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Bylaws of

InterAction: The American Council for Voluntary International

Action, Inc.
Article I - Name

Section 1.01 Name. The Corporation shall be known as InterAction: The American Council for
Voluntary International Action, hereinafter known as the Corporation.

Article II - Members

Section 2.01. Who Shall be Members. Admission to membership shall be by majority vote of the Board
of Directors. Any organization may apply for membership if it is exempt from taxation under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended; has primary purposes and work
consistent with the purposes of the Corporation; and agrees to pay established dues. The Board of
Directors may establish any additional criteria for membership.

Section 2.02 Dues. The Members shall determine the appropriate dues for each Member. The amount
and structure of dues may be changed by a vote of the Members.

Section 2.03 Resignation and Removal. Any Member after having fulfilled all obligations to the
Corporation may resign by written notice to the President/CEO of the Corporation (any such
resignation to take effect as specified therein, or if not so specified, upon receipt by the
President/CEO). Any Member may be removed or suspended at any time for failure to maintain the
standards and criteria for admission and continuing membership or for other cause by a two-thirds
(2/3) vote of the number of Directors then in office.

Section 2.04. Membership Meetings.

a. Representative. Each Member shall appoint a duly-authorized representative to represent it at

meetings. The representative shall be the chief executive or the chief executive's designee. The
President/CEO shall maintain a list of Member representatives. The vote of a Member's representative
shall constitute the vote of the Member.

b. Annual Meeting A meeting of the Members of the Corporation shall be held annually for the
election of Directors and the transaction of such other business as may properly come before the
meeting on a date to be determined annually.

c. Special Meetings. Special meetings of the Members may be called by the Board of Directors and/or
by the Chair of the Board. Special meetings may also be convened by ten percent (10%) of the
Members, who may in writing demand the call of a special meeting specifying the date and month
thereof, which shall not be less than two nor more than three months from the date of such written
demand. The President/CEO of the Corporation upon receiving the written demand shall promptly
give notice of such meeting or if he or she fails to do so within five days thereafter, any Member
signing such demand may give such notice.

d. Place and Time of Meetings. Meetings of Members may be held at such place and at such hour as
may be fixed in the notice of the meeting.

e. Notice of Annual and Special Meetings. Whenever Members are required or permitted to take any
action at a meeting, written notice stating the place, day and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) or more than fifty (50) days before the date of the meeting, either personally or by mail,
by or at the direction of the President, to each Member entitled to vote at such meeting. If mailed,
official notice shall be deemed to be delivered when deposited in the United States mail, postage
prepaid, addressed to the Member at his address as it appears on the records of the Corporation.

f. Waivers of Notice. Whenever notice is required to be given to any Member under any provision of
law, the Certificate of Incorporation or these Bylaws, a waiver in writing signed by the Member entitled
to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of
such notice. The presence of any Member at a meeting, in person or by proxy, without objection to
the lack of notice of the meeting, shall also waive notice by such Member.

g. Quorum. One-quarter (1/4) of the Members represented in person or by proxy shall constitute a
quorum at a meeting of Members for the transaction of any business. The Members present at a duly-
organized meeting may continue to do business until adjournment, notwithstanding the withdrawal
of enough Members to leave less than a quorum.

If a meeting cannot be organized because a quorum is not present, those present may adjourn the
meeting until a subsequent meeting at which quorum is present, when any business may be
transacted that may have been transacted at the meeting as originally called.

h. Vote. Each Member shall have one (1) vote. Whenever any corporate action is to be taken by vote of
the Members, it shall, except as otherwise required by law or by the Certificate of Incorporation, be
authorized by a majority of the votes cast in person or by proxy at a meeting of Members.

i. Presiding Officer. At any meeting of the Members, if neither the Chair nor Vice-Chair of the Board,
nor the President/CEO, nor a person designated by the Board to preside at the meeting shall be
present, the Members present shall appoint a presiding officer for the meeting. The appointee of the
person presiding at the meeting shall act as secretary of the meeting.

2.05. Proxies. A Member entitled to vote may vote in person or may authorize another person to act
for such Member by proxy. No proxy shall be valid after the expiration of eleven months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the
Member executing it, except as otherwise provided by law.

Article III - Board of Directors

Section 3.01. Authority of Directors. The Corporation shall be managed by its Board of Directors.
Section 3.02. Number of Directors. The number of Directors constituting the entire Board shall not be
less than twenty two (22) or more than thirty (30). In addition, the CEO/President shall serve as an ex
officio non-voting member of the Board of Directors. In no case may any decrease in the number of
Directors shorten the term of any incumbent Director.

Section 3.03. Eligibility of Directors Each Director shall be at least eighteen (18) years of age. At least
eighty percent (80%) of Directors must be the chief executives or other senior executives of Member
organizations; however, in no event shall the number of member-representative Directors be less than
twenty-two (22). Up to twenty percent (20%) of the Board may consist of persons of stature not
affiliated with a Member of the Corporation who are known for their strong commitment to and
expertise in international relief and development, and who bring a broader outside perspective or
expertise to help InterAction achieve its mission. In their service to the Board, Directors shall represent
the interests of the Corporation as a whole.

Section 3.04. Election and Term of Directors. Directors shall be nominated by the Board from a slate of
candidates prepared by the Nominating Committee and shall be elected by the Members. The
Nominating Committee shall endeavor to reflect the diverse range of the Corporation's membership
in the slate of candidates for the Board.

Directors shall be divided into three classes, staggered by term, which shall be as near as possible to
equal in size. Except as provided in Section 3.05, Directors shall be elected to terms of three (3) years.
Directors shall continue in office until his or her successor is elected and qualified, or until his or her
death, resignation, or removal. A Director having served two (2) consecutive terms is eligible for re-
election to the Board only after having been off the Board for at least one (1) year.

Section 3.05. Transitional Term of Directors. For the first class elected after amendment of these
Bylaws in 2002, the term of office of those Directors in Class One shall expire at the Annual Meeting in
2004; the term of office of those Directors in Class Two will expire at the Annual Meeting 2005; and the
term of office of those Directors in Class Three will expire at the Annual Meeting in 2006.

Section 3.06. Vacancies. If vacancies occur in the Board for any reason between annual Membership
meetings such that the number of Directors falls below twenty-two (22), vacancies may be filled by
the Board so that there are at least twenty-two (22) Directors. Such vacancies may be filled by a vote of
a majority of Directors then in office. All other vacancies shall be filled by the Members at annual or
special meetings. A Director elected to fill a vacancy shall be elected for the unexpired term of his or
her predecessor in office. If the number of Directors is increased, the term of a Director elected to such
vacancy shall end at the same time as the term of other Directors in that class.

Section 3.07. Compensation. With the exception of the President/CEO, Board members shall not be
compensated for serving on the Board, but may be reimbursed for actual expenses incurred on behalf
of the Corporation.

Section 3.08. Resignation & Removal. Any Director may resign from office at any time by delivering a
resignation in writing to the President/CEO. Such resignation shall take place at the time specified
therein, and unless otherwise specified, no acceptance of such resignation shall be necessary to make
it effective.
Any or all of the Directors may be removed, with or without cause, by action of the Board, provided
that fourteen (14) days prior notice is given of the proposed removal.

The seat of any Director whose affiliation with a Member ceases shall automatically become vacant on
the 30th day following the last day of his or her affiliation with that Member.

Section 3.09. Meetings. Meetings of the Board of Directors, annual, regular or special, may be held at
any place as may be fixed by the Board from time to time or as shall be specified in the respective
notice or waivers of notice thereof. There shall be three regular meetings per year in addition to an
annual Meeting of the Board for the appointment of Officers. The Annual Meeting of the Board shall
be held at the same place and as soon after the holding of the Annual Meeting of the Members as is
practicable. The Board may fix times and places for regular meetings of the Board. No official notice of
Annual or regular meetings need be given. Special meetings, subject to the notice requirements
below, may be called at any time by the Chair of the Board of Directors upon his or her own authority
and upon written petition to the Chair of twenty percent (20%) of the Directors. At the discretion of
the Chair, one of the three regular meetings of the Board may be held by conference telephone or
similar communications equipment, so long as Directors participating in such meeting are able to hear
one another at the same time.

Section 3.10. Notice. Reasonable advance notice for special meetings shall be given to all Directors
who have not waived such notice stating the date, place and hour of the special meeting. A notice
need not state the purpose of any meeting of the Board. Notice of any meeting need not be given to
any Director who submits a signed waiver of notice before or after the meeting, or who attends the
meeting without protesting, prior thereto or at its commencement, the lack of notice.

Section 3.11. Quorum. Unless a greater proportion is required by law, one-third (1/3) of the entire
Board of Directors shall constitute a quorum for the transaction of business.

Section 3.12. Action by the Board. Except as otherwise provided by law or by these Bylaws, the vote of
a majority of the Directors present at a meeting at the time of the vote, if a quorum is present shall be
the act of the Board. Public policy positions of the Corporation shall be established by a two-thirds
(2/3) vote of the Directors present at a meeting, provided there is a quorum present. A majority of the
Directors present whether or not a quorum is present may adjourn a meeting of the Board to another
time or place. Notice of any adjournment of a meeting shall be given to the Directors who were not
present at the time of the adjournment and, unless such time and place was announced at the
meeting, to the other Directors.

Section 3.13. Action Without a Meeting. Any action required or permitted to be taken at a meeting of
the Board may be taken without a meeting if all the members of the Board consent in writing to the
adoption of a resolution authorizing such action. Each resolution so adopted and the written consents
thereto by members of the Board shall be filed with the minutes of the proceedings of the Board. Such
consents shall have the same force and effect as a unanimous vote of the Board.

Section 3.14. Board Committees.

a. Executive Committee The Executive Committee of the Board of Directors shall consist of seven (7)
Directors plus the President/CEO, who shall serve as an ex-officio non-voting member of the Executive
Committee. The seven Directors on the Executive Committee shall include the Chair, Vice Chair and
Treasurer and four at-large members nominated by the Chair and elected by the Board. The Executive
Committee shall have all of the authority of the Board to the fullest extent permitted by applicable law
and shall meet between meetings of the Board at such times and places as may be fixed by the Chair.
The Executive Committee shall take such actions as are necessary between meetings of the Board. All
members of the Executive Committee shall serve in their individual capacities so long as they maintain
their affiliations with the respective Member organizations.

b. Standing Governance Committees. The Board may establish standing governance committees. The
Chair shall nominate and the Board of Directors shall elect from among the Directors, the Chair and at
least two (2) members to each standing governance committee. A quorum shall be a majority of the
Directors on the committee. The Board may establish such procedures to govern their activities, and
delegate to them such authority as may be necessary or desirable for the efficient management of the
property, affairs, business, and/or activities of the Corporation.

There shall be at least three such standing governance committees: Nominating, Standards and
Membership, and Finance. The duties and responsibilities of these committees shall include, but not
be limited to, the following:

1. Nominating Committee. Recommend criteria for Director selection, identify and screen prospective
nominees and recommend slates of Director nominees to the Board; recommend slates of officer
nominees for the full Board's approval; review with each Director their participation, attendance and
interest in serving on the Board before renominating them; design and implement a board evaluation

2. Standards and Membership Committee. Recommend to the Board standards and guidelines for the
Corporation's Members as well as establish other criteria for membership in the Corporation above
and beyond the standards and criteria already set for full Members in these Bylaws; oversee processes
for Members' compliance with the standards and recommend any needed action to the Board; recruit
and review all new applications for membership and make recommendations to the Board.

3. Finance Committee. Oversee financial management, integrity, and health of the Corporation; review
and recommend budgets; and review regular financial reports, annual audits, financial policies and
major financial decisions.

c. Authority. Each committee of the Board shall serve at the pleasure of the Board. Each committee of
the Board shall to the extent provided in these bylaws or the authorizing resolution have all the
authority of the Board. Notwithstanding the foregoing, the designation of any such committee and
the delegation thereto of authority shall not alone relieve any Director of his duty to the Corporation
under § 717 of the Not-for-Profit Corporation Law, and no such committee shall have authority as to
the following matters:

1. The submission to Members of any action requiring Members' approval under the Not-for-Profit
Corporation Law.

2. The filling of vacancies in the Board of Directors or in any committee.

3. The amendment or repeal of the by-laws or the adoption of new by-laws.
4. The amendment or repeal of any resolution of the Board which by its terms shall not be so amended
or repealed.

Section 3.15. Other Committees. In addition to those committees authorized in Article IV, other
committees not having and exercising the authority of the Board in the management of the
Corporation may be designated by a resolution adopted by a majority of the Directors present at a
meeting at which a quorum is present. Such committees shall consist of at least two (2) individuals
who need not be Directors of the Corporation. The Chair or the President of the Corporation shall
appoint the members of such committees. Other committees shall have only the powers specifically
delegated to them by the Board and shall in no case have powers which are not authorized for
standing committees under the Not-for-Profit Corporation Law or these Bylaws.

Article IV - Program Committees

Section 4.01. Program Committees. There shall be such Program Committees as the Board of Directors
shall from time to time determine. The Board shall establish the broad areas of mandate, scope of
authority and responsibility and the broad policies and priorities that will guide the work of the
Program Committees. Membership on Program Committees shall be open to representatives from any
Member working in the program area. Such representatives need not be members of the Board of
Directors. Each Program Committee shall elect a Program Committee Chair or Co-Chairs from among
the members of such Committee. Each Program Committee shall conduct its activities and govern its
affairs in accord with such rules and procedures as it may adopt, subject to such common guidelines
and directives as the Board of Directors may from time to time adopt.

Article V - Officers

Section 5.01. Officers. The officers of the Corporation shall be the Chair, Vice-Chair, Treasurer, and
President/CEO. No person may hold two or more offices.

Section 5.02. Appointment of Officers; Terms of Office. The terms of the first class of officers appointed
after amendment of these Bylaws in September, 2002 shall expire at the Annual Meeting in 2004.
Thereafter, officers shall serve one (1) year terms. Directors shall continue in office until his or her
successor is elected and qualified, or until his or her death, resignation, or removal. The Chair, Vice-
Chair and the Treasurer shall be appointed by the Board at its annual meeting in each year that such
positions have become vacant due to expiration of an officer's term. An Officer having served three (3)
consecutive terms shall be eligible for reappointment only after a one-year break in service. Vacancies
existing for any reason shall be filled by the Board for the remainder of the unexpired term.

Section 5.03. Resignation. Resignations are effective upon receipt by the President/CEO of a written

Section 5.04. Removal. An officer may be removed by the Board at a meeting, or by action in writing
pursuant to Section 3.13 with or without cause. Removal without cause shall be without prejudice to
such person's contract rights, if any, and the appointment of such person shall not itself create
contract rights.
Section 5.05. Powers and Duties of the Chair. The Chair shall have general charge and supervision of
the affairs of the Corporation. The Chair shall preside at all meetings of the Board. The Chair shall
perform such other duties as the Board may designate.

Section 5.06. Powers and Duties of the Vice-Chair. In the event that the Chair is absent or unable to act,
the Vice-Chair shall perform the duties and exercise the powers of the Chair.

Section 5.07. Powers and Duties of the Treasurer. Except as the Board shall otherwise direct, the
Treasurer shall have charge of all funds and securities of the Corporation and shall deposit the same to
the credit of the Corporation in such banks or depositories as the Board of Directors may authorize. He
or she shall keep or cause to be kept complete and accurate accounts of receipts and disbursements
of the Corporation, and whenever required by the Board, shall render a statement of accounts. He or
she shall at all reasonable times exhibit the books and accounts to any officer or Director of the
Corporation. The Treasurer shall have all such powers and duties as generally are incident to the
position of Treasurer or as may be assigned by the Chairs or by the Board. Except as prohibited by the
law of the State of New York, the Treasurer may delegate to the executive employees of the
corporation day to day performance of these duties.

Section 5.08. Powers and Duties of the President/CEO. The President/CEO shall serve as the Chief
Executive Officer of the Corporation, and shall perform all duties customary to that office and such
other duties as may be prescribed by the Board from time to time. The President/CEO shall supervise
and control all of the affairs of the Corporation in accordance with policies and directives approved by
the Board. The President/CEO shall have the powers and perform the duties typically performed by
the Secretary.

Section 5.09. Agents and Employees. The Board may appoint agents and employees of the
Corporation who shall have such authority and perform such duties as may be prescribed by the
Board. The Board may remove any agent or employee at any time with or without cause. Removal
without cause shall be without prejudice to such person's contract rights, if any, and the appointment
of such person shall not itself create contract rights.

Article VI - Compensation

Section 6.01. Compensation Policy. In establishing appropriate compensation levels, whether as

employees or under contractual arrangements, for an individual who is a Director, officer, member of a
committee with Board-delegated powers, or anyone else exercising substantial influence over the
Corporation, in addition to complying with any conflict of interest policy, the Board or committee

1. recuse/exclude members who receive directly or indirectly a substantial portion of their income
from the Corporation;

2. rely on appropriate comparative data, including comparable agreements in similar organizations;

compensation levels for similar positions in both exempt and taxable organizations; and regional
economic data; and

3. document the bases upon which it relies for its compensation determinations.
Section 6.02. Compensation Committee. The Board, may, if it chooses, establish a compensation
committee to set appropriate levels of compensation. A compensation committee shall consist solely
of disinterested persons with respect to the transaction in question and shall follow the above-
outlined procedures.

Article VII - Indemnification

The Corporation may indemnify any person, made, or threatened to be made, a party to an action or
proceeding other than one by or in the right of the Corporation to procure a judgment in its favor,
whether civil or criminal, by reason of the fact that such person or such person's testator or intestate is
or was a Director or officer of the Corporation, or serves or served any other corporation, partnership,
joint venture trust, employee benefit plan or other enterprise in any capacity at the request of the
Corporation, and the Corporation may advance such person's related expenses, to the full extent
permitted by law. The Corporation shall have the power to purchase and maintain insurance to
indemnify the Corporation and its Directors and officers to the full extent such indemnification is
permitted by law.

In no case, however, shall the Corporation indemnify, reimburse, or insure any person for any taxes
imposed on such individual under chapter 42 of the Internal Revenue Code of 1986 ("the Code") as
now in effect or as may hereafter be amended. Further, if at any time the Corporation is deemed to be
a private foundation within the meaning of section 509 of the Code then, during such time, no
payment shall be made under this article if such payment would constitute an act of self-dealing or a
taxable expenditure as defined in section 4941(d) or section 4945(d) respectively of the Code.
Moreover, the Corporation shall not indemnify, reimburse, or insure any person in any instance where
such indemnification, reimbursement or insurance is inconsistent with section 4958 of the code or any
other provision of the code applicable to organizations described in section 501(c)(3) of the Code.

If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective,
the validity and effectiveness of the remaining parts shall not be affected.

Article VIII - Miscellaneous

Section 8.01. Fiscal Year. The fiscal year of the Corporation shall be January 1 - December 31 but may
be changed by resolution of the Board.

Section 8.02. Checks, Notes, Contracts. The Board of Directors shall determine from time to time who
shall be authorized to sign on its behalf checks, notes, drafts, acceptances, bills of exchange, and other
orders or obligations for the payment of money; to enter into contracts; or to execute and deliver
other documents and instruments. No individual shall be authorized to bind the Corporation to any
obligation unless expressly authorized by the Board.

Section 8.03. Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be
deposited from time to time in general or special accounts in such banks, trust companies, or other
depositories as the Board or any committee to which such authority has been delegated by the Board
may select, or as may be selected by any officer or officers or agent or agents of the Corporation, to
whom such power may from time to time be delegated by the Board. For the purpose of deposit and
for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of
the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any officer
or agent of the Corporation.

Section 8.04. Purchase, Sale, Mortgage and Lease of Real Property. No purchase of real property shall
be made by the Corporation and the Corporation shall not sell, mortgage or lease its real property
unless authorized by the vote of two-thirds (2/3) of the entire Board, provided, however, that if the
entire Board consists of twenty-one (21) or more Directors, the vote of a majority of the entire Board
shall be sufficient.

Section 8.05. Recordkeeping. The Corporation shall keep at its principal place of business 1) correct
and complete books and records of accounts; 2) minutes of the proceedings of Membership and the
Board meetings, reflecting at a minimum the names of those in attendance, any resolutions passed
and the outcomes of any votes taken; and 3) a current list of record containing the names and address
of all Members, Directors, and officers of the Corporation.

Section 8.06. Reports to the Members. The President and Treasurer of the Corporation shall present at
the annual meeting of the Members a report, verified by the President and Treasurer, or certified by an
independent public or certified public accountant or a firm of such accountants selected by the Board,
showing in appropriate detail the following:

1. The assets and liabilities, including the trust funds, of the Corporation as of the end of a twelve
month fiscal period terminating not more than six months prior to said meeting.

2. The principal changes in assets and liabilities, including trust funds, during said fiscal period.

3. The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes
during said fiscal period.

4. The expenses or disbursements of the Corporation, for both general and restricted purposes, during
said fiscal period.

This report shall be filed with the minutes of the annual meeting of the Board of Directors.

Article IX - Conflicts of Interest

The Board shall by resolution adopt a conflict of interest policy applicable to officers, Directors,
members of committees of the Board, and employees, that shall define conflicts of interest (including
competing financial interests or fiduciary duties), require that conflicts be disclosed and the conflicted
person be recused from any decision-making with regard to the matter.

Article X - Amendment of Bylaws

These Bylaws may be amended or repealed by a vote of the Membership present at a meeting in
person or by proxy, provided fourteen (14) days prior notice is given of the proposed amendment.