazel & Thomas, P.C., 3110 Fairview Park Drive, Suite 1400, Falls Church, in the County of Fairfax, Virginia 22042 and the name of its initial registered agent whose business office is at such address is Julia T. Wolfe, Esquire, a resident of Virginia and a member of the Virginia State Bar.

THIRTEENTH: No part of the net earnings of the Foundation shall inure to the benefit of or be distributed to any private person except the Foundation shall be authorized to pay reasonable compensation for services rendered and to make payment and distributions in further of the purposes set forth in Article 3 hereof.

FOURTEENTH: The Foundation shall indemnify, to the fullest extent permitted and required by the Virginia Non-stock Corporation Act, as such Act exists now or may hereafter be amended, its Trustees and Officers who are made a party to any proceeding by reason of their office for acts or omissions performed in their official capacity.

FIFTEENTH: There shall be no liability for the acts or omissions of any Officer or Trustee of the Foundation in any proceeding brought by or in the right of the Foundation, unless otherwise provided by the laws of the Commonwealth of Virginia, arising out of any single transaction, occurrence, or course of conduct pursuant to Section 13.1-870.1 of the Code of Virginia, as may be amended from time to time.

SIXTEENTH: The names and addresses of the persons who are to serve as the initial Trustees are:

1. Siti Rahayu Wirjohudjojo WISMA Subud, P.O. Box 2331/JKT Jakarta 10001, Indonesia.
2. Varindra Vittachi 10 Waterside Plaza, #22J New York, NY 10010, U.S.A.
3. Marzuki Juan Andujar Apartado Aereco 2393 Cali, Columbia.
4. Muchtar Martins, Ru Reinaldo Ferreria 48-6E 1700 Lisbon, Portugal.
5. Sharifin Gardiner 16 Lansdowne Crescent London, W11 2NJ, U.K.
6. Simon Guerrand 29 Garden Street, 5th Floor Cambridge, MA 02138, U.S.A.
7. Rozak Tatebe Takateu, P.O. Box 40 Kawasakishi, Japan 213
8. Lienhard Berger Ernst v. Bergman Weg 6 3180 Wolfsburg 1 Germany F.R.
9. Helena Goonetilleke 211 Greenland Avenue, Anderson Road, Dehiwela, Colombo, Sri Lanka.
10. Garrett Thomson 177 Verulam Road (Ex-Offico as Deputy Chairman, WSA,St. Albans, Herts AL3-4DW, UK

IN WITNESS WHEREOF, the undersigned incorporator has subscribed his name this _______ day of _____________, 1991.

Julia T. Wolfe, Incorporator

BY-LAWS OF THE MUHAMMAD SUBUH FOUNDATION - GENERAL PURPOSE

1. The purpose of The Muhammad Subuh Foundation (the Foundation"), a Commonwealth of Virginia non-stock corporation, is to operate exclusively for charitable, educational, religious or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. The purposes for which the Foundation is organized are to operate exclusively to carry out the aims of the World Subud Association ("WSA"), an organization exempt from federal income tax under 501(c)(3) of the Internal Revenue Code of 1986, as amended, and more specifically to:

A. The aims and purposes of the Foundation include the aims of WSA, which are incorporated by reference herein.

B. Receive donations from any source, in cash or in other property, whether or not their use or purposes is restricted with regard to the timing, manner, amount, or other terms of distribution, provided that such uses and purposes are consistent with the purposes of the Foundation, its Articles of Incorporation and these Bylaws.

C. To apply its assets within the requirements of these Bylaws and at such time and manner and in such amounts as the Trustees may determine, or as may be required by a donor of restricted donations, to the use and purposes set forth in these Bylaws and in support of the WSA.

D. To hold in custody and manage for the WSA certain valuable assets in accordance with the Bylaws of the Foundation.

E. To provide services and funds, pursuant to approval of the WSA, for activities of other entities which, directly or indirectly, support or benefit the aforesaid purposes so long as such entities, if domestic organizations, qualify as tax exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and, if such entities are organized under the laws of a foreign country, so long as such entities are organized and operated for charitable, educational, religious or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended and provided that such distributions are in all events made in accordance with federal and state laws, the Articles of Incorporation and these Bylaws.

F. To engage in solicitation and fund raising for the aforesaid purposes to the extent and in such capacity as shall be permitted by law.

 
OFFICES

2. The principal office of the Foundation shall be located at: 10 Waterside Plaza, Apartment 22J, New York, NY 10010. The Foundation may also have offices at such other places as the Board of Trustees [hereinafter sometimes referred to as the "Board" or the "Trustees"] shall appoint if the business of the Foundation so requires.

 
SEAL

3. The seal of the Foundation shall bear the name of the Foundation, the year of its creation, and the words "Corporate Seal."

 
MEMBERS

4. The Foundation shall have no members.

TRUSTEES

General Powers of Trustees:
5. The Board of Trustees shall be charged with the control and management of the affairs, business, and properties of the Foundation. The Board of Trustees shall in all cases act as a Board and may adopt such rules and regulations for the conduct of its meetings as it may deem proper so long as such action is not inconsistent with the laws of the Commonwealth of Virginia, these Bylaws, or the Articles of Incorporation.

Specific Powers of Trustees:
6. Without prejudice to the general powers conferred by the last preceding clause and the other powers conferred by the Articles of Incorporation and these Bylaws, it is hereby expressly declared that the Board of Trustees shall have the following powers:

First: To make and change rules and regulations, not inconsistent with these Bylaws, for the management of the Foundation's business and affairs;

Second: To purchase, sell, exchange, solicit and accept donations, or otherwise acquire or dispose for the Foundation any property, rights, or privileges which the Foundation is authorized to acquire, at such price and on such terms and conditions and for such consideration as the Board shall, in its discretion, deem appropriate;

Third: To distribute, by grant, gift or otherwise, at least annually, the net income of the Foundation, after deduction for Foundation operating expenses and a reserve for inflation, to, or for the benefit of, WSA.

Fourth: Upon authorization as provided herein, to distribute such principal or other property of the Foundation to, or for the benefit of, WSA

Fifth: To appoint and, at its discretion, remove or suspend such subordinate officers, agents, or servants, permanently or temporarily, as it may deem appropriate, and to determine their duties and specify their salaries or emoluments, and to require security in such instances and in such amounts as the Board deems appropriate;

Sixth: To confer upon any appointed officer of the Foundation, by resolution, the power to choose, remove, or suspend such subordinate officers, agents, or servants; and

Seventh: To determine who shall be authorized on the Foundation's behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts, and documents.

NUMBER AND APPOINTMENT OF TRUSTEES

7. The number of Trustees shall be ten (10).

A. The Chairperson of WSA shall serve, ex-officio as a Trustee for a term coterminous with his or her term as Chairperson, provided, however, that should the Chairperson of WSA already be serving as a Trustee (i.e., as Lifetime Trustee), then the Deputy Chairperson shall so serve, ex-officio, unless and until the individual serving as Chairperson is not otherwise a Trustee, in which event such Chairperson shall commence to serve as Trustee, ex-officio.

B. The two Trustees named in the Articles of Incorporation to serve perpetual terms (the "Lifetime Trustees") shall each serve until the earlier to occur of (i) his death or (ii) his removal in accordance with these Bylaws. Upon the termination of the term of either Lifetime Trustee, the vacancy shall be filled in accordance with the provisions of these Bylaws for filling any vacancy of an elected Trustee and for a term not to exceed four (4) years. Thereafter such positions shall be filled by the Board of Directors of WSA and in the same manner as set out in Subparagraph 7(C) below for the elections of Trustees.

C. The initial Trustees have been named in the Articles of Incorporation to serve the initial terms indicated therein. Except as provided in Paragraphs 7(A) and 7(B) above, and upon expiration of the terms of the initial Trustees, the Trustees shall be elected by the Board of Directors of WSA at its annual meeting. Each Trustee so elected shall serve a four (4) year staggered term. Each Trustee shall serve until his or her successor shall have been elected and qualified.

D. With the sole exception of the Chairperson of WSA (or the Deputy Chairperson, if applicable) who shall serve, ex officio as a Trustee, and notwithstanding Paragraph 7(C) above, no individual shall serve as Trustee of the Foundation while also serving as a director of WSA. Should an individual be elected to serve as Trustee while serving in the position of director of WSA, the term of such individual as Trustee shall not commence unless and until his or her term as officer or director has terminated. Similarly, should an individual serving as Trustee be elected as a director of WSA, such individual's term as Trustee must be terminated prior to his or her commencing to serve as an officer or director of WSA. However, the Foundation shall consult with the International Subud Committee (ISC) Chairperson at its meetings.

 
FIRST MEETING OF TRUSTEES AFTER APPOINTMENT

8. After the election of the Trustees, the newly appointed Board of Trustees shall meet for the purpose of organization and otherwise, and no notice of such meeting shall be necessary to the newly appointed Trustees in order to legally constitute the meeting, if a majority of the whole Board is actually present. The place and time of the first meeting of the Board shall be fixed by the Board.

At the first meeting after the appointment of Trustees, the Board shall elect a Chairperson, a Chief Executive Officer and, at its discretion, one or more Vice-Presidents and other officers.

The Board of Trustees shall also appoint at such meeting a Secretary and a Treasurer, who need not be members of the Board and who shall hold office at the pleasure of the Board for a term of one (1) year, or, if greater, until the next regular annual meeting of the Board of Trustees.

All such appointed officers shall be subject to removal by resolution of the Board at any time, with or without cause, provided that a majority of the whole Board shall vote in favor thereof.

REGULAR ANNUAL MEETINGS OF BOARD
9. Regular annual meetings of the Board of Trustees shall be held at the discretion of the Board of Trustees prior to the completion of the fiscal year of the Foundation. Such meeting will be held at such place that the Board of Trustees may designate. At such meetings the Trustees for the next year shall receive annual reports. Notice of the meeting shall be mailed, except as herein or by statute otherwise provided, to the last recorded address of each Trustee at least five days and not more than 40 days before the date of the meeting. All notices of meetings shall set forth the place, date, time and purpose of the meeting.
 
ANNUAL WSA/FOUNDATION MEETING
10. The Trustees shall meet at least annually with the World Subud Council (WSC) for the purpose of jointly setting the Foundation programs and approving the Foundation's annual budget. Notice requirements of the meeting shall be identical to the notice requirements for a regular meeting except that "WSC member and Foundation Trustee" shall be substituted for the word "Trustee".
 
SPECIAL MEETINGS OF BOARD
11. Except as otherwise provided in these Bylaws regarding notice for a special meeting for the purpose of making an Extraordinary Distribution, special meetings of the Board may be called by the Chief Executive Officer on twenty (20) days notice to each Trustee, such notice to be made either personally, telephonically or by wire; special meetings may be called in like manner and on like notice on the written request of any four Trustees. With the written consent of a majority of the Trustees, a shorter notice may be given.
 
QUORUM AT MEETINGS OF BOARD
12. A majority of the Trustees shall be necessary at all meetings to constitute a quorum for the transaction of any business. If a quorum is present, the affirmative vote of a majority of the Trustees present shall be deemed the act of the Board of Trustees unless the vote of a greater number of Trustees is required by law, the Articles of Incorporation, or these Bylaws.
 
INFORMAL ACTION BY TRUSTEES
13. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a written consent to such action is signed by all members of the Board and such consent is filed with the minutes of the Board.
 
CERTAIN ACTION BY TRUSTEES

14.(a) The Trustees shall apply the assets of the Foundation within the requirements of the Articles of Incorporation and these Bylaws, at such times and in such manner and in such amounts as they may determine and as may be required by donor restricted donations, to the uses and purposes set forth in the Articles and Bylaws of the Foundation and to, or for the benefit of, the aims of WSA.
(b) The annual programs and budget of the Foundation shall be approved by a 3/4 vote of the Trustees and WSA Board of Directors present at a duly called WSA/Foundation meeting.
(c) The Trustees shall, at least annually, distribute to the WSA such portion of the Foundation's annual income pursuant to the Foundation's approved annual budget.
(d) Except as provided in paragraph 14 (b), and subject to the written approval of WSA, no more than 10 percent of the general fund and restricted fund assets of the Foundation may be distributed except by a vote of 3/4 of the Trustees present at a duly constituted meeting of the Board of Trustees (or in lieu thereof, by unanimous written consent of Trustees). In the event that a meeting is called for such purpose (an "Extraordinary Distribution"), notice shall be provided to each Trustee, as listed on the books of the Foundation 30 days prior to the date of mailing of such notice, at least 90 days prior to the date of such meeting, stating the time, place and purpose of such meeting.

INVESTMENTS

15.(a) The Trustees shall invest Foundation assets at all times in a prudent manner.
    (b) The voting rights of any shares owned by the Foundation shall be vested with WSA.

 

COMPENSATION OF TRUSTEES

16. No Trustee shall receive any salary or compensation for his or her services as a Trustee except as may be approved by the Board of Directors of WSA.
 

REMOVAL OF TRUSTEES

17. The Directors of WSA may remove, with or without cause, any Trustee or Trustees from office and may elect a successor or successors to fill any resulting vacancies for the remainder of his or her term, provided, however, should a Lifetime Trustee be so removed, his replacement shall serve a term of no more than four (4) years, in accordance with Article 7 of these Bylaws.
 

OFFICERS

18. The officers of the Foundation shall be chosen by a majority vote of the Board of Trustees. The officers shall include a Chairperson, a Chief Executive Officer, a Secretary, and a Treasurer. The Board of Trustees may, in accordance with the procedures described in these Bylaws, appoint such other officers as are necessary to transact the business of the Foundation. The Board may provide that any two or more offices may be held by the same person, except the offices of Chief Executive Officer and Secretary.
 

CHAIRPERSON

19. The Chairperson shall preside over the meetings of the Board of Trustees. In the event the Chairperson is not in attendance at a Board meeting, the Trustees shall elect a temporary chairperson to preside at such meeting only.
 

CHIEF EXECUTIVE OFFICER

20. The Chief Executive Officer shall be charged with the general and active management and direction of the operations of the Foundation; shall see that all orders and resolutions of the Board are effectuated; shall execute under the seal of the Foundation all contracts requiring a seal; shall keep in safe custody the seal of the Foundation, and, when authorized by the Board, affix that seal to any instrument requiring the same, and the seal when so affixed shall be attested by the signature of the Secretary or Treasurer. The Chief Executive Officer may delegate the custody of the seal to the Secretary.

The Chief Executive Officer shall have general superintendence and direction of all the other officers of the Foundation and shall see that their duties are properly performed.

The Chief Executive Officer shall submit a report of the operations of the Foundation for the fiscal year to the Trustees at their annual meeting, and from time to time shall report to the members of the Board of Trustees all matters within the Chief Executive Officer's knowledge which the interests of the Foundation may require them to know.

The Chief Executive Officer shall be ex-officio a member of all standing committees, shall have the general power and duties of the Chief Executive Officer of a corporation, and shall perform such other duties as the Board may direct.

SECRETARY

21. The Secretary shall keep minutes of all meetings of the Trustees, acting as clerk thereof, recording all votes and the minutes of all proceedings in a book to be kept for that purpose, and perform like duties for standing committees; shall give, or cause to be given, notice of all meetings of the Board of Trustees; shall maintain at all times in the principal office of the Foundation at least one copy of the Bylaws with all amendments to date; shall make the Bylaws, the annual statement of the affairs of the Foundation, and any other document on file at the office of the Foundation available for inspection by an officer or Trustee during reasonable business hours; and shall perform such other duties as may be prescribed by the Board of Trustees or the Chief Executive Officer.
 

TREASURER

22. The Treasurer shall have custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Foundation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Foundation in such depositories as may be designated by the Board of Trustees.

The Treasurer shall disburse the funds of the Foundation as may be ordered by the Board of Trustees, taking proper voucher for such disbursements, and shall render to the Chief Executive Officer and the Board of Trustees, at its regular meetings or when the Board of Trustees so requires, an account of all transactions conducted as Treasurer and of the financial condition of the Foundation.

If required by the Board of Trustees, the Treasurer shall give the Foundation a bond for the faithful performance of the duties of that office in such sum and with such surety or sureties as shall be satisfactory to the Board of Trustees.

 

OTHER OFFICERS AND SUBSTITUTES

23. The Assistant Treasurers and Assistant Secretaries, if any, shall perform such duties as may be assigned to them by the Board of Trustees or the Chief Executive Officer. The Board of Trustees may, at any other time, designate any other person or persons, on behalf of the Foundation, to sign any contracts, deeds, notes, or other instruments in the place or stead of any of the officers, and may designate any person to fill any one of the said offices, temporarily or for any particular purpose; and any instruments so signed in accordance with a resolution of the Board shall be the valid act of this Foundation as fully as if executed by any regular officer.
 

RESIGNATIONS

24. Any Trustee or officer may resign his office at any time, such resignation to be made in writing to the Foundation and WSA and to take effect from the time the same is received by the Foundation, unless some time is specified in the resignation, and then from that date. The acceptance of a resignation shall not be necessary to make it effective.
 

VACANCIES

25. If the office of any Trustee becomes vacant for any reason (including an increase in the number of Trustees), the Board of Directors of the WSA shall elect a Trustee to fill the vacancy for the unexpired portion of the term. Any vacancy in the ex-officio Trustee position for WSA Chairperson (or WSA Deputy Chairperson as the case may be) shall be filled by the person who next becomes WSA Chairperson (or WSA Deputy Chairperson, if appropriate). If the office of Chief Executive Officer, Secretary, or Treasurer becomes vacant for any reason, the Trustees, by a majority vote, may choose a successor or successors who shall hold office for the unexpired term.

COMPENSATION OF OFFICERS

26. The salaries and other compensation of all officers and agents of the Foundation shall be as fixed by the Board of Trustees.
 

INDEMNIFICATION OF OFFICERS AND TRUSTEES

27. The Foundation shall indemnify, to the fullest extent permitted and required by the Virginia Non-stock Corporation Act, as such Act exists now or may hereafter be amended, its Trustees and Officers who are made a party to any proceeding by reason of their office for acts or omissions performed in their official capacity.
 

NOTICE

28. Whenever notice is required by statute or by these Bylaws to be given to the Trustees, or any officer of the Foundation, personal notice is not meant unless expressly stated and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box, properly stamped, addressed to each Trustee, or officer, and such notice shall be deemed to have been given at the time of such mailing, except where notice is required to be given by wire, in which case notice shall be deemed to be given at the time the same is delivered to the telegraph or telephone company.
 
WAIVER
29. Whenever any notice whatsoever is required to be given under the provisions of the statutes or under the provisions of the Articles of Incorporation or these Bylaws, 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.
 

TELEPHONIC MEETINGS

30. Subject to the provisions of applicable statutes and these Bylaws, members of the Board of Trustees may participate in and hold a meeting of the Board of Trustees by means of telephone conference by which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this paragraph 30 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
 

FISCAL YEAR

31. The fiscal year of the Foundation shall be the year beginning on January 1 and ending on December 31.
 
ACCOUNTING TO THE WSA

32. The Foundation shall render audited financial statements in accordance with standards set forth by the American Society of Certified Public Accountants to the Board of Directors of the WSA at least annually within 120 days after the end of the Foundation's fiscal year. The financial statements shall be prepared according to generally accepted accounting principles and investments shall be carried at market value. The Directors of the WSA shall approve or reject such accounts by an instrument in writing delivered to the Trustees. In the absence of the delivering of an instrument in writing of exceptions or objections to any such accounting within 180 days after receipt of such, the Directors of the WSA shall be deemed to have approved such accounts; and in such case or upon the written approval of the Directors of the WSA, the requirement of this Article 32 shall be satisfied.

Notwithstanding the requirement for audited financial statements above, the WSA Board of Directors may temporarily waive such requirement for no more than one fiscal year at a time by providing the Board of Trustees with written notice of such waiver. If such waiver is granted by WSA, then the Foundation shall render reviewed financial statements in accordance with standards set forth by the American Society of Certified Public Accountants under the same terms and conditions as set forth above.

 

AMENDMENTS

33. The Board of Trustees, by the affirmative vote of a two-thirds of the Trustees, may propose to add to, alter, amend, repeal, or suspend these Bylaws at any regular meeting of the Board or at any special meeting of the Board, provided that notice of the proposed alteration or amendment has been given to each Trustee. Such addition, alteration, amendment, repeal, or suspension shall be effective only upon approval by the Board of Directors of WSA in accordance with its internal procedures.
 
GRANTS TO OTHER ORGANIZATIONS

34. The Board of Trustees shall review all requests for funds from other organizations. The Board shall require that such requests specify the use to which the funds will be put, and if the Board approves the request, it shall authorize payment of such funds to the approved grantee. The Board of Trustees 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. The Board may, in its absolute discretion, refuse to make any grants or contributions or otherwise render financial assistance to or for any or all the purposes for which the funds are requested. After the Board of Trustees has approved a grant to another organization for a specific project or purpose, the corporation may solicit funds for the grant to the specifically approved project or purpose of the other organization. However, the Board of Trustees shall, at all times, have the right to withdraw approval of the grant and use the funds for other charitable, scientific or educational purposes.