Article I. Purpose
The purpose of the American Bankruptcy Institute is to support the analysis of insolvency issues, both in the United States and internationally; to provide a source of education regarding these issues; and to serve as a forum for the exchange of ideas among participants in the insolvency process.
Article II. Offices
The principal office of the American Bankruptcy Institute (the “Institute”), a nonprofit corporation of the State of Virginia, shall be located in the State of Virginia. The Institute may have other offices, either within or without the State of Virginia, as the Board of Directors (the “Board”) may determine or as the affairs of the Institute may require from time to time. The Institute shall have and continuously maintain in the State of Virginia a registered office and a registered agent whose address is identical with such registered office as required by the Virginia Nonstock Corporation Act.
Article III. Members
Section 1. Classes of Members. The Institute shall have such classes of members as shall be designated by the Board. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:
Founding Members. Members that made a contribution of $1,000 or more to the Institute within one year prior to or after the date of adoption of the Institute’s initial By-Laws shall be deemed Founding Members and may have such other rights and benefits as determined by the Board from time to time. The names of the Founding Members are: Richard Gitlin, Judge William L. Norton, Jr., Mel Peters, Vernon Teofan, Chuck Vihon, David Vienna, L.E. Creel and Harry Dixon.
Members. Members are all persons who have requested membership and made any payment required by the Board in connection therewith. Members are entitled to such rights and benefits as the Board may determine.
Honorary Members. Members, who because of their qualifications and standing in the legislative branch, judicial branch or executive branch of government; in the field of law; or in commercial, financial, or academic endeavors, shall be made Honorary Members for such periods and entitled to such rights and benefits as may be determined by the Board from time to time.
Section 2. Election of Honorary Members. The Board may elect Honorary Members of the Institute. An affirmative vote of two-thirds of the Directors shall be required for election.
Section 3. Termination of Membership. The Board, by affirmative vote of two-thirds of all of the Directors in attendance at any meeting at which there is a quorum, or by written consent of the majority of all Directors, may terminate the membership of any member of the Institute, with or without cause. Absent a specific waiver by the Executive Committee, non-payment of dues after a period of fourteen months shall be deemed a voluntary resignation of membership.
Section 4. Resignation. Voluntary resignation as a member or from any Committee or as an Officer or Director shall be accomplished by tender of a written notification delivered to the Office of the Institute, any Officer of the Institute, or to its Executive Director.
Section 5. Transfer of Membership. Membership in the Institute may not be assigned or transferred.
Article IV. Board of Directors
Section 1. General Powers. The affairs of the Institute shall be supervised by its Board of Directors. The responsibility of the Board shall be to generally determine policy and planning, elect all Officers, elect Directors of the Institute, elect the four (4) at-large members of the Executive Committee and approve annual budgets proposed by the Executive Committee. Directors must be members of the Institute but need not be residents of the State of Virginia.
Section 2. Election, Removal, Number and Tenure. One-third of the Directors shall be elected at each Annual Meeting. The number of Directors shall be 60. Each Director shall hold office for a period of three years or until a successor shall have been elected and qualified. A Director, who is not a member of the Executive Committee, is eligible to be elected to the Board for one additional consecutive term. There shall be no limit on non-consecutive terms. There is no limit on the number of consecutive terms a Director may serve while serving as a Member of the Executive Committee. Any Director may be suspended but not removed, with or without cause, by the written consent or affirmative vote of nine (9) members of the Executive Committee whenever in their judgment the best interests of the Institute would be served thereby. Any Director may be removed, with or without cause, by affirmative vote of two thirds of the Directors in attendance at any meeting at which there is a quorum or by written consent of a majority of all Directors.
Section 3. Regular Meetings. The Board shall meet in the second calendar quarter of each and every calendar year (hereinafter referred to as the “Annual Meeting”) and in the fourth calendar quarter of each and every calendar year (hereinafter referred to as the “Winter Meeting”).
Section 4. Special Meetings. Special meetings of the Board may be called by a majority of all of the members of the Executive Committee at such time and place as fixed by such majority. Any action that may be taken at a special meeting may be taken through use of a conference telephone or other communications by means of which all persons participating in the meeting can effectively participate. Such participation shall be equivalent to attendance in person at such special meeting.
Section 5. Place of Meeting. The Management Committee may designate any place, within or without the State of Virginia, as the place for any Annual, Winter or Special Meeting. If no designation is made, or if a Special Meeting is otherwise called, the place of meeting shall be the registered office of the Institute in the State of Virginia.
Section 6. Notice. Notice of any special meeting of the Board, including the time and place of such meeting, shall be given at least ten (10) calendar days prior thereto by written notice delivered by overnight delivery or sent via United States mail and, to the extent available, shall also be sent by facsimile, electronic mail or similar electronic means to each Director at the address and/or numbers shown by the records of the Institute. Any notice not delivered by overnight delivery shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid. 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 on grounds that the meeting was allegedly not lawfully called or convened. Except as otherwise specified in these By-Laws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
Section 7. Quorum. Except as otherwise specified in these By-Laws, if one-half of the Directors are present at any meeting, it shall constitute a quorum for the transaction of business.
Section 8. 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, unless the act of a greater number is required by law or by these By-Laws.
Section 9. Vacancies. Any vacancy occurring in the Board and any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board.
Section 10. Compensation. Directors as such shall not receive any stated salaries for their services, but, by resolution of the Executive Committee, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any meeting of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Institute in any other capacity and receiving compensation therefor.
Section 11. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting 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.
Section 12. Executive Committee. Executive Committee. The Executive Committee shall have seventeen (17) members, consisting of the thirteen (13) Officers and the four (4) at-large members. The President is the presiding officer of the Executive Committee. The Executive Committee shall be responsible for the development and implementation of policy, suspension or removal or replacement of any officer or member of the Executive Committee (with or without cause), employment or termination of the Executive Director, proposal of an annual budget for presentation to the Board; and, except for fundamental changes to the Institute, shall exercise all of the powers of the Board between scheduled Board meetings, any such exercise to be treated as formal and final action by the Board without the necessity for later ratification or consent. For the purposes of this section, fundamental changes to the Institute shall mean merger or amalgamation by the Institute with another organization, the dissolution or winding up of the Institute, or other similar changes. Subject to ratification by the Board, and after consideration of nominations by the Nominating Committee, the Executive Committee shall fill any mid-term vacancy in the position of President-elect, any Vice President position and any at-large member of the Executive Committee. Any mid-term appointment pursuant to this Section 12 shall serve until the next Annual Meeting at which time the Nominating Committee shall nominate a person to be elected to a new term for the position, which nomination may be the mid-term appointee. The term of office for an at-large Executive Committee member is two (2) years. Each at-large member shall be elected by the Board at the Annual Meeting and will be eligible for election to one additional consecutive two-year term. There shall be no limit on non-consecutive terms. A quorum of the Executive Committee shall be nine (9) members. The Executive Committee shall meet in conjunction with the Annual and the Winter Meetings. Special Meetings may be called by the President, Chair, or any other three members of the Executive Committee. Meetings may be attended by all or any portion of the Executive Committee by telephone.
Section 13. Management Committee. There shall be a Management Committee consisting of the Chair, the President, the Immediate Past President, the President-elect and the Treasurer. The President shall be the presiding officer of the Management Committee. The Management Committee shall meet at least monthly. Meetings may be conducted by telephone. Management Committee meetings may be called by any member of the Management Committee or the Executive Director. Three (3) members shall constitute a quorum of the Management Committee. The Management Committee shall exercise all of the powers of the Executive Committee between Executive Committee meetings, except that the Management Committee shall not have the authority to engage or discharge the Executive Director; suspend or replace Officers, or Executive Committee members; or approve the Annual Budget. All decisions of the Management Committee, other than day-to-day operational decisions, must be ratified by the Executive Committee in order to be binding upon the Institute.
Article V. Officers
Section 1. Officers. The Officers of the Institute shall be the Chair, the President, the President-elect, the Immediate Past President, the Secretary, the Treasurer and the Vice Presidents of Membership Relations, Publications, Research, Education, International Activities, Development and Communications and Information Technology. The Executive Committee may appoint for a limited period of time not to exceed the next annual meeting of the Institute assistant officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, and such assistant officers shall not serve as members of the Executive Committee but shall have the authority to perform the duties prescribed, from time to time, by the Executive Committee. Except for the Chair, President, President-elect and Immediate Past President, all officers shall be eligible for election to two full consecutive two-year terms, which shall commence at the conclusion of the Annual Meeting during which they are elected. There shall be no limit on non-consecutive terms.
Section 2. Removal. Any Officer may be suspended, with or without cause, by the written consent or affirmative vote of eleven (11) members of the Executive Committee whenever in their judgment the best interests of the Institute would be served thereby. Any Officer or member of the Executive Committee may be removed with or without cause by affirmative vote of two-thirds of the Directors in attendance at any meeting at which there is a quorum or by written consent of a majority of all Directors.
Section 3. Chair. The Chair shall be the presiding officer of the Board of Directors. The Chair shall, in general, perform all duties incident to the office of Chair and such other duties as may be prescribed by the Board from time to time. The Chair shall serve a one-year term.
Section 4. President. The President shall preside at all meetings of the members and at all meetings of the Executive Committee, Nominating Committee and Management Committee. The President shall appoint the Chairs and Vice Chairs of the Member Committees and the members of any committees of the Board. The President may sign, with the Secretary or any other officer of the Institute authorized by the Executive Committee, any deeds, mortgages, bonds, contracts or other instruments which the Executive Committee has authorized to be executed. The President shall be responsible for the overall supervision of the Executive Director and, in general, shall perform all duties incident to the Office of President. The President shall serve a one-year term.
Section 5. President-elect. In the absence of the President at any function calling for an appearance by the President, the President-elect shall perform the duties of the President at that function. In the event of the President’s resignation, death, suspension, removal or refusal to act, the President-elect shall assume the office of President, with all of its powers, duties, and restrictions. The President-elect shall perform such other duties as from time to time may be assigned by the President or by the Executive Committee of the Board. The President-elect shall be elected for a one-year term at the Annual Meeting. At the completion of such one-year term, the President-elect shall become President without further action or vote.
Section 6. Immediate Past President. In the absence or resignation of the Chair, or in the event of removal, suspension, inability, incapacity or refusal to act, the Immediate Past President shall perform the duties of the Chair, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair. The Immediate Past President shall assist in the supervision of the business and affairs of the Institute. The Immediate Past President shall perform such other duties as may be prescribed by the President from time to time. The Immediate Past President shall serve a one-year term, and at the conclusion of such term shall become Chair without further action or vote.
Section 7. Vice President for Development. The Vice President for Development shall be responsible for the supervision of funding for the endowment fund and similar fund-raising projects. The Vice President for Development shall perform such other duties as assigned by the President from time to time.
Section 8. Vice President for Membership. The Vice President for Membership shall be responsible for the Institute’s membership efforts and services. The Vice President for Membership shall perform such other duties as assigned by the President from time to time.
Section 9. Vice President for Education. The Vice President for Education shall be responsible for the educational activities of the Institute. The Vice President for Education shall perform such other duties as assigned by the President from time to time.
Section 10. Vice President for Research and Grants. The Vice President for Research and Grants shall be responsible for the research activities of the Institute and grants from the Endowment Fund. The Vice President for Research and grants shall perform such other duties as assigned by the President from time to time.
Section 11. Vice President for Publications. The Vice President for Publications shall be responsible for the publications activities of
the Institute, including the Journal, the Law Review and other similar activities and shall perform such other duties as assigned by the President from time to time.
Section 12. Vice President for International Activities. The Vice President for International Activities shall be responsible for the international activities of the Institute, including international education programs and all other international relations and activities, and shall perform such other duties as assigned by the President from time to time.
Section 13. Vice President for Communications and Information Technology. The Vice President for Communications and Information Technology shall be responsible for the information technology, internet interface and media relations activities of the Institute, including design and content, statistics and information to be made available on the internet, promotion of the Instituteâ€™s mission by promoting media relations, services to the media and education on media relations to Institute Members. The Vice President for Communications and Information Technology shall perform such other duties as assigned by the President from time to time.
Section 14. Treasurer. The Treasurer shall review the preparation and maintenance of the financial records of the Institute. If required by the Executive Committee, the Treasurer shall give a bond for the faithful discharge of duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer or a designee: shall have charge and custody of and be responsible for all funds and securities of the Institute; receive and give receipts for moneys due and payable to the Institute from any source whatsoever, and deposit all such moneys in the name of the Institute in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these By-Laws; and in general perform all the duties incident to the Office of Treasurer. The Treasurer shall perform such other duties as assigned by the President from time to time.
Section 15. Secretary. The Secretary or a designee shall keep the minutes of the meetings of the members, the Executive Committee Meetings and Board meetings; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records of the Institute and ensure that the seal of the Institute is affixed to documents as required by law; ensure that the Institute maintains a register of the contact information as furnished by its members; and in general perform all duties incident to the Office of Secretary. The Secretary shall perform such other duties as assigned by the President from time to time.
Section 16. Assistant Treasurers and Assistant Secretaries. If required by the Executive Committee, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned by the Treasurer, the Secretary, the Chair or the President.
Section 17. Nominating Committee. The President and President-elect shall be members of a seven-person Nominating Committee, and each shall appoint two Directors, thus constituting six of the seven persons. The seventh person may be the Chair or such Director as the Chair may appoint in its stead. Except for the President, President-elect and Chair, members of the Nominating Committee shall not be Executive Committee members. All such appointments shall be for a one-year term. The President shall serve as Chair of the Nominating Committee. The Nominating Committee shall make nominations for Directors, Officers and Executive Committee members, including any nominees to fill vacancies in any position.
Article VI. Member Committees
Section 1. Committees. Member Committees and Task Forces shall be created by the Executive Committee in order to advance the purpose of the Institute. The Executive Committee may limit the membership of any Member Committee or task force to aid in its orderly functions. The powers and authority of each Member Committee shall be limited to those powers delegated by the Executive Committee.
Section 2. Chairs and Vice Chairs. Except to the extent provided otherwise by these By-Laws, the President shall appoint the chairs and vice chairs of Member Committees and task forces.
Section 3. Vacancies. Vacancies in the membership of any committee, task force or the chair and/or vice chair of any member committee or task force may be filled in the same manner as provided in the case of the original appointments.
Section 4. Quorum. Unless otherwise provided by the Executive Committee, or these By-Laws, a majority of the committee members present 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.
Section 5. Rules. Each committee may adopt rules for its own governance not inconsistent with these By-Laws or with rules adopted by the Board.
Article VII. Contracts, Checks, Deposits and Funds
Section 1. Contracts. The Executive Committee may authorize any officer or officers, agent or agents of the Institute, 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 Institute, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Institute shall be signed by such Officer or Officers, agent or agents of the Institute and in such manner as shall from time to time be determined by resolution of the Executive Committee. In the absence of such determination by the Executive Committee, such instruments shall be signed by the Executive Director, the Treasurer or an Assistant Treasurer and countersigned by any Officer of the Institute.
Section 3. Deposits. All funds of the Institute shall be deposited from time to time to the credit of the Institute in such banks, trust companies or other depositories as the Executive Director, the President, the Treasurer or Executive Committee may select.
Section 4. Gifts. The Board or the Executive Committee may accept on behalf of the Institute any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Institute.
Section 5. Endowment Fund. Funds contributed to the Institute and designated for the Endowment Fund shall be unrestricted assets of the Institute, available for expenditure for any purpose authorized by the corporate charter, these By-Laws, and applicable law. Notwithstanding the unrestricted nature of the funds contributed to the Institute and designated for the Endowment Fund, such funds shall be kept in one or more accounts that are segregated from other funds of the Institute. The Executive Committee is authorized to direct the investment of the Endowment Fund and shall designate by continuing or by annual resolution the income that may be expended by the designated committee for purposes defined in a Mission Statement approved by the Board of Directors. Expenditure of the principal (but not interest thereon) of Funds contributed to the Institute and designated for the Endowment Fund shall require a 2/3 vote of the Board of Directors.
Article VIII. Books and Records
The Institute shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board and committees having any of the authority of the Board, and shall keep at the registered or principal office a record giving the names and addresses of the members. All appropriate books and records of the Institute shall be subject to outside audit by an independent auditor appointed by the Executive Committee.
Article IX. Fiscal Year
The fiscal year of the Institute shall begin on the first day of January and end on the last day of December in each year.
Article X. Dues
Section 1. Annual Dues. The Board may determine from time to time the amount of dues payable to the Institute by members.
Section 2. Payment of Dues. Dues shall be payable on an annual basis and be renewable at the end of a twelve (12) month period of time.
Section 3. Default and Termination of Membership. When any member of any class shall be in default in the payment of dues for a period of fourteen (14) months from the beginning of the period for which such dues become payable, membership may be terminated in the manner provided for in these By-Laws.
Article XI. Seal
The Board shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal American Bankruptcy Institute.”
Article XII. Waiver of Notice
Whenever any notice is required to be given under the provisions of the Virginia Nonstock Corporation Act or under the provisions of the articles of incorporation or the By-Laws of the American Bankruptcy Institute, 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 XIII. Executive Director
The Executive Committee shall hire an Executive Director who shall be responsible for the daily operations of the Institute, including without limitation the engagement and termination of administrative personnel.
Article XIV. Amendments to By-Laws
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted only by a two-thirds majority of the directors present at any regular meeting or at any special meeting of the Board, if at least ten (10) days’ notice is given of intention to alter, amend or repeal or to adopt new By-Laws at such meeting, which notice shall set forth the substance of the proposed action.