Sample Bylaws
BYLAWS OF [...] INSTITUTE FOR POLICY RESEARCH, INC.ARTICLE I: PRINCIPAL OFFICE AND REGISTERED AGENT
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Principal Office. The principal office of the
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Institute for Policy Research, Inc., a non- profit corporation incorporated under the laws of the State of Maryland (hereinafter, the'Institute'), shall be in the State of Maryland.
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Other Offices. The Institute may have such other office or offices at such suitable placeor places within or without the State of Maryland as may be designated from time to time by the Board of Directors of the Institute.
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Registered Agent. The Institute shall have and continuously maintain in service aregistered agent in the State of Maryland, who shall be an individual resident of the Stateof Maryland or a corporation, whether for profit or not for profit.
ARTICLE II: PURPOSES
The purposes of the Institute, subject to the limitations of Article VIII hereof, are to advanceeducation, and to further other charitable, educational, and scientific purposes, in the field of the promotion of free enterprise, limited government and personal responsibility as pertaining toMaryland and the United States; to publish, to conduct seminars, and to engage in research infurtherance of such purposes; and the Institute shall be empowered to engage in such other andfurther means as may be necessary and proper to accomplish the foregoing objects and purposes.
ARTICLE III: BOARD OF DIRECTORS
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General Authority. There shall be a Board of Directors of the Institute, which shallmanage, supervise and control the business, property and affairs of the Institute. TheBoard of Directors shall be vested with the powers to appoint and remunerate agents andemployees, to disburse the funds of the Institute, and to adopt such rules and regulationsfor the conduct of its business, responsibility and authority as shall be deemed advisable,insofar as such delegation of authority is not inconsistent with or repugnant to the
Articles of Incorporation or Bylaws of the Institute (in their present form or as they may be amended) or to any applicable law. The Board of Directors shall not have the power todetermine the policy positions of the Institute, which authority shall reside with theofficers of the Institute, as described in Article IV, paragraph A.
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Membership. The Board of Directors of the Institute shall be composed of at least three(3) individuals, but not more than twenty (2~) individuals, commencing with theindividuals named in Articles of Incorporation of the Institute. Vacancies, as they occur on the Board of Directors by resignation, death, incapacity or the like, of one or moremembers thereof. shall be filled by act of a majority of the Board of Directors of theInstitute. There shall be two (2) ex officio members of the Board of Directors. These shall be officers of the Institute, as described in Article IV, paragraph A. The officers of theInstitute may hold positions of office upon the Board of Directors of the Institute, asdescribed in Article III, paragraph F.
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Term of Office. Each director of the Institute, shall serve for a term of three (3) years,with such terms staggered so that approximately one-third of the directors will beappointed each year. Each such term shall coincide with the calendar year.
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Resignation. Any director may resign at any time by giving written notice to the Chief Executive Officer, who shall bring such resignation to the attention of directors andofficers of the Institute in a timely manner and, in any case, before the next meeting of the Board of Directors. Such resignation shall take effect at the time specified therein, or,if no time is specified, at the time of acceptance thereof as determined by the Chairmanof the Board of Directors, as described in Article III, paragraph F.
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Removal. Any director may be removed from such office by a two-thirds vote of thedirectors at any regular or special meeting of the Board of Directors at which a quorum is present, for: (1) violation of these Bylaws; or (2) engaging in any other conduct prejudicial to the best interests of the Institute. Such removal may occur only if thedirector involved is first provided: (1) with adequate notice of the charges against him or her in the form of a statement of such charges and of the time and place of the meeting of the Board of Directors scheduled for the purpose of hearing or considering such action,sent by certified or registered mail to the last known address of such director; (2) anopportunity to appear before the Board of Directors or forward a written statementthereto in presentation of any defense of such charges no sooner than thirty (30) daysafter the sending of such notice; and (3) a written explanation as to (if such is the case)why such director is being removed from such office. In these regards, the Board shall act
on the basis of reasonable and consistent criteria, always with the objective of advancingthe best interests of the Institute. The removal from the Board of Directors of the officersof the Institute shall not constitute their automatic termination from said positions of theInstitute.
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Officers of the Board of Directors. The officers of the Board shall be a Chairman, aTreasurer, and a Secretary. They shall be selected from among the membership of theBoard. Their terms of office shall be of a duration of one year, with their selection for office to occur during the first regular meeting of the Board of Directors in any givenyear. There shall be no restriction on the number of consecutive terms of office that may be served by the officers of the Board of Directors.
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The duties of the Chairman of the Board shall include but not be restricted to theconvening and management of all meetings of the Board of Directors. In addition,the Chairman shall retain a general knowledge of the on-going business of theInstitute. In the foregoing endeavors, the Chairman shall be assisted and informed by the Chief Executive Officer of the Institute. No individual may hold the positions of Chairman of the Board and Chief Executive Officer of the Institutesimultaneously.
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The duties of the Treasurer to the Board shall include but not be restricted to theduties commonly incident to and vested in the office of the treasurer of acorporation, including the following duties and responsibilities: He or she shall beresponsible for developing and reviewing the fiscal policies of the Institute. He or she shall ensure that an account is maintained of all monies received andexpended for the use of the Institute. He or she shall ensure that all monies of theInstitute are deposited in a bank or banks or trust company or trust companiesapproved by the Board of Directors, and that authorized disbursements are madetherefrom. He or she shall render a report of the finances of the Institute at theregular meetings of the Institute or whenever requested by the Chairman of theBoard of Directors showing all receipts and expenditures for the current year. Inthe foregoing endeavors, the Treasurer shall be assisted and informed by the Chief Financial Officer of the Institute. No individual may hold the positions of Treasurer to the Board and Chief Financial Officer of the Institute simultaneously.
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The duties of the Secretary to the Board shall include but not be restricted to theduties commonly incident to and vested in the office of secretary of a corporation,including the following duties and responsibilities: He or she shall attend all
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Sample Bylaws for Va
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