By-laws of the National Academy Foundation

Adopted September 8, 2006

Article I. NAME

The name of the corporation is THE NATIONAL ACADEMY OF PUBLIC ADMINISTRATION FOUNDATION (hereinafter referred to as “the Corporation”).

Article II. PURPOSE

The Corporation has been organized as a nonprofit corporation under the District of Columbia Nonprofit Corporation Act (hereinafter “Nonprofit Corporation Act”) for charitable, educational and scientific purposes as more fully set forth in its Articles of Incorporation and to operate exclusively for the benefit of The National Academy of Public Administration (within the meaning of Section 509(a)(3)(A) of the Internal Revenue Code of 1986).

Article III. OFFICES AND REGISTERED AGENT

  1. The principal office of the Corporation, and such other offices as it may establish, shall be located at such place or places, either within or without the District of Columbia, as may be designated by the Board of Directors.
  2. The Corporation shall continuously maintain within the District of Columbia a registered agent and registered office in compliance with the Nonprofit Corporation Act, at such place as may be designated by the Board.

Article IV. BOARD OF DIRECTORS

  1. General Powers.
    Management and conduct of the affairs of the Corporation shall be vested in and controlled by its Board of Directors, which shall be appointed by the Board of Directors of The National Academy of Public Administration (the “Academy”). The Board of Directors shall include the President of the Academy, and at least three-fourths of the other members of the Board of Directors shall also be members of the Board of Directors of the Academy. The Board of Directors shall possess and may exercise any and all powers granted to the Corporation under the District of Columbia Nonprofit Corporation Act and its Articles of Incorporation, subject, however, to the limitations set forth in said Articles and these Bylaws.
  2. Number.
    The number of Directors on the Board of Directors shall be no greater than twenty-five nor less than eight as determined from time to time by the Board of the Academy, provided, however, that no reduction in the number of Directors shall have the effect of shortening the term of any Director in office at the time such amendment becomes effective.
  3. Tenure.
    Directors shall serve one-year renewable terms, and shall hold office until his or her successor shall be elected and qualified. Directors may be removed with or without cause by a vote of two-thirds of the Board of Directors of the Academy.
  4. Decisions by Board of Directors; Quorum for Meetings.
    A majority of the entire membership of the Board of Directors then in office shall constitute a quorum in order to permit the transaction of any business. In the absence of a quorum, a majority of those Directors present may adjourn the meeting. The affirmative vote of a majority of the Directors present and voting at a meeting at which a quorum is present shall be necessary and sufficient for a vote to be valid, except:
    (a) as a larger vote may at any time be otherwise specifically required by these Bylaws; and (b) as the vote of a greater number or proportion of the Board of Directors is, or may at any time be, required by the Nonprofit Corporation Act for the taking of specific actions. Decisions made in accord with the above provisions shall be the act of the Board of Directors for any and all purposes.
  5. Meetings.
    (a) In General. Except as otherwise provided in these Bylaws, decisions of the Board of Directors shall be made at duly constituted meetings. Regular meetings may be held either within or without the District of Columbia, and shall be held at such times and in such places as the Board of Directors may by resolution determine in advance. Special meetings shall be convened at the request of the Chair of the Board or through a petition by a majority of the Board then in office and shall be held at the time and place (either within or without the District of Columbia) and for such purpose as shall be specified in such request. Any or all Directors may participate in a meeting of the Board or a committee by means of conference telephone or any other means of communication that allows all persons participating to hear one another, and such participation shall constitute presence in person at the meeting.
    (b) Notice. Not less than five nor more than thirty days before the date of every Board meeting, each Director shall be given written notice stating the date, time, and place of the meeting, either personally or by mail. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the Director at the postal address as it appears on the records of the Corporation, with postage prepaid.
    (c) Action by Board of Directors Without a Meeting. Any action or decision required or permitted to be taken at a regular or special meeting of the Board of Directors may be taken or made without the convening of a formal meeting, provided all members of the Board of Directors so consent in writing and set forth in the same writing the action or decision taken or made. Such consent and writing shall have the same force and effect as a unanimous vote, and may be described as such in any document executed by the Corporation.
  6. Compensation.
    Directors of the Corporation shall receive no compensation for their services as Directors but, by resolution of the Board of Directors, may be reimbursed for expenses paid while acting on behalf of the Corporation and may be paid reasonable compensation for special service furnished the Corporation in connection with its projects. The President, who shall provide services as an employee of the Corporation and of the Academy, may be paid reasonable compensation for those services.

Article V. COMMITTEES

The Corporation shall have Standing Committees consisting of an Executive Committee, an Audit Committee, a Finance Committee, and an Investment Committee, as well as Ad Hoc Committees. All Committees shall have a Chair who shall be selected from among their number by the Board Chair, except as otherwise provided in these Bylaws. Members of all Committees shall serve one-year terms that may be renewed, except as otherwise provided.

  1. Executive Committee.
    The Executive Committee shall consist of the Chair, Vice Chair, Secretary, Treasurer, President, and two additional members. To the extent provided in a Board resolution, the Committee shall exercise the authority of the Board at such time as it is not in session, when prompt action is required and when it is not practicable to call the Board into session. The Committee’s meetings shall be open to attendance by all Fellows of the Academy except for any portion determined by unanimous vote to require an executive session. The Secretary shall prepare a summary of any actions taken, and promptly distribute them to each Director.
  2. Audit Committee.
    The Audit Committee shall consist of at least seven members. The Board Chair shall recommend and appoint, upon a vote of a majority of the Board members then in office, members to the Audit Committee. Members of the Audit Committee must have financial and accounting expertise, five of whom shall be Fellows, at least one of whom must be a Director, one of whom must be accredited as a certified public accountant or possess another related certification demonstrating expertise in financial reporting and management, and one of whom shall not be an Academy member or employee.
  3. Finance Committee.
    The Finance Committee shall consist of at least ten members. The Board Chair shall recommend and appoint, upon a vote of a majority of the Board members then in office, members to the Finance Committee. At least one member of the Finance Committee shall be a Director. The Chair of the Finance Committee shall be the Treasurer of the Academy.
  4. Investment Committee.
    The Investment Committee shall consist of at least ten members. The Board Chair shall recommend and appoint upon a vote of a majority of Board members then in office, members to the Investment Committee, none of whom need be Directors.
  5. Ad Hoc Committees.
    Other Committees may be established from time to time as needed by the Board. The Chair shall recommend and appoint, upon a vote of a majority of the Board members then in office, Ad Hoc Committee members.

Article VI. OFFICERS

  1. The officers of the Corporation shall be a Chair, Vice Chair, Secretary, Treasurer, President, and such other officers as the Board may from time to time appoint. The Chair may appoint assistant officers from time to time.
    (a) The Board shall elect from among Directors at the meeting at which newly-elected Directors take office one as Chair, one as Vice Chair, and one as Secretary. The Treasurer of the Corporation shall be the Treasurer of the National Academy of Public Administration.
    (b) The President shall be the President of the Academy.
    (c) The Board shall have power to fill any vacancy caused by the resignation, death, inability to serve, or removal from office of any officer or assistant officer during the term for which appointed.
  2. Officers other than the Chair, Vice Chair, Treasurer, and Secretary need not be Directors.
  3. Duties.
    (a) Chair. The Chair or, in the absence of the Chair, the Vice Chair shall preside at all meetings of the Board. The Chair shall also act as the chief representative of the Corporation. In so acting, however, the Chair shall be subject to the direction of the Board or the Executive Committee.
    (b) President. The President shall be the chief executive officer of the Corporation and shall have such other duties as the Board, the Chair, or the Executive Committee may assign.
    (c) Secretary. The Secretary shall keep the minutes of all meetings of the Board; keep all documents and records pertaining to the operation and activities of the Corporation; issue notices of all meetings; file all reports required pursuant to state or Federal law; and perform such other duties as the Board or the Chair may direct. The Secretary may delegate any of the foregoing duties to an Assistant Secretary appointed in accordance with these Bylaws, or may carry out any of these duties through such staff or other agents as the Secretary deems appropriate.
    (d) Treasurer. The Treasurer shall be the Treasurer of the Academy and shall have responsibility for the following duties: taking custody of all funds, and gifts received and other assets of the Corporation; placing them in accounts in the name of the Corporation in such banks or depositories as the Board may direct; disbursing such funds or other assets upon direction from the Board or Chair; keeping and maintaining accurate and complete financial records of the assets, receipts and disbursements of the Corporation; collecting all monies due the Corporation; paying routine bills and expenses of the Corporation; and performing such other duties as the Board or Chair may direct. The Treasurer may delegate any of the foregoing duties to an Assistant Treasurer appointed in accordance with these Bylaws, or may carry out any of these duties through such staff or other agents as the Treasurer deems appropriate.
  4. The Board may, in its discretion, require the Treasurer or any other officer to furnish a bond of a kind, and in an amount, required and approved by the Board.
  5. The Chair, the Secretary, the Treasurer and the President shall permit any Director or Academy Fellow or a duly-authorized attorney to inspect all books and records of the Corporation for any proper purpose at any reasonable time.

Article VII. ACCOUNTING PERIOD

The fiscal year of the Corporation shall begin on the first day of October and end on the last day of September of the following year.

Article VIII. AMENDMENTS

The Board of Directors shall have the power to alter, amend, repeal, or add to any of the Bylaws of the Corporation, and to adopt new Bylaws in the place of any provisions deleted.