BY-LAWS
THE AMERICAN RUSSIAN LAW INSTITUTE, INC.
a not-for-profit organization
———————
1.00 NAME AND REGISTERED OFFICE
1.01 The name of this non-profit Delaware
corporation is American Russian Law Institute, Inc. (hereinafter referred to as “The
Institute”)
1.02 The address of the registered office of this corporation
is: c/o XL Corporate Services, Inc., 15 East North Street, County of Kent, Dover, DE
19901.
1.03 The principal place of business of the Institute is 250
West 57 Street, Suite 916, New York, New York 10107, or such other place that the Board of
Directors may determine in the future, based upon the Institute’s needs.
2.00. PURPOSE
2.01 The Institute is organized exclusively for charitable,
educational and scientific purposes, including, for such purposes, the making of
distributions to organizations under Section 501(c)(3) of the Internal Revenue Code (or
corresponding section of any future Federal law. The Institute shall not be operated for
profit, and no part of the assets or net earnings of the Institute shall inure to the
benefit of, or be distributed to its members, trustees, directors, or any private
individual, except that the corporation shall be authorized and empowered to pay a
reasonable compensation for services rendered and to make payments and distributions in
furtherance of the Corporations Sec. 501(c)(3) purposes.
2.02 The Institute shall engage in activity (including
academic research, education and reporting newsworthy events) aimed at fostering better
understanding and cooperation between legal communities of the United States and Russia.
The Institute shall assist in providing US lawyers, legal scholars and political and
business leaders direct access to Russian legislation and better understanding of the
modern legal realities in the Russian Federation. The Institute will promote the
clarification and simplification of the law in the Russian Federation and its better
adaptation to social needs, to secure the better administration of justice, and to
encourage and carry on scholarly and scientific legal work.
2.03 No part of the activities of the Institute shall be
carrying on propaganda, or otherwise attempting to influence legislation other than
through making available the results of nonpartisan analysis, study, or research. But the
Institute may assist Russian academic legal community, legislators and regulators in
drafting the legislation and administrative rules that are consistent with the policies of
the US Government and international public institutions, such as the International
Monetary Fund (IMF), the World Bank and European Bank for Reconstruction and Development
and are aimed at expediting the integration of Russia into world legal and financial
systems.
2.04 The Institute shall not participate in, or intervene
(including the publishing or distribution of statements) in any political campaign on
behalf of (or in opposition to) any candidate for public office.
2.05 Notwithstanding any other provision of these Bylaws, The
Institute, or its members, officers, employees, members of the Board of Directors or
representative shall not advise, assist in drafting or encourage passage of any law or
regulation in Russia or anywhere else for any private commercial or political gain or that
is in any way inconsistent with the stated policies of the US Government.
3.00 MEMBERSHIP
3.01 The membership shall be comprised of legal professionals
of the US and Russia and such other interested persons and entities who apply for the
membership and are accepted by vote of the Board of Directors.
3.02 The membership is to be composed primarily of elected
members, the number of whom the Board of Directors may fix from time to time with the
approval of the membership. The Board of Directors may establish the qualifications and
privileges of additional classes of membership in accordance with qualifications and
procedures it prescribes, subject to these Bylaws.
3.03 The Board of Directors may provide for terminating
membership or reclassifying members who fail to participate in the work of the Institute
during three consecutive years, or who have defaulted on their dues, or for any other good
cause as determined by the Board of Directors.
3.04 The standing Committee on Membership shall consists of
at least three members of the Board of Directors who are appointed annually by the
President. The Board of Directors prescribes this Committee’s duties and authority.
3.05 To become an elected member, a person must apply in
writing and recommended by the Committee on Membership. The Board of Directors may impose
additional membership requirements.
3.06 It is the policy of the Institute that no person shall
be discriminated against, excluded from participation, or denied benefits, on the basis of
race, color, religion, national origin or ancestry, age, sex, sexual preference, marital
status or handicap.
4.00 DUES
4.01 Membership dues and fees shall be recommended by the
Board of Directors and shall be approved by the general membership at the annual meeting.
Any change in the dues structure requires approval by the membership.
5.00 THE BOARD OF DIRECTORS
5.01 The Board of Directors manages the affairs of the
Institute, including the investment and disposition of its funds and other property. The
Board of Directors is authorized to make rules not inconsistent with the Bylaws.
5.02 Without limitation upon the generality of that
authority, the Board of Directors has the power:
To determine projects, programs, and activities to be
undertaken by the Institute, either alone or jointly with other organizations, including
government agencies;
To accept gifts, grants, and contributions with or without
condition;
To sell, lease, or otherwise dispose of any Institute
property, to invest its property in real estate, stocks, bonds, loans, or other
securities, as it considers advisable, and to employ agents and advisers and appoint
trustees or others to manage or give advice on the Institute’s investments;
To provide that securities and other property of the
Institute be registered or held in the name of agents, trustees, or nominees;
To deposit funds in one or more banks;
To make contracts and commitments and to establish insurance,
pension, deferred- compensation, and other benefit plans;
To appoint agents, employ professional and other personnel,
and prescribe their duties and authority; and,
To disburse Institute funds.
5.03 The members of the Board of Directors are elected from
the Institute’s membership by the members at annual meetings. The Board of Directors
consists of at least three (3). members. The term of each Board of Directors member is one
(1) year.
5.04 The Board of Directors may, from time to time, increase
the number of Board of Directors members above by any number up to the number of members
who have reached 70 years of age. The Board of Directors determines the existing classes
to which these additional members are to be assigned.
5.05 The Board of Directors may temporarily fill a vacancy in
its membership until the next annual meeting, when the Institute members may fill the
vacancy for the unexpired term.
5.06 No member of the Board of Directors may receive any
compensation from the Institute. However the Executive Board may, at its sole discretion
opt to reimburse any director for reasonable out of pocket expenses incurred on behalf of
the Corporation in furtherance of its stated objectives and purposes. Members of the
Executive Board and Officers, employed by The Institute at least 30 hours a week will
receive reasonable compensation for their services, approved by the Board of Directors and
the Executive Board, provided that the Corporation is financially able to afford this
compensation.
5.07 The Board of Directors may create an Executive Committee
of Board of Directors members and provide it with designated Board of Directors authority
and powers, except as to matters that these Bylaws require to be approved by a majority of
the Board of Directors.
5.08 The Board of Directors may appoint or authorize the
appointment of other committees and prescribe their duties and authority. The President
may designate Board of Directors members to attend a meeting of the Executive Committee,
and may designate Institute members to attend meetings of other committees in place of
regular committee members who are unable to attend.
5.09 The Board of Directors meets at least once a year.
5.10 Two-thirds of the Board of Directors members eligible to
vote constitutes a quorum for a Board of Directors meeting, but one-third need not be
present at all times. A majority vote on any question at a duly organized meeting, except
when the Bylaws require action by a majority of the Board of Directors, is effective as
the Board of Directors’s action.
5.11 Any action that may be taken by the Board of Directors
or any committee at a meeting may be taken without a meeting by approval of a majority of
the Board of Directors or of the committee voting in written or electronic form. But the
Institute’s real property must not be leased, mortgaged, or sold unless authorized by a
majority of the Board of Directors at a meeting called for the purpose.
6.12 The Board of Directors may establish procedures for
carrying out the provisions of this Bylaw and has final authority to interpret and apply
it.
6.00 OFFICERS and DIRECTORS
6.01 The Institute’s officers are a president, one or more
vice-presidents as the Board of Directors determines, Executive Director, a secretary, a
treasurer, the chair of the Board of Directors (if one has been appointed), and any other
officers that the Board of Directors designates. Officers so designated shall constitute
the Executive Board of Directors and each officer shall serve as a member of the Executive
Board of Directors. Any two or more offices may be held by the same person, except that
the president must not also serve as the secretary. The Board of Directors elects all
officers for fixed terms; they serve, with authority and duties prescribed by the Board of
Directors, until their successors are qualified.
7.00 PUBLICATIONS OF THE INSTITUTE
7.01 Publication of any work as representing the
Institute’s position requires authorization by the membership and approval by the Board
of Directors. Use of the name of the Institute in connection with other publications may
be authorized by the Board of Directors without specific approval of their contents by the
membership or the Board of Directors.
8.00 COMPLIANCE WITH INTERNAL REVENUE CODE
REQUIREMENTS
8.01 Notwithstanding any other provision of these Bylaws, no
members, officer, employee, members of the Board of Directors or representative of this
corporation shall take any action or carry on any activity by or on behalf of the
corporation not permitted to be taken or carried on by an organization exempt under
section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or
as they may hereafter be amended, or by an organization, contributions to which are
deductible under section 170 (c) (3) of such Code and Regulations as they now exist or as
they may be hereafter be amended.
Adopted on March 16, 2001
|
