Article I. Purpose The1818 Society (hereinafter called the “Society”) shall: (i) Provide for its member-ship a link with fellow members throughout the world; (ii) organize social, fraternal, educational, humanitarian and other activities deemed desirable and approved by the Board of Directors; (iii) provide and foster opportunities for contact and cooperation between the International Bank for Reconstruction and Development, the International Development Association, the International Finance Corporation, Multilateral Investment Guarantee Agency and the International Centre For Settlement of Investment Disputes (hereinafter referred to as the World Bank Group or WBG) and the Society and its members; and (iv) monitor WBG activities and policies in order to represent the rights and interests of the members of the Society and other retirees of the WBG.
Article II. Offices The principal office of the Society shall be located in the city of Washington, D.C.. The Society may have such other offices, either within or without the city of Washington, D.C., as the Board of Directors may determine or as the affairs of the Society may require from time to time.
The Society shall have and continuously maintain in the city of Washington, D.C. a registered office, and a registered agent whose office is identical with such registered office, as required by the District of Columbia Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principal office in the city of Washington, D.C., and the address of the registered office may be changed from time to time by the Board of Directors.
Article III. Chapters and Groups of the Society The Board of Directors may: (i) give recognition to independent chapters and/or groups established by members in any part of the world on the basis of location, linguistic, thematic, or other considerations; and (ii) withdraw recognition when any such chapter or group ceases to exist, or upon a determination by the Board of Directors that recognition is no longer in the best interests of the Society.
Article IV. Members Section 1. Eligibility. Membership in the Society shall be open
(i) to all former staff (which, for the purposes of these by-laws, shall include the Presidents, Executive Directors, Alternates and their staff) of the WBG who
(a) are eligible to receive pension payments under the World Bank Staff Retirement Plan, or
(b) have left the service of the WBG on deferred pensions;
(ii) to former WBG staff who served at least 5 years (including some pensionable service) in the WBG;
(iii) to individuals on special leave or in such other status as the Board of Direc-tors of the Society may approve for membership and who served at least 5 years in the WBG;
(iv) to such other individuals with special ties to the WBG or the Society as the Board of Directors shall determine from time to time, provided however that such members shall be non-voting and exempt from payment of membership dues; and
(v) to the surviving spouse/registered domestic partner of any member.
Section 2. Membership Application. Applicants eligible under Section 1 of this article shall become members upon filing with the secretary a written application in such form as the Board of Directors shall from time to time determine. Surviving spouses/registered domestic partners shall succeed automatically to the membership of their spouses/partners.
Section 3. Refusal or Termination of Membership. The Board of Directors may refuse to allow or may terminate the membership of any person upon a determination that in its judgment the membership would not be or is not in the best interests of the Society.
Section 4. Resignation. Any member may resign by filing a written resignation with the secretary but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and un-paid.
Section 5. Reinstatement. Upon written request signed by a former member and filed with the secretary, the Board of Direc-tors may reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
Section 6. Transfer of Membership. Membership in the Society is not transferable or assignable.
Article V. Meetings of Members Section 1. Annual Meeting. An annual meeting of the members shall be held during each calendar year for the purpose of presenting fiscal and operational reports, electing Directors and the president, and transacting such other business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the members may be called by (i) the president, (ii) the Board of Directors on its own initiative, or (iii) not less than five percent of the members having voting rights.
Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the city of Washington DC, as the place of meeting for any annual or special meeting.
Section 4. Notice of Meeting. (i) Written notice by mail or electronically stating the place, date and time of any annual or spe-cial meeting of members shall be sent by the secretary at the direction of the president or the Board of Directors to each member, not less than thirty days before the date of such meeting.(ii) When a special meeting of the members is called pursuant to Section 2. (iii) above, the written notice referred to in subparagraph (i) of this Section 4 shall be sent not later than thirty days from the date the Board of Directors receives such a request, and the meeting shall be held not later than sixty days from the date the notice of the special meeting is sent.
Section 5. Quorum and Manner of Acting. (i) One hundred members physically present and entitled to vote shall constitute a quorum. (ii) Where a quorum is present, the act of a majority of the members voting in person or by proxy shall be the act of the members, unless the act of a greater num-ber is required by law or by these By-Laws. (iii) The Board of Directors may, at its discretion, determine that voting may be conducted electronically, subject to the provisions above, but any change in the method of voting shall be announced in ad-vance in the notice of the meeting.
Section 6. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed electronically or in writing by the member or by a duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise expressly provided in the proxy.
Article VI. Board of Directors Section 1. General Powers. The affairs of the Society shall be managed by its Board of Directors.
Section 2. Number and Tenure of Directors. There shall be nine Directors selected from among the members. Directors shall be elected at the annual meeting as terms expire. The initial term of each Director shall be for two (2) years except in years when six or more Directors are to be elected, when two of the newly-elected Directors will be for terms of one (1) year only.
Section 3. Meetings. A meeting of the Board of Directors shall be held within one month of the annual meeting of members. Other meetings of the Board of Directors may be called by or at the request of the president or any three Directors. The person or persons authorized to call meetings of the Board of Directors may fix any place, either within or without the city of Washington, D.C. as the place for holding any such meeting.
Section 4. Notice. Notice of any meeting of the Board of Directors shall be given at least five days prior thereto by written notice to each Director at his address as shown by the records of the Society. Any Director may waive notice of any meeting. 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 because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice, or waiver of notice, of such meeting, unless specifically required by law or by these By-Laws.
Section 5. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meet-ing of the Board.
Section 6. 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 of Directors, unless the act of a greater number is required by law or by these By-Laws.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors, and any new Directorship arising by reason of an increase in the number of Directors, and not filled by the members, shall be filled tempo-rarily by the Board of Directors. At the next annual meeting of the Society a Director shall be elected for the remainder of the unexpired term by the members.
Section 8. Action by Directors Without Meeting. Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board 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.
Article VII. Officers Section 1. Officers. The officers of the So-ciety shall be a president, one or more vice-presidents (the number thereof to be deter-mined by the Board of Directors), a secretary, a treasurer and such other offic-ers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of president, treasurer and secretary.
Section 2. Election and Term of Office. The president shall be elected from among the Directors by the voting membership of the Society for a term of two (2) years at the annual meeting. Other officers of the Socie-ty shall be elected annually by the Board of Directors at their first meeting after the an-nual meeting of members. New offices may be created and filled, or subsequently terminated, at any meeting of the Board of Directors. Each officer, including the president, shall hold office until a successor shall have been duly elected.
Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by a vote of at least six members of the Board of Directors whenever in its judgment the best interests of the Society would be served thereby.
Section 4. Vacancies. A vacancy in any office may be filled by the Board of Directors.
Section 5. President. The president shall (i) preside at all meetings and, as chief executive officer, perform the usual duties pertaining to that office, (ii) appoint such committees as deemed necessary for the proper administration of the Society and be, ex officio, a member of all such committees, and (iii) adopt such other modalities as deemed appropriate for the proper administration of the Society. The president may temporarily appoint an officer to fill a vacancy until such time as that appointment can be voted upon by the Board of Directors. The president may be removed by a vote of six ( 6) Directors whenever in their judgment the best interests of the Society would be served thereby and shall be removed automatically at the time he or she ceases to be a Director. In the event of a vacancy in the office of the president, the vice-president (or senior vice-president) shall serve as president until a new president shall have been elected or appointed.
Section 6. Vice President. The vice-president (or senior vice-president if there shall be more than one) shall have all the powers of the president and perform all the duties of the president in the absence of the president, except that he or she may not vote on behalf of the president at meetings of the Board of Directors. If there shall be more than one vice-president, their respective duties shall be determined by the Board of Directors.
Section 7. Secretary. The secretary shall act as clerk of the Board of Directors and shall record all votes and minutes of all proceedings in a book to be kept for that purpose. The secretary shall give, or cause to be given, notice of all meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or by the president. The secretary shall maintain the records of the Society, shall, as directed by the president, schedule and organize meetings of the Society, keep minutes of such meetings, and perform such other record keeping and correspondence as the Board of Directors or the president may direct.
Section 8. Treasurer. The treasurer shall be responsible for ensuring safe and efficient arrangements for the management of the Society’s financial affairs, the safe-guarding of its assets and the prompt discharge of its liabilities. The treasurer shall manage receipt and disbursement of the funds of the Society, as may be ordered by the Board of Directors, prepare full and accurate accounts thereof, and present to the president and Board of Directors at their meetings, or whenever required, an account of the transactions made. The treasurer shall also prepare annual financial statements of receipts and disbursements as well as financial assets and liabilities for presentation to members at the annual meetings of the Society.
Article VIII. Contracts, Checks, Deposits and Gifts Section 1. Contracts. The Board of Direc-tors may authorize any officer or officers, agent or agents of the Society, 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 Society, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by such officer or officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer or an assistant treasurer with the approval of the president or a vice-president of the Society.
Section 3. Deposits. All funds of the Society shall be deposited from time to time in the credit of the Society in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Society any contribution, gift, bequest or device for the general purposes or for any special purpose of the Society.
Article IX. Books and Records The Society shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, Board of Directors and committees having the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members. All books and records of the Society may be inspected by members, or their agents or attorneys, for any proper purpose at any reasonable time.
Article X. Fiscal Year The fiscal year of the Society shall begin on the first day of January and end on the last day of December in each year.
Article XI. Audit The Board of Directors shall arrange to have the accounts for each fiscal year audited by an independent auditor. The audited accounts and the opinion of the auditor thereon shall be made available to the Board of Directors and members of the Society. The auditor may be a member of the Society but may not be a member of the Board of Directors nor an officer of the Society.
Article XII. Dues The Board of Directors may determine from time to time the amount of dues payable to the Society.
Article XIII. Waiver of Notice Whenever any notice is required to be given under the provisions of the District of Columbia Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the By-Laws of the Society, 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 XIV. Amendment to By-Laws These By-Laws may be altered, amended or repealed and new By-Laws may be adopted only when approved by the members at a meeting of the Society.
(Updated 04/15/2011) |
