International House Center By-Laws
ARTICLE I: NAME
The name of the corporation is International House Center, Inc.
ARTICLE II: OFFICE
Section 1. Principal Office – The office of the Corporation shall be located in the City of Wilmington, State of Delaware.
Section 2. Other Offices – The Corporation may also have offices at such other places, either within or without the State of Delaware, as the Board of Managers may from time to time determine.
ARTICLE III: MEMBERSHIP
Section 1. Composition – The members shall be those who from time to time are Managers. No one shall continue to be a member after ceasing to be a Manager.
Section 2. Meetings – The Annual Meeting of the Corporation shall be held on the fourth Friday of May, each year beginning with the year 1966 at the International House of Philadelphia or at such other place as the Board of Managers shall determine. Written notice of such meeting shall be mailed at least 10 days prior to the meeting to each member entitled to vote, addressed to his last known post office address. Special meetings may be called at any time by the President or a majority of the Board of Managers.
Section 3. Quorum – One third of the members shall constitute a quorum for the transaction of business at any meeting. In determining a quorum, presence at a meeting may be in person or by proxy. In the absence of a quorum there shall be adjourned meetings as provided by law.
Section 4. Voting – Each member shall be entitled to one vote, voting may be in person or by written proxy, and action by the members shall be by a majority vote of those present in or by proxy.
ARTICLE IV: BOARD OF MANAGERS
Section 1. Number – the number of Managers which shall constitute the whole Board shall be not less than 3 nor more than 31, which number may be changed within the aforesaid limits from time to time at any regular or special meeting of the Managers or members by resolution without the necessity of amending the By-laws. The first Board shall consist of 3 persons who shall hold the office until the first annual meeting of the members and until their successors are chosen and qualified.
Section 2. Elections – Except with respect to Managers elected at the first election and with respect to filling vacancies, each Manager shall serve for a term of three years or until the election of his successor. There shall be no limit on the number of terms a Manager may serve. Nominations shall be made by a Nomination Committee of the Board appointed by the President at least one month prior to the annual meeting. Nominations also may be made from the floor at the annual meeting.
Section 3. Vacancies – Vacancies in the Board of Managers may be filled by a majority vote of the remaining membership thereof, until the next annual meeting of the Corporation when an election may be held to fill the vacancy for the balance of any unexpired term. Failure to fill a vacancy shall in no way affect the power of the remaining managers to act on behalf of the Corporation.
Section 4. Resignation and Removal – Any member of the Board of Managers may resign at any time upon written notice to the President or any Secretary. Resignations need not be accepted to be effective. Any managers may be removed at any time by vote of the remaining members as provided by law.
Section 5. Powers – Title to the property of the Corporation shall be vested in the Board of Managers and, subject to Article VI of these Bylaws, the affairs of the Corporation shall be governed solely by said Board, which shall act as a Board through its offices and duly authorized committees. The Board of Managers shall have full and sole power to borrow money or to purchase, sell, transfer, mortgage, pledge, lease away or otherwise dispose of any real estate or personal property of the Corporation including investments and securities of any kind. The Board of Managers shall promulgate and may alter and amend rules and regulations for the conduct of the Corporation and its program. Individual managers shall have no authority to act for the Corporation except as authorized by the Board.
Section 6. Meetings – The Managers may hold their meetings and keep the books of the Corporation outside of the State of Delaware. Regular meetings of the Managers shall be held at such time and place as shall from time to time be designated by resolution of the Board of Managers. The President shall have the power to change the date of any regular meeting provided that written notice of the change is mailed to each Manager at least five days before the scheduled day. Special meetings of the Managers may be called at any time by the President.
Section 7. Quorum and Voting – One third of the Managers shall constitute a quorum for the transaction of business at any meeting of the Managers. In the absence of a quorum there shall be a adjourned meetings as provided by law. All action by the Managers shall be by a majority vote of those present in person.
ARTICLE V: OFFICERS
Section 1. In General – The officers of the Corporation shall be a Chairman of the Board, President, one or more Vice Presidents, a Treasurer, a Secretary, and such other officers as the Board of Managers shall deem necessary. The initial officers of the corporation shall be elected by the Managers to serve from the time of their election to the first annual meeting except as otherwise provided by the terms of their nomination. Thereafter, they shall be elected by the Board of Managers at the annual meeting of the Corporation by a majority vote of those present, and shall hold office for one year and until their successors have been duly elected. All officers shall be eligible for re-election. In the event of the absence or disability, death or resignation of any officer, the Board of Managers may either fill the office with a temporary appointment or may elect a successor to the unexpired term. All officers shall be subjected to removal at any time by the Managers. The officers need not be members of the Corporation.
Section 2. Other Officers, Agents, or Employees – The Corporation may have such other assistants, officers, agents and employees as shall be determined from time to time by the Board of Managers.
Section 3. Chairman of the Board – The Chairman of the Board shall preside at all meetings of the Corporation and of the Board of Managers and shall make all committee appointments and shall be an ex-officio member of all Committees.
Section 4. President – The President shall be the Chief Executive Officer of the Corporation and shall supervise the affairs of the Corporation under the direction of the Board of Managers. He shall preside at all meetings of the Corporation and of the Board of Managers from which the Chairman of the Board may be absent and shall be an ex-officio member of all committees. He may execute all instruments requiring the signature of the President.
Section 5. Vice President – The Vice President shall perform the duties of the President during the absence or disability of the President, and shall perform such other duties as shall from time to time be imposed by the Managers.
Section 6. Treasurer – The Treasurer shall be the fiscal officer of the Corporation, and shall be in charge of all its property and finances under the direction of the Board of Managers. He shall deposit the money and other property as the Board shall direct. The duties of the Treasurer may be delegated in whole or in part to the Assistant Treasurer, to financial agents, corporate or personal, or to others pursuant to procedure approved by the Managers. He may be required to give bond for the faithful discharge of his duties.
Section 7. Secretary – The Secretary shall be responsible for the minutes of the meeting of the Board of Managers and of the Corporation, shall be responsible for the custody of the Charter and the Seal of the Corporation, shall issue notices for all meetings, and shall perform such duties as from time to time may be assigned to him by the Board of Managers.
ARTICLE VI: EXECUTIVE COMMITTEE
The Corporation shall have an executive Committee composed of three members of the Board of Managers. The Executive Committee shall have the powers of the Board of Managers in the management of the affairs of the Corporation between meetings of the Board of Managers and shall report its actions to the Board of Managers. Any reference in these Bylaws to powers or responsibilities conferred upon the Board of Managers shall be deemed to confer such powers and responsibilities upon the Executive Committee as the context may require.
ARTICLE VII: INDEMNIFICATION
Each person that is or shall be a Manager (Trustee) or officer of the Corporation or who serves or shall serve at the request of the Corporation, another corporation, partnership, joint venture, trust or other enterprise, and the personal representatives of such person, shall be indemnified by the Corporation as of right to the fullest extent permitted under Delaware Law against expenses (including attorneys’ fees) actually reasonably incurred by him, her or them in connection with the defense, settlement or satisfaction of any threatened, pending or completed claim, action or suit.
ARTICLE VIII: NOTES, CONTRACTS, AGREEMENTS, ETC.
Section 1. Formal Instruments – All notes, contracts, agreements, and other formal instrument shall be signed on behalf of the Corporation by its President or Vice President and countersigned by either the Treasurer or the Secretary, upon the approval of the Board of Managers.
Section 2. Checks – All checks or orders for the disbursements of monies by the Corporation shall be signed by any two officers of the Corporation.
ARTICLE IX: SEAL
The seal of the Corporation shall be circular in form and shall bear the name of the Corporation, the year of its organization and the word “Corporate Seal, Delaware.”
ARTICLE X: FISCAL YEAR
The fiscal year shall be fixed by resolution of the Board of Managers.
ARTICLE XI: NOTICES
Whenever, under the provision of these Bylaws, the Certificate of Incorporation or any statute, notice is required to be given to any Manager, officer or member, it shall not be construed to be a personal notice, but such notice may be given in writing by mail or by telegram, addressed to such Manager, officer or member at such address as appears on the books of the Corporation. Any Manager, officer or member may waive any notice required to be given by Law, the Certificate of extent Incorporation or these Bylaws.
ARTICLE XII: BYLAWS
The Bylaws of the Corporation may be altered, amended, or repealed by a majority of the whole membership at any meeting of the membership or by a majority of the whole Board of Managers. Notice of the proposed alteration, amendment or repeal shall be given in writing to each member of the appropriate body at least two weeks before the meeting at which action thereon is to be taken.
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BYLWS.IHC
