Bylaws revised October 15, 2023. Effective May 1, 2024
The corporate name of this corporation (hereinafter referred to as the “Corporation”) is the Berkshire Conference of Women Historians, Inc.
Nonprofit Purpose. The Corporation is organized exclusively for charitable, educational, and other related purposes, as set forth in the Corporation’s Articles of Incorporation.
Specific Purposes. Formed in 1930, the Corporation is an academic organization which promotes the professional interests of women historians and their allies, to facilitate the exchange of ideas and to foster friendship among women historians and their allies, and to sponsor conferences and other activities which promote the study of history, particularly the histories of women, sexualities, and genders.
Definition of Members. The following people shall be eligible for membership in the Corporation:
- Holders of Doctoral or Masters degrees in the study of history and related fields;
- Teachers of history or related disciplines;
- Graduate and undergraduate students studying in the field of history or related disciplines; and
- Any other people engaged in the professional practice of history or related disciplines.
Membership Dues. The members of the Corporation (each a “Member” and, together, the “Members”) shall be required to pay annual dues in such amounts as shall be determine annually by the Executive Committee. The membership year runs from January 1 thru December 31. Any Member who has not paid their dues after payment was due may be eliminated from the membership rolls of the Corporation.
Additional Members. The Officers of the Corporation are authorized to accept additional Members upon submission of satisfactory evidence or statements that the applicant qualifies for membership and upon payment of the dues then due. There shall be no limit on the number of Members.
Location. The principal office of the Corporation shall be located within or without Maryland, at such place as the Executive Committee shall from time to time designate. The Corporation may maintain additional offices at such other places as the Executive Committee may designate. The Corporation shall continuously maintain within the State of Maryland a registered office at such place as may be designated by the Executive Committee.
Election and Composition of the Board of Trustees. The Trustees shall be nominated by the Nominating Committee (defined below) and shall be elected by the Members of the Corporation at the Annual Meeting. Consistent with the Articles of Incorporation, the Corporation must have at least three (3) Trustees. The exact number of Trustees on the Board of Trustees shall be fixed from time to time by resolution of the Board of Trustees. The Trustees shall have staggered terms of three years. No decrease in the number of Trustees shall have the effect of shortening the term of any incumbent Trustee.
Power and Qualification of the Board of Trustees.
(a) All corporate powers shall be exercised by, or under the authority of, and the business of the Corporation shall be managed under the direction of the Board of Trustees. The Corporation is required to maintain a Board of Directors under Maryland General Corporation Law. The Corporation established a Board of Trustees in its Articles of Incorporation, and the Board of Trustees acts as the Corporation’s Board of Directors and possesses all powers the Board of Directors must retain under applicable Maryland law.
(b) In addition to the powers expressly conferred upon them by these Bylaws, the Trustees may exercise all the powers of the Corporation not reserved to the Members by the Articles of Incorporation, by these Bylaws, or by law. From time to time, the Trustees may delegate to the Officers of the Corporation such powers and duties as they may see fit in addition to those specifically provided for in these Bylaws.
Meetings. The Board of Trustees shall meet with the Board of Officers (defined below) before each Annual Meeting. Other regular meetings shall be held on such dates and at such times as may be designated from time to time by the President, or co-Presidents, or by a majority of the Trustees. Notice of the place, day and hour of every meeting shall be given to each Trustee.
(a) Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the Trustees may participate in their meetings by means of conference telephone or by any means of communication by which all Trustees participating may hear one another during the meeting. A Trustee participating in a meeting by this means is deemed to be present in person at the meeting.
Informal Action by Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the Board of Trustees may be taken without a meeting if a unanimous written consent which sets forth the action is (i) signed by each Trustee and (ii) filed with the minutes of proceedings of the Board. The Consent is not effective until the last Trustee has signed the consent.
Quorum. A majority of the Trustees shall constitute a quorum for the transaction of business at every meeting; but if at any meeting there be less than a quorum present, a majority of those present may adjourn the meeting without notice other than by announcement at the meeting, until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. Except as otherwise provided in the Articles of Incorporation or these Bylaws, the action of a majority of the Trustees present at a meeting at which a quorum is present shall be the action of the Trustees.
Vacancies. The Nominating Committee shall nominate a candidate to fill any vacancy required to be filled in order for the Corporation to conduct business in the ordinary course as determined by the remaining Trustee(s). A Trustee nominated to fill a vacancy shall serve until the next Annual Meeting, at which time the Members shall elect a Member to fill the balance of the unexpired term, if any.
Removal of Trustees. A Trustee may be removed from office with or without cause at any meeting of the Trustees if the removal is approved by a majority of the other Trustees. The resulting empty Trustee position is treated as a vacancy, which shall be filled in accordance with Section 5.06. Members, at any meeting of the Members called in the appropriate manner, may by the affirmative vote of a majority of all the votes entitled to be cast for the election of a Trustee, remove a Trustee from office and may elect a successor to fill any resulting vacancy for the remainder of her or their term.
Resignations. A Trustee may resign at any time by delivering written notice to the President or Co-Presidents, as applicable, or to the Secretary of the Corporation. Such resignation shall take effect when such notice is delivered, unless the notice specifies a later effective date. No acceptance of such resignation shall be necessary to make it effective.
Compensation. Trustees shall receive no compensation for their services as such but may, by resolution of the Executive Committee, be allowed reimbursement for their expenses actually and reasonably incurred on behalf of the Corporation.
Committees. The Board of Trustees or the Executive Committee (described below) may, by resolution, constitute and appoint one or more committees (each, a “Committee”) to perform duties and functions as the Board of Trustees or the Executive Committee may determine from time to time in its discretion. Standing Committees shall include the Executive Committee and the Nominating Committee, and the Corporation may also have a Book Prizes Committee, Article Prizes Committee, Program Committee, Subvention Committee, Graduate Student Committee, and such other Committees as may be determined by the Board of Trustees or the Executive Committee. Notwithstanding the foregoing, no Committee shall have the authority to act on any matters that the Board of Trustees is not permitted to delegate under Section 2-411(a)(2) of the Maryland General Corporation Law, including without limitation, the authority to alter, amend or repeal these Bylaws. Except as noted for the Executive Committee in Section 6.02, Committees may not act on behalf of the Board of Trustees unless the Board of Trustees has delegated authority to a Committee to do so and the Committee has only Trustees as members. Committees shall make recommendations to the Board of Trustees or the Executive Committee related to the Committee’s designated area of interest.
(a) Constitution and Authority of Committees. All Members that are eligible to vote are eligible to serve on Committees, unless otherwise specified in these Bylaws or as determined by the Executive Committee. In addition, the guidelines set forth in this Section 6.02 shall apply to certain Committees, which guidelines the Board of Trustees may modify or supplement in its discretion from time to time, subject to the limitations set forth in Section 6.01.
(b) Executive Committee. The Executive Committee shall consist of the Board of Trustees and the Board of Officers (defined below), with the Executive Administrator (defined below) serving as a non-voting member of the Executive Committee. The Executive Committee shall have all of the powers of the Board of Trustees in the management of the business and other affairs of the Corporation, except that the Executive Committee shall have no authority to act on any matter requiring a vote of the Board of Trustees or any matters that the Board of Trustees is not permitted to delegate under Section 2-411(a)(2) of the Maryland General Corporation Law. A quorum for the transaction of business shall be a majority of the voting members of the Executive Committee. The procedures set forth in Sections 5.03 through 5.08 shall be applicable to the Executive Committee.
(c) Nominating Committee. The Nominating Committee members shall be recommended by the President or Co-Presidents and shall be formally elected by the Members at any meeting of the Members. The Nominating Committee, in consultation with the Board of Officers, may nominate individuals to serve on the Board of Trustees and to serve as Chairs of the other Committees of the Corporation. The Nominating Committee must make its nominations three months after soliciting recommendations from the Members. Members are permitted to recommend others or themselves for Officer, Trustee, or Committee positions.
(d) Graduate Student Committee. The Graduate Student Committee shall consist of voting Members who are graduate students.
Appointment and Term of Office. Other than the Executive Committee and the Nominating Committee, the members of which are nominated and appointed as provided in Section 6.02 above, the Chair and each member of every Committee shall be appointed and continue in office at the pleasure of the Board of Trustees, if a Committee is constituted by the Board of Trustees, or the Executive Committee, if a Committee is constituted by the Executive Committee, for one term of three (3) years and six months. The term begins at the Big Berks, and ends three years and six months later. The last six months is an overlapping transition period. Members of a Committee can be elected to serve for no more than two terms on the same Committee, after which the Nominating Committee will nominate individuals to replace them and the Board of Trustees or the Executive Committee, as the case may be, shall accept or reject such nominations in their discretion.
Chair. One or more members of each Committee shall be appointed Chair or Co-Chairs by either the Board of Trustees, if a Committee is constituted by the Board of Trustees, or Executive Committee, if a Committee is constituted by the Executive Committee, or in such other manner as the Board of Trustees or Executive Committee may prescribe.
Quorum. Unless otherwise provided in the resolution of Board of Trustees or Executive Committee, as applicable, a majority of the whole Committee 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.
Rules. Each Committee may adopt rules for its own governance not inconsistent with the Articles of Incorporation, these Bylaws, rules of the Board of Trustees, or with any applicable law of the State of Maryland.
Power and Qualification of the Officers. The Officers of the Corporation shall consist of the Co-Presidents or President, Co-Vice Presidents or Vice President, a Secretary, and a Treasurer (each, an “Officer” and together, the “Board of Officers”). Each Officer is part of and will have voting rights on the Executive Committee. The Executive Committee may from time to time appoint such other agents and employees, with power and duties as the Executive Committee may deem proper and as allowed by the Articles of Incorporation, these Bylaws, and Maryland law. Any two or more offices may be held by the same person.
President or Co-Presidents. The President or Co-Presidents, as the case may be, shall be the Chief Executive Officer(s) of the Corporation. The President or Co-Presidents shall preside over any meeting of the Executive Committee. They shall have general management and direction of the activities of the Corporation and all powers ordinarily exercised by a President or Chief Executive Officer of a corporation. The President or Co-Presidents shall have authority to employ an administrator or such other persons, at salaries fixed by resolution of the Board of Trustees, to assist them in the general management and direction of the activities of the Corporation. They shall have the authority to sign and execute, in the name of the Corporation, all deeds, mortgages, bonds, contracts, or other instruments to be executed on the Corporation’s behalf. The President or Co-Presidents shall hold office for a term of three years and six months or until their successor is elected and qualified.
Vice President. In the absence of a President or Co-Presidents or in the event of their inability or refusal to act, a Vice President shall perform the duties of the President; if multiple Vice Presidents are appointed, the Co-Vice President with the designated higher seniority or, if there is no designated seniority, first elected shall have priority. When a Vice President is acting as President, the Vice President hall have and may exercise all the powers of the President. Any Vice President shall perform such other duties as from time to time may be assigned to them by the President or Co-Presidents or by the Board of Trustees or Executive Committee. Each Vice President shall hold office for a term of three years and six months or until their successor is elected and qualified.
Secretary. The Secretary shall keep minutes at the Annual Meetings and meetings of the Executive Committee, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to them by the Executive Committee. The Secretary shall distribute annual reminders for the membership. In the event that there is an absence of a Co-President and a Co-Vice President is unable or refuses to serve as Co-President, the Secretary shall perform the duties of a Co-President. The Secretary shall hold office for a term of three years and six months or until their successor is elected and qualified.
Treasurer. The Treasurer shall have charge and custody of all funds and securities of the Corporation, receive and give receipts for monies due to the Corporation, and deposit all such monies in the name of the Corporation in such banks or other depositories as shall from time to time be selected by the Executive Committee. In general, the Treasurer shall perform all the duties incident to the office of the Treasurer (including, without limitation, the authority to sign and executed, in the name of the Corporation, all deeds, mortgages, bonds, contractors or other instruments to be executed on the Corporation’s behalf and pertaining to the Corporation’s finances or financial matters) and such other duties as from time to time may be assigned to them by a Co-President, the Board of Trustees or the Executive Committee. The Treasurer shall oversee the financial work of the Executive Administrator. The Treasurer shall hold office for a term of three years and six months or until their successor is elected and qualified.
Executive Administrator. The Executive Administrator shall be a paid employee of the Corporation and as such is not considered an officer. However, they attend and participate in the meetings of the Officers and the Executive Committee. The Executive Administrator shall assist the Board of Trustees and the Executive Committee in daily operation of the Corporation and in the planning and execution of the annual meetings and triennial conferences. The Executive Administrator shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be the custodian of the corporate records and of the seal of the Corporation.
Election and Composition of the Board of Officers. The Officers, except for the Executive Administrator, shall be nominated by the Nominating Committee and appointed by affirmative vote of the Members during Big Berks (defined below) as a “slate” of candidates.
Vacancies. The Nominating Committee shall have the power to fill a vacancy occurring in the Board of Officers that cannot remain vacant in order for the Corporation to conduct business in the ordinary course as determined by the remaining members of the Board of Officers. Any Officer elected to fill a vacancy shall serve until the next Annual Meeting, at which time the Members shall elect a member to fill the balance of the unexpired term, if any.
Removal of Officers. The Board of Trustees shall have the power to remove any Officer with or without cause. In addition, Members, at any meeting of the Members called in the appropriate manner, may by the affirmative vote of a majority of all the votes entitled to be cast for the election of an Officer, remove an Officer from office and may elect a successor to fill any resulting vacancy for the remainder of her or their term.
Resignations. An Officer may resign at any time by delivering written notice to the President, a Co-President, or to the Secretary of the Corporation. Such resignation shall take effect when such notice is delivered, unless the notice specifies a later effective date. No acceptance of such resignation shall be necessary to make it effective.
Compensation. Officers shall receive no compensation for their services as such but may, by resolution of the Board of Trustees, be allowed reimbursement for their expenses actually and reasonably incurred on behalf of the Corporation.
Annual Meeting. There shall be at least one annual meeting of the Members (“Annual Meeting”), which may occur at any meeting including the Big Berks or Little Berks (each defined below).
Big Berks. The Co-Presidents or President shall be responsible for the organization of the triannual Berkshire Conference on the History of Women, Sexualities, and Genders (each such meeting, called “Big Berks”). The Co-Presidents or President shall be responsible for determining the theme and setting for the Big Berks, including the venue. The Co-Presidents or President select the Chair or Co-Chairs of the Program Committee for Big Berks and determine the composition of the Program Committee, including any chairs for subcommittees of the Program Committee. The Annual Meeting may take place at the Big Berks.
Little Berks. The Co-Presidents or President shall be responsible for the organization of annual meetings of Members of the Corporation that take place during each year that the Big Berks does not occur (each such meeting, called “Little Berks”). The Little Berks is typically a smaller conference than the Big Berks. The Annual Meeting may take place during the Little Berks, and preparatory meetings for the Big Berks may be held at the same time as Little Berks. The Co-Vice Presidents shall be responsible for determining the theme and venue for Little Berks.
Special Meetings. Any time between Annual Meetings, a special meeting of the Members may be called by request in writing delivered the Secretary by (a) the Board of Trustees, (b) the Board of Officers, (c) the Executive Committee, or (d) Members constituting not less than twenty-five percent (25%) of all Members of the Corporation entitled to vote at a meeting. Upon receipt of request for a special meeting by any of the foregoing, it shall be the duty of the Secretary to call forthwith a special meeting of the Members. Such request shall state the purpose of the meeting and the matters proposed to be acted on thereat and no other business shall be transacted at any such special meeting. If the Secretary fails to send notice of a special meeting requested by the Members (unless such failure is excused by law), the Members who signed the request for the meeting may, by a majority vote of such Members, agree on a time, place, and hour for such meeting and may send notice of such meeting to all Members of the Corporation.
Notice of Annual or Special Meeting. Notice of each Annual Meeting or any special meeting of the Members shall be given in writing, including via email or other electronic means, to all Members by or at the direction of the Secretary at least ten (10) but no more than ninety (90) days prior to the date of the meeting. The notice of the Annual Meeting or any special meeting shall state the place, date and hour of the meeting and shall indicate the purpose or purposes for which the meeting is being called, provided that with respect to each Annual Meeting, such notice shall not limit the actions the Members may take at such meeting.
Voting. A majority of the votes cast at a meeting of the Members, duly called, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting unless more than a majority of votes cast is required by statute or the Articles of Incorporation. All Members who have paid dues as of the date of any meeting which were due and payable prior to the date of said meeting and are otherwise Members in good standing shall be entitled to vote at meetings.
Notice to Members. Whenever by law or these Bylaws notice is required to be given to any Member, such notice shall be in writing and may be given to each Member (i) by leaving the same with their or at their residence or usual place of business; (ii) by mailing it, postage prepaid, and addressed to her at her address as it appears on the books of the Corporation; or (iii) by email, if an email address has previously been provided by such Member to the Corporation. Such leaving or sending of notice shall be deemed the time of giving such notice.
Notice to Trustees and Officers. Whenever by law or these Bylaws notice is required to be given to any trustee or officer, such notice may be given in any one of the following ways: (i) by personal notice to such trustee or officer; (ii) by telephone communication with such trustee or officer personally; (iii) by email, if an email address has previously been provided by such Member to the Corporation; or (iv) by depositing the same in writing in the post office or in a letter box in a postage paid, sealed wrapper addressed to such trustee or officer at her address as it appears on the books of the Corporation. The time when such notice shall be sent or consigned to a communication company for delivery shall be deemed to be the time of the giving of such notice.
Waiver of Notice. Waiver of notice to any Member, Trustee, or Officer of the time, place and/or purpose of any meeting of Members, Trustees, or Officers required by these Bylaws may be dispensed with if such Member or Trustee, as the case may be, shall either attend in person or by proxy, or if such Member, Trustee, or Officer shall attend in person, or if such absent Member or Trustee shall, in writing (including, without limitation, email correspondence) filed with the records of the meeting either before or after the holding thereof, waive such notice.
Fiscal Year. The fiscal year of the Corporation shall be the calendar year or such other period as may be fixed by the Board of Trustees or Executive Committee.
Amendments. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by an action of the Board of Trustees at any meeting called for that purpose.
Indemnification. The Corporation shall indemnify any Trustee or Officer made party to any proceeding by reason of service in that capacity to the maximum extent permissible by Maryland law, unless (i) it is established that the act or omission of the person was material to the matter giving rise to the proceeding and was either (a) committed in bad faith or (b) the result of active and deliberate dishonesty, (ii) the director actually received an improper personal benefit in money, property, or services, or (iii) in the case of any criminal proceeding, the director had reasonable cause to believe that the action or omission was unlawful. Indemnification may be against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the Trustee or Officer in connection with the proceeding. However, if the proceeding was one by or in the right of the Corporation, indemnification may not be made in respect of any proceeding in which the director shall have been adjudged to be liable to the Corporation. The termination of any proceeding by judgment, order, or settlement does not create a presumption that the Trustee or Officer did not meet the requisite standard of conduct. The termination of any proceeding by conviction, or a please of nolo contendere or its equivalent, or an entry of any order of probation prior to judgement, creates a rebuttable presumption that a Trustee or Officer did not meet that standard of conduct. The Corporation does not, and cannot by law, indemnify a Trustee or Officer or advance expenses for a proceeding brought by that Trustee or Officer against the Corporation, except (i) for a proceeding brought to enforce indemnification under this section or by law, or (ii) if the Articles of Incorporation or Bylaws of the Corporation, a resolution of the Board of Trustees, or an agreement approved by the Board of Trustees to which the Corporation is a party expressly provide otherwise.
Purpose. The purpose of the conflict of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interests of an Officer, Committee Member or Trustee of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable corporations.
Section XI.02 Definitions.
(a) Interested Person. Any Trustee, Officer, or Committee Member with delegated powers as provided in this Bylaws who has a direct or indirect financial interest, as defined below, is an interested person. If a person is an interested person with respect to any entity with which the Corporation is affiliated, he or she is an interested person with respect to the Corporation.
(b) Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment or family–
(1) an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement, or
(2) a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or
(3) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 11.03(b), a person who has a financial interest may have a conflict of interest only if the Board of Trustees or appropriate Committee decides that a conflict of interest exists.
Section XI.03 Procedures.
(a) Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the Trustees, Officers, or Committee Members delegated powers as provided in this Bylaws considering the proposed transaction or arrangement.
(b) Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the meeting of the Trustees, Officers, or Committee Members while the determination of a conflict of interest is discussed and voted upon. The remaining Trustees, Officers, or Committee Members shall decide if a conflict of interest exists.
(c) Procedures for Addressing the Conflict of Interest.
(1) An interested person may make a presentation at the Board of Trustees or Committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.
(2) The chairperson of the Board of Trustees, Board of Officers, or Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(3) After exercising due diligence, the Board of Trustees, Board of Officers or Committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
(4) If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board of Trustees, Board of Officers or Committee shall determine by a majority vote of the disinterested Trustees or Committee members whether the transaction or arrangement is in the Corporation’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
(d) Violations of the Conflicts of Interest Policy.
(1) If the Board of Trustees, Board of Officers, or Committee has reasonable cause to believe that a Trustee, Officer, or Committee Member has failed to disclose actual or possible conflicts of interest, it shall inform such person of the basis for such belief and afford such person an opportunity to explain the alleged failure to disclose.
(2) If, after hearing the response of such person and making such further investigation as may be warranted in the circumstances, the Board of Trustees, Board of Officers, or Committee determines that such person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings. The minutes of the Board of Trustees and all Committees with delegated powers as provided in these Bylaws shall contain–
(a) the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Trustees’ or Committee’s decision as to whether a conflict of interest in fact existed; and
(b) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.
Section XI.05 Compensation.
(a) A voting member of the Board of Trustees or Executive Committee who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
(b) A voting member of any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
(c) No voting member of the governing board or any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any Committee regarding compensation.
Annual Statements. Each Trustee, Officer, and Committee Member with delegated powers as provided in these Bylaws shall annually sign a statement which affirms that such person–
(a) has received a copy of the conflicts of interest policy,
(b) has read and understands the policy,
(c) has agreed to comply with the policy, and
(d) understands that the Corporation is a charitable tax-exempt corporation and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Periodic Reviews. To ensure that the Corporation operates in a manner consistent with its charitable tax-exempt purposes and that it does not engage in activities that could jeopardize its status as a corporation exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
(a) Whether compensation arrangements and benefits are reasonable and the result of arm’s-length bargaining.
(b) Whether partnership and joint venture arrangements and arrangements with management service organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further the Corporation’s charitable purposes and do not result in inurement or impermissible private benefit.
Use of Outside Experts. In conducting the periodic reviews provided for in Section 11.07, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of Trustees or Executive Committee of its responsibility for ensuring that periodic reviews are conducted.
