|
|
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.
| |