By-Laws of the American Bankruptcy Institute
Article I. Purpose
The purpose of the American Bankruptcy Institute is to support the
analysis of insolvency issues, both in the United States and
internationally; to provide a source of education regarding these
issues; and to serve as a forum for the exchange of ideas among
participants in the insolvency process.
Article II. Offices
The principal office of the American Bankruptcy Institute (the
“Institute”), a nonprofit corporation of the State of
Virginia, shall be located in the State of Virginia. The Institute may
have other offices, either within or without the State of Virginia, as
the Board of Directors (the “Board”) may determine or as the
affairs of the Institute may require from time to time. The Institute
shall have and continuously maintain in the State of Virginia a
registered office and a registered agent whose address is identical with
such registered office as required by the Virginia Nonstock Corporation
Act.
Article III. Members
Section 1. Classes of Members. The Institute
shall have such classes of members as shall be designated by the Board.
The designation of such classes and the qualifications and rights of the
members of such classes shall be as follows:
Founding Members. Members that made a contribution of $1,000
or more to the Institute within one year prior to or after the date of
adoption of the Institute’s initial By-Laws shall be deemed
Founding Members and may have such other rights and benefits as
determined by the Board from time to time. The names of the Founding
Members are: Richard Gitlin, Judge William L. Norton, Jr., Mel Peters,
Vernon Teofan, Chuck Vihon, David Vienna, L.E. Creel and Harry
Dixon.
Members. Members are all persons who have requested
membership and made any payment required by the Board in connection
therewith. Members are entitled to such rights and benefits as the Board
may determine.
Honorary Members. Members, who because of their
qualifications and standing in the legislative branch, judicial branch
or executive branch of government; in the field of law; or in
commercial, financial, or academic endeavors, shall be made Honorary
Members for such periods and entitled to such rights and benefits as may
be determined by the Board from time to time.
Section 2. Election of Honorary Members. The
Board may elect Honorary Members of the Institute. An affirmative vote
of two-thirds of the Directors shall be required for election.
Section 3. Termination of Membership. The
Board, by affirmative vote of two-thirds of all of the Directors in
attendance at any meeting at which there is a quorum, or by written
consent of the majority of all Directors, may terminate the membership
of any member of the Institute, with or without cause. Absent a specific
waiver by the Executive Committee, non-payment of dues after a period of
fourteen months shall be deemed a voluntary resignation of
membership.
Section 4. Resignation. Voluntary
resignation as a member or from any Committee or as an Officer or
Director shall be accomplished by tender of a written notification
delivered to the Office of the Institute, any Officer of the Institute,
or to its Executive Director.
Section 5. Transfer of Membership.
Membership in the Institute may not be assigned or transferred.
Article IV. Board of Directors
Section 1. General Powers. The affairs of
the Institute shall be supervised by its Board of Directors. The
responsibility of the Board shall be to generally determine policy and
planning, elect all Officers, elect Directors of the Institute, elect
the four (4) at-large members of the Executive Committee and approve
annual budgets proposed by the Executive Committee. Directors must
be members of the Institute but need not be residents of the State of
Virginia.
Section 2. Election, Removal, Number and
Tenure. One-third of the Directors shall be elected at each Annual
Meeting. The number of Directors shall be 60. Each Director shall hold
office for a period of three years or until a successor shall have been
elected and qualified. A Director, who is not a member of the Executive
Committee, is eligible to be elected to the Board for one additional
consecutive term. There shall be no limit on non-consecutive terms.
There is no limit on the number of consecutive terms a Director may
serve while serving as a Member of the Executive Committee. Any Director
may be suspended but not removed, with or without cause, by the written
consent or affirmative vote of nine (9) members of the Executive
Committee whenever in their judgment the best interests of the Institute
would be served thereby. Any Director may be removed, with or without
cause, by affirmative vote of two thirds of the Directors in attendance
at any meeting at which there is a quorum or by written consent of a
majority of all Directors.
Section 3. Regular Meetings. The Board shall
meet in the second calendar quarter of each and every calendar year
(hereinafter referred to as the “Annual Meeting”) and in the
fourth calendar quarter of each and every calendar year (hereinafter
referred to as the “Winter Meeting”).
Section 4. Special Meetings. Special
meetings of the Board may be called by a majority of all of the members
of the Executive Committee at such time and place as fixed by such
majority. Any action that may be taken at a special meeting may be taken
through use of a conference telephone or other communications by means
of which all persons participating in the meeting can effectively
participate. Such participation shall be equivalent to attendance in
person at such special meeting.
Section 5. Place of Meeting. The Management
Committee may designate any place, within or without the State of
Virginia, as the place for any Annual, Winter or Special Meeting. If no
designation is made, or if a Special Meeting is otherwise called, the
place of meeting shall be the registered office of the Institute in the
State of Virginia.
Section 6. Notice. Notice of any special
meeting of the Board, including the time and place of such meeting,
shall be given at least ten (10) calendar days prior thereto by written
notice delivered by overnight delivery or sent via United States mail
and, to the extent available, shall also be sent by facsimile,
electronic mail or similar electronic means to each Director at the
address and/or numbers shown by the records of the Institute. Any notice
not delivered by overnight delivery shall be deemed to be delivered when
deposited in the United States mail with postage thereon prepaid. The
attendance of a Director at any meeting shall constitute a waiver of
notice of such meeting, except where a Director attends a meeting for
the express purpose of objecting to the transaction of any business on
grounds that the meeting was allegedly not lawfully called or convened.
Except as otherwise specified in these By-Laws, neither the business to
be transacted at, nor the purpose of, any regular or special meeting of
the Board need be specified in the notice or waiver of notice of such
meeting.
Section 7. Quorum. Except as otherwise
specified in these By-Laws, if one-half of the Directors are present at
any meeting, it shall constitute a quorum for the transaction of
business.
Section 8. Manner of Acting. The act of a
majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board, unless the act of a greater
number is required by law or by these By-Laws.
Section 9. Vacancies. Any vacancy occurring
in the Board and any directorship to be filled by reason of an increase
in the number of directors shall be filled by the Board.
Section 10. Compensation. Directors as such
shall not receive any stated salaries for their services, but, by
resolution of the Executive Committee, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at any meeting of the
Board. Nothing herein contained shall be construed to preclude any
Director from serving the Institute in any other capacity and receiving
compensation therefor.
Section 11. Informal Action by Directors.
Any action required by law to be taken at a meeting of Directors, or any
action which may be taken at a meeting of Directors, may be taken
without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the Directors.
Section 12. Executive Committee. Executive
Committee. The Executive Committee shall have seventeen (17) members,
consisting of the thirteen
(13) Officers and the four (4) at-large members. The President is the
presiding officer of the Executive Committee. The
Executive Committee shall be responsible for the development and
implementation of policy, suspension or removal or replacement of any
officer or member of the Executive Committee (with or without cause),
employment or termination of the Executive Director, proposal of an
annual budget for presentation to the Board; and, except for
fundamental
changes to the Institute, shall exercise all of the powers of the
Board between scheduled Board meetings, any such exercise to be
treated as formal and final action by the Board without the necessity
for later ratification or consent. For the purposes of this
section, fundamental changes to the Institute shall mean merger or
amalgamation by the Institute with another organization, the
dissolution
or winding up of the Institute, or other similar
changes. Subject to ratification by the Board, and after
consideration of nominations by the Nominating Committee, the
Executive
Committee shall fill any mid-term vacancy in the position of
President-elect, any Vice President position and any at-large member
of
the Executive Committee. Any mid-term appointment pursuant to this
Section 12 shall serve until the next Annual Meeting at which time the
Nominating Committee shall nominate a person to be elected to a new
term
for the position, which nomination may be the mid-term appointee. The
term of office for an at-large Executive Committee member is two (2)
years. Each at-large member shall be elected by the Board at the
Annual
Meeting and will be eligible for election to one additional
consecutive
two-year term. There shall be no limit on non-consecutive terms. A
quorum of the Executive Committee shall be nine (9) members. The
Executive Committee shall meet in conjunction with the Annual and the
Winter Meetings. Special Meetings may be called by the President,
Chair,
or any other three members of the Executive Committee. Meetings may be
attended by all or any portion of the Executive Committee by
telephone.
Section 13. Management Committee. There
shall be a Management Committee consisting of the Chair, the President,
the Immediate Past President, the President-elect and the Treasurer. The
President shall be the presiding officer of the Management Committee.
The Management Committee shall meet at least monthly. Meetings may be
conducted by telephone. Management Committee meetings may be called by
any member of the Management Committee or the Executive Director. Three
(3) members shall constitute a quorum of the Management Committee. The
Management Committee shall exercise all of the powers of the Executive
Committee between Executive Committee meetings, except that the
Management Committee shall not have the authority to engage or discharge
the Executive Director; suspend or replace Officers, or Executive
Committee members; or approve the Annual Budget. All decisions of the
Management Committee, other than day-to-day operational decisions, must
be ratified by the Executive Committee in order to be binding upon the
Institute.
Article V. Officers
Section 1. Officers. The Officers of the
Institute shall be the Chair, the President, the President-elect, the
Immediate Past President, the Secretary, the Treasurer and the Vice
Presidents of
Membership Relations, Publications, Research, Education, International
Activities,
Development and Communications and Information Technology.
The Executive Committee may
appoint for a limited period of time not to exceed the next annual
meeting of the Institute assistant officers, including one or more
assistant secretaries and one or more assistant treasurers, as it
shall
deem desirable, and such assistant officers shall not serve as members
of the Executive Committee but shall have the authority to perform the
duties prescribed, from time to time, by the Executive Committee.
Except
for the Chair, President, President-elect and Immediate Past
President,
all officers shall be eligible for election to two full consecutive
two-year terms, which shall commence at the conclusion of the Annual
Meeting during which they are elected. There shall be no limit on
non-consecutive terms.
Section 2. Removal. Any Officer may be
suspended, with or without cause, by the written consent or affirmative
vote of eleven (11) members of the Executive Committee whenever in their
judgment the best interests of the Institute would be served thereby.
Any Officer or member of the Executive Committee may be removed with or
without cause by affirmative vote of two-thirds of the Directors in
attendance at any meeting at which there is a quorum or by written
consent of a majority of all Directors.
Section 3. Chair. The Chair shall be the
presiding officer of the Board of Directors. The Chair shall, in
general, perform all duties incident to the office of Chair and such
other duties as may be prescribed by the Board from time to time. The
Chair shall serve a one-year term.
Section 4. President. The President shall
preside at all meetings of the members and at all meetings of the
Executive Committee, Nominating Committee and Management Committee. The
President shall appoint the Chairs and Vice Chairs of the Member
Committees and the members of any committees of the Board. The President
may sign, with the Secretary or any other officer of the Institute
authorized by the Executive Committee, any deeds, mortgages, bonds,
contracts or other instruments which the Executive Committee has
authorized to be executed. The President shall be responsible for the
overall supervision of the Executive Director and, in general, shall
perform all duties incident to the Office of President. The President
shall serve a one-year term.
Section 5. President-elect. In the absence
of the President at any function calling for an appearance by the
President, the President-elect shall perform the duties of the President
at that function. In the event of the President’s resignation,
death, suspension, removal or refusal to act, the President-elect shall
assume the office of President, with all of its powers, duties, and
restrictions. The President-elect shall perform such other duties as
from time to time may be assigned by the President or by the Executive
Committee of the Board. The President-elect shall be elected for a
one-year term at the Annual Meeting. At the completion of such one-year
term, the President-elect shall become President without further action
or vote.
Section 6. Immediate Past President. In the
absence or resignation of the Chair, or in the event of removal,
suspension, inability, incapacity or refusal to act, the Immediate Past
President shall perform the duties of the Chair, and when so acting
shall have all the powers of and be subject to all the restrictions upon
the Chair. The Immediate Past President shall assist in the supervision
of the business and affairs of the Institute. The Immediate Past
President shall perform such other duties as may be prescribed by the
President from time to time. The Immediate Past President shall serve a
one-year term, and at the conclusion of such term shall become Chair
without further action or vote.
Section 7. Vice President for Development.
The Vice President for Development shall be responsible for the
supervision of funding for the endowment fund and similar fund-raising
projects. The Vice President for Development shall perform such other
duties as assigned by the President from time to time.
Section 8. Vice President for Membership.
The Vice President for Membership shall be responsible for the
Institute’s membership efforts and services. The Vice President
for Membership shall perform such other duties as assigned by the
President from time to time.
Section 9. Vice President for Education. The
Vice President for Education shall be responsible for the educational
activities of the Institute. The Vice President for Education shall
perform such other duties as assigned by the President from time to
time.
Section 10. Vice President for Research and
Grants. The Vice President for Research and Grants shall be
responsible for the research activities of the Institute and grants from
the Endowment Fund. The Vice President for Research and grants shall
perform such other duties as assigned by the President from time to
time.
Section 11. Vice President for Publications.
The Vice President for Publications shall be responsible for the
publications activities of
the Institute, including the Journal, the Law Review
and other similar activities and shall
perform such other duties as assigned by the President from time to
time.
Section 12. Vice President for International
Activities. The Vice President for International Activities shall be
responsible for the international activities of the Institute, including
international education programs and all other international relations
and activities, and shall perform such other duties as assigned by the
President from time to time.
Section 13. Vice President for Communications
and Information Technology. The Vice
President for Communications and Information Technology shall be
responsible for the
information technology, internet interface and media relations
activities of the Institute,
including design and content, statistics and information to be made
available on the
internet, promotion of the Institute’s mission by promoting media
relations, services to
the media and education on media relations to Institute Members. The
Vice President for
Communications and Information Technology shall perform such other
duties as assigned
by the President from time to time.
Section 14. Treasurer. The Treasurer shall
review the preparation and maintenance of the financial records of the
Institute. If required by the Executive Committee, the Treasurer shall
give a bond for the faithful discharge of duties in such sum and with
such surety or sureties as the Board of Directors shall determine. The
Treasurer or a designee: shall have charge and custody of and be
responsible for all funds and securities of the Institute; receive and
give receipts for moneys due and payable to the Institute from any
source whatsoever, and deposit all such moneys in the name of the
Institute in such banks, trust companies or other depositories as
shall
be selected in accordance with the provisions of Article VIII of these
By-Laws; and in general perform all the duties incident to the Office
of
Treasurer. The Treasurer shall perform such other duties as assigned
by
the President from time to time.
Section 15. Secretary. The Secretary or a
designee shall keep the minutes of the meetings of the members, the
Executive Committee Meetings and Board meetings; see that all notices
are duly given in accordance with the provisions of these By-Laws or as
required by law; be custodian of the corporate records of the Institute
and ensure that the seal of the Institute is affixed to documents as
required by law; ensure that the Institute maintains a register of the
contact information as furnished by its members; and in general perform
all duties incident to the Office of Secretary. The Secretary shall
perform such other duties as assigned by the President from time to
time.
Section 16. Assistant Treasurers and Assistant
Secretaries. If required by the Executive Committee, the Assistant
Treasurers shall give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board shall determine. The
Assistant Treasurers and Assistant Secretaries, in general, shall
perform such duties as shall be assigned by the Treasurer, the
Secretary, the Chair or the President.
Section 17. Nominating Committee. The
President and President-elect shall be members of a seven-person
Nominating Committee, and each shall appoint two Directors, thus
constituting six of the seven persons. The seventh person may be the
Chair or such Director as the Chair may appoint in its stead. Except for
the President, President-elect and Chair, members of the Nominating
Committee shall not be Executive Committee members. All such
appointments shall be for a one-year term. The President shall serve as
Chair of the Nominating Committee. The Nominating Committee shall make
nominations for Directors, Officers and Executive Committee members,
including any nominees to fill vacancies in any position.
Article VI. Member Committees
Section 1. Committees. Member Committees and
Task Forces shall be created by the Executive Committee in order to
advance the purpose of the Institute. The Executive Committee may
limit the membership of any Member Committee or task force to aid in its
orderly functions. The powers and authority of each Member Committee
shall be limited to those powers delegated by the Executive
Committee.
Section 2. Chairs and Vice Chairs. Except to
the extent provided otherwise by these By-Laws, the President shall
appoint the chairs and vice chairs of Member Committees and task
forces.
Section 3. Vacancies. Vacancies in the
membership of any committee, task force or the chair and/or vice chair
of any member committee or task force may be filled in the same manner
as provided in the case of the original appointments.
Section 4. Quorum. Unless otherwise provided
by the Executive Committee, or these By-Laws, a majority of the
committee members present shall constitute a quorum, and the act of a
majority of the members present at a meeting at which a quorum is
present shall be the act of the committee.
Section 5. Rules. Each committee may adopt
rules for its own governance not inconsistent with these By-Laws or with
rules adopted by the Board.
Article VII. Contracts, Checks, Deposits and Funds
Section 1. Contracts. The Executive
Committee may authorize any officer or officers, agent or agents of the
Institute, in addition to the officers so authorized by these By-Laws,
to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Institute, and such authority may be
general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks,
drafts or orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Institute shall be signed by such
Officer or Officers, agent or agents of the Institute and in such manner
as shall from time to time be determined by resolution of the Executive
Committee. In the absence of such determination by the Executive
Committee, such instruments shall be signed by the Executive Director,
the Treasurer or an Assistant Treasurer and countersigned by any Officer
of the Institute.
Section 3. Deposits. All funds of the
Institute shall be deposited from time to time to the credit of the
Institute in such banks, trust companies or other depositories as the
Executive Director, the President, the Treasurer or Executive Committee
may select.
Section 4. Gifts. The Board or the Executive
Committee may accept on behalf of the Institute any contribution, gift,
bequest or devise for the general purposes or for any special purpose of
the Institute.
Section 5. Endowment Fund. Funds contributed
to the Institute and designated for the Endowment Fund shall be
unrestricted assets of the Institute, available for expenditure for any
purpose authorized by the corporate charter, these By-Laws, and
applicable law. Notwithstanding the unrestricted nature of the funds
contributed to the Institute and designated for the Endowment Fund, such
funds shall be kept in one or more accounts that are segregated from
other funds of the Institute. The Executive Committee is authorized to
direct the investment of the Endowment Fund and shall designate by
continuing or by annual resolution the income that may be expended by
the designated committee for purposes defined in a Mission Statement
approved by the Board of Directors. Expenditure of the principal (but
not interest thereon) of Funds contributed to the Institute and
designated for the Endowment Fund shall require a 2/3 vote of the Board
of Directors.
Article VIII. Books and Records
The Institute shall keep correct and complete books and records of
account and shall also keep minutes of the proceedings of its members,
Board and committees having any of the authority of the Board, and shall
keep at the registered or principal office a record giving the names and
addresses of the members. All appropriate books and records of the
Institute shall be subject to outside audit by an independent auditor
appointed by the Executive Committee.
Article IX. Fiscal Year
The fiscal year of the Institute shall begin on the first day of
January and end on the last day of December in each year.
Article X. Dues
Section 1. Annual Dues. The Board may
determine from time to time the amount of dues payable to the Institute
by members.
Section 2. Payment of Dues. Dues shall be
payable on an annual basis and be renewable at the end of a twelve (12)
month period of time.
Section 3. Default and Termination of
Membership. When any member of any class shall be in default in the
payment of dues for a period of fourteen (14) months from the beginning
of the period for which such dues become payable, membership may be
terminated in the manner provided for in these By-Laws.
Article XI. Seal
The Board shall provide a corporate seal, which shall be in the form
of a circle and shall have inscribed thereon the name of the corporation
and the words “Corporate Seal American Bankruptcy
Institute.”
Article XII. Waiver of Notice
Whenever any notice is required to be given under the provisions of
the Virginia Nonstock Corporation Act or under the provisions of the
articles of incorporation or the By-Laws of the American Bankruptcy
Institute, 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.
Article XIII. Executive Director
The Executive Committee shall hire an Executive Director who shall be
responsible for the daily operations of the Institute, including without
limitation the engagement and termination of administrative
personnel.
Article XIV. Amendments to By-Laws
These By-Laws may be altered, amended or repealed and new By-Laws may
be adopted only by a two-thirds majority of the directors present at any
regular meeting or at any special meeting of the Board, if at least ten
(10) days’ notice is given of intention to alter, amend or repeal
or to adopt new By-Laws at such meeting, which notice shall set forth
the substance of the proposed action.
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