INTERNATIONAL HOUSE OF
Section 1. Composition
- The Members of International House of Philadelphia, Inc. (the “Corporation”) shall be those who are from time to time Trustees. The Board of Trustees may establish various classes of general membership with such privileges and benefits as the Board shall from time to time determine, but these classes of general membership shall have no function as a body other than advisory.
Section 2. Meetings and Actions of the Members
- Meetings and actions of the Trustees shall constitute meetings and actions of Members to the extent that the same shall be required.
Section 1. Number
- The affairs of the Corporation shall be managed by its Trustees. There shall not be less than fifteen nor more than fifty Trustees, as determined by the Trustees from time to time.
Section 2. Election
- New Trustees may be elected by the Trustees at any regular meeting of the Trustees and shall serve until the next regularly scheduled election of Trustees in accordance with this section. Trustees shall be elected every two years at the June meeting of the Trustees and shall serve for terms of two years. There is no limit to the number of terms that a Trustee may serve, but such Trustee must be re-elected by the Trustees to each succeeding term.
Section 3. Resignation and Removal
- A Trustee may resign at any time by giving notice to the Chair of the Board of Trustees. A Trustee may be removed at any time, with or without cause, by majority vote of the remaining Trustees.
Section 4. Vacancies
- Vacancies on the Board of Trustees may be filled by the remaining Trustees at any regular meeting of the Trustees. Failure to fill a vacancy shall in no way affect the power of the remaining Trustees to act on behalf of the Corporation.
Section 5. Meetings
- Regular meetings of the Trustees shall be held at least quarterly on such dates and at such places in Philadelphia as may be designated by the Chair of the Board or any five Trustees. Written notice of the time and place of any regular meeting and of the time, place, and agency of any special meeting shall be provided electronically or by first class mail to each Trustee at least ten days in advance of such meeting.
Section 6. Quorum and Voting
- One-third of the number of Trustees in office shall constitute a quorum for the transaction of business at any meeting of the Trustees. Except as otherwise provided herein, all actions by the Trustees shall be by majority vote of those present in person.
Section 7. Honorary, International, and Emeriti Trustees
- The Trustees may from time to time elect one or more Honorary Trustees, one or more International Trustees and one or more Emeriti Trustees, subject to resignation or removal by the Trustees as set forth in Section 3 of this Article II. Honorary, International and Emeriti Trustees may be listed as such in the Corporation’s publications, may be invited to the Corporation’s functions to which the Trustees are invited, and may receive notice of and be entitled to attend meetings of the Board of Trustees, but they shall not be entitled to vote, and shall not be considered “Trustees” or “Members” within the meaning of the Articles of Incorporation or other sections of these By-Laws.
Section 8. Powers
- The Trustees shall have the power to borrow money, to enter into contracts, to purchase, sell, mortgage, lease, or otherwise deal with any real estate, or any other assets of the Corporation, to create any liabilities of the Corporation or modify them, and otherwise to conduct any and all business that can lawfully be carried on by the Corporation.
Section 9. Conflict of Interest
- A Trustee who furnishes or proposes to furnish substantial goods or services to the Corporation for pecuniary or other consideration, either directly or indirectly, shall disclose his or her interest and shall not vote on any matter related to such services. Upon such disclosure, the remaining Trustees may act to approve the transaction on such terms as may be appropriate and in the interest of the Corporation. All Trustees shall disclose any conflicts of interest on an annual basis, whether or not such conflicts have been previously disclosed and/or approved.
Section 1. Election and Appointment
- The Board of Trustees shall elect from among its members a Chair of the Board, one or more Vice Chairs of the Board, a Treasurer, and a Secretary. The Board may elect from among its members such other officers as it shall deem advisable from time to time. The Board shall appoint a President and Chief Executive Officer, an Assistant Treasurer, and an Assistant Secretary, each of whom shall be or shall become an employee of the Corporation, and may appoint from among the employees of the Corporation such other officers as it shall deem advisable from time to time. All of those so appointed shall serve at the pleasure of the Board.
Section 2. Terms of Office
- Unless otherwise determined by the Board, the term of office or officers elected from among the Trustees shall be two years, provided that such terms shall be renewable. Notwithstanding the foregoing, the number of terms that a Trustee may serve as Chair shall not exceed three, for a total of six years, unless the Trustees, by two-thirds vote of all of the Trustees, determine to extend his or her service for an additional term or terms.
Section 3. Chair of the Board
- The Chair of the Board shall preside at all meetings of the Board of Trustees. Subject to the ultimate direction of the Board of Trustees, he or she shall have the executive power of the organization, except to the extent that he or she shall from time to time have delegated that power to the President and Chief Executive Officer. The Chair shall have such additional powers and duties as may be assigned to him or her by the Board and shall be an ex-officio member of all committees.
Section 4. Vice Chair of the Board
- In the absence of the Chair of the Board, the Vice Chair of the Board shall preside at all meetings of the members of the Corporation and of the Board, and shall have such additional powers and duties as from time to time may be assigned to him or her by the Board. If there is more than one Vice Chair, the Chair of the Board shall designate the Vice Chair to perform the Chair’s duties during his or her absence. The Chair may also determine the extent of ex-officio participation by the Vice Chair or Chairs as members of Board committees other than the Executive Committee.
Section 5. Treasurer
- The Treasurer shall have charge of all funds of the Corporation, shall see that an accounting system is maintained in such a manner as to give true and accurate accounting of the financial transactions of the Corporation and that the reports of such transactions are regularly presented to the Board, and in general shall have all the powers and duties usually incident to the office of Treasurer, and such other powers and duties as from time to time may be assigned to him or her by the Board.
Section 6. Secretary
- The Secretary shall keep the minutes of the meetings of the members and of the Board, have custody of the seal of the Corporation and all records and reports of the Board and of the Corporation, and, in general, shall have all the powers and duties usually incident to the office of the Secretary and such other powers and duties as from time to time may be assigned to him or her by the Board.
Section 7. President and Chief Executive Officer
- The President and Chief Executive Officer shall, under the direction of the Board and the Chair, have the chief administrative power of the Corporation and such executive power as may be delegated to him or her by the Board or the Chair of the Board. Except when a committee may be called into executive session by the Chair, the President and Chief Executive Officer shall be expected to participate in all meetings of committees of the Board of Trustees.
Section 8. Assistant Treasurer and Assistant Secretary
- The Assistant Treasurer shall perform the duties of the Treasurer in his or her absence, and the Assistant Secretary shall perform the duties of the Secretary in his or her absence, and each shall perform such other duties as may be assigned to them by the Board or the Chair.
Section 9. Absence or Disability
- In the event of the absence, disability, death or resignation of any officer, the Board may either fill the office with a temporary appointment, or may elect a successor.
Article IV:STANDING COMMITTEES OF THE BOARD OF TRUSTEES
Section 1. General
- The Standing Committees of the Board of Trustees shall be the Executive Committee, the Audit and Finance Committee, the Institutional Advancement Committee, the Capital Assets Committee and the Resident Experience Committee. Other committees may be established by the Board from time to time as required to deal with permanent or temporary functions of a major character requiring Trustee involvement. All Committees and their chairs, except the Executive Committee, shall be appointed by the Chair of the Board after consultation with the Executive Committee and the President and Chief Executive Officer. Persons who are not Trustees may be appointed to serve in an advisory capacity on committees other than the Executive Committee.
Section 2. The Executive Committee
- The Executive Committee shall consist of the Chair of the Board as Chair of the Committee, the Vice Chair or Vice Chairs of the Board, the Treasurer, the Secretary, and the chair or a designated co-chair of each of the Standing Committees. Additional Trustees may be appointed by the Board as long as the total membership does not exceed twelve (12).
The Executive Committee shall exercise all of the powers of the Board at such times as the Board is not in session, except to elect or remove Trustees or officers from office, and shall report its interim actions at the next regular meeting of the Board. Normally all matters brought to the Executive Committee and to the Board should be directed to the appropriate committee requesting study and recommendation for each action.
The Executive Committee shall meet at regularly stated intervals to be determined from time to time by the Board and shall also meet at the call of the Chair, upon such notice as the Committee shall prescribe. In the Chair’s absence, the Vice Chair shall preside. If there is more than one Vice Chair, the Chair shall designate the Vice Chair to perform the Chair’s duties during his or her absence.
The Executive Committee, or a subcommittee thereof, shall also be responsible for the following duties:(1) To identify and recruit new Trustees and be sure that the Board is composed of the quantity and quality of skills, interests, and Trustee leadership needed to accomplish the institutional goals of the Corporation;
ensure that the Board’s talents are properly utilized by relating committee or
other duties to individual’s interests and capabilities so that the value of
their time and energy is maximized on both parties’ behalf;
(3) To recommend committee appointments;
(4) To establish and maintain, with maximum staff support, an effective system: to analyze and maintain an ongoing inventory of the Board’s personnel needs; to implement appropriate Trustee orientation and education programs; to monitor Trustee performance and to recommend to the Board candidates for any major established awards given by the Corporation;
(5) To periodically review the Corporation’s activities to insure that it is continuing to operate as a purely public charity;
(6) To monitor the work of the staff of the Corporation and the several committees of the Board to insure that the Corporation’s affairs are being conducted with transparency, accountability, and integrity;
(7) To create, maintain, and enforce a code of ethical conduct; and
(8) To engage in succession planning and identify and recruit individuals from among Trustees or otherwise for election as officers of the Corporation or as Trustees.
functions of the Audit and Finance Committee are:
(1) In general, to ensure that the finances of the Corporation are being managed properly;
(2) In conjunction with the President and Chief Executive Officer, to oversee the development of the Corporation’s annual budget and capital budget, to recommend their adoption, and, if required, their revision by the Board;
(3) To oversee the management of the Reserve Fund;
(4) To monitor revenues, expenditures, cash flows, the status of the Corporation’s indebtedness, accounts receivable and payable, and its contractual and other commitments, and where necessary to direct changes or take any other action that might be required to preserve the financial integrity and health of the Corporation until the matter can be acted upon by the Executive Committee or the Board;
(5) To oversee the establishment of accounting and other policies and practices necessary to ensure transparency, accountability, and sound financial management of the Corporation, including the maintenance of control environments and necessary compliance systems;
(6) To cause an annual audit to be performed and to meet with the auditors at least annually to ensure the financial integrity of the Corporation;
(7) To establish and oversee a whistleblower procedure; and
(8) To advise the Executive Committee and the Board concerning the maintenance and enforcement of a code of ethical conduct.
The majority of the members of this committee shall be individuals who are without business ties to the Corporation and who have the professional background needed to make appropriate contributions to the committee’s work and the strong leadership qualities required in the area of securing financial resources.
The committee shall meet at least four times annually, and maintain close liaison with the other committees.
Section 4. The Institutional Advancement Committee
function of the Institutional Advancement Committee is to oversee the programmatic,
marketing and fund-raising activities of the Corporation. This committee is
(1) To work with the Corporation’s Leadership Team to ensure that a sound strategy of development has been formulated and is being rigorously carried out;
(2) To maintain close liaison with the Audit and Finance Committee;
(3) To monitor the programmatic, marketing and fundraising activities of the Corporation so that those activities can, to the extent appropriate, serve to increase revenue to the Corporation;
(4) To work with the Corporation’s Leadership Team to insure that the marketing activities of the Corporation are consistent with its long-term goals and will contribute to the further growth of the Corporation’s revenues; and
(5) To coordinate with ad hoc committees engaged in the planning of events;
(6) To work with the Corporation’s Leadership Team to insure that the Mission of International House is being fully carried out;
(7) To conduct an ongoing review of the Corporation’s policies and practices with respect to programs and services; and
(8) To study and recommend new programs and services as well as to recommend revision or elimination of existing ones that require change.
The committee shall meet at least four times annually, and maintain close liaison with the other committees.
Section 5. The Capital Assets Committee
function of the Capital Assets Committee is to assure that the building and the
facilities of the Corporation are being maintained and improved. This committee
(1) To monitor the state and the upkeep of the physical structure and facilities of the Corporation and to work with the Leadership Team in this regard;
(2) To review and recommend capital repairs and improvements where needed and appropriate;(3) To ensure that the physical plant is adequately serving the Mission of the Corporation; and
(4) To coordinate with other committees in securing grants and planning capital campaigns;
The Capital Assets Committee shall meet at least four times annually, and maintain close liaison with the other committees.
Section 6. The Resident Experience Committee
- The function of the Resident Experience Committee is to insure that the Corporation is sponsoring and maintaining such programs as are necessary and appropriate for the overall well-being of its residents and enhancement of their leadership skills. This committee is responsible:
(1) To work with the Leadership Team to monitor the overall well-being of residents and the existence and execution of resident programs to ensure that the resident’s experience is unique, rich and fulfilling.
The Resident Experience Committee shall meet at least four times annually, and maintain close liaison with the other committees.
Article V:ELECTION OF OFFICERS
An ad-hoc Nominating Committee shall consist of members of the Board of Trustees appointed by the Chair. It shall meet in advance of any meeting when officers are to be elected. It will provide notice to the Board of Trustees at least ten (10) days in advance of the meeting at which an election is to take place. The names of the persons nominated by the Nominating Committee shall be on the ballot at such meeting, together with the names of any other Trustee who, not later than seven (7) days before the meeting, has secured the written or electronic endorsement of at least four (4) other Trustees. The names of all candidates will be provided to the Board of Trustees. No nomination for election will be accepted from the floor at the time of the meeting unless there are no nominations pursuant to the foregoing.
Article VI:ADVISORY BOARD
The Advisory Board shall be composed of representatives of organizations and institutions in the Philadelphia Metropolitan Area whose purposes are compatible with the Mission of the Corporation, former Trustees who wish to remain active in the life of the Corporation, and such other members of the community as may be invited from time to time by the Board of Trustees to join the Advisory Board. The Advisory Board may be consulted from time to time by the Board of Trustees for advice.
VII:BOARD OF DELEGATES
Section 1. Authorization
- The Board of Trustees shall organize a Board of Delegates, to be composed of persons interested in the Mission of International House and desirous of becoming active in carrying out the Mission. The Board of Trustees shall confer upon the Board of Delegates such authority as the Board of Trustees determines from time to time to be useful to the Mission, and the Chair of the Board of Trustees may appoint members of the Board of Delegates to committees of the Board of Trustees after consultation as hereinbefore provided. Members of the Board of Delegates so appointed shall serve on such committees at the pleasure of the Board. Members of the Board of Delegates shall not be voting members of the committee of the Board of Trustees to which they have been appointed but shall be entitled to fully participate in all sessions of the committee, except for executive sessions. Depending on their level of interest, qualifications, performance, and commitment, it is expected that the Board of Delegates will be a significant source of candidates for the election of future Trustees.
Section 2. Rules and Regulations
- The Board of Delegates may establish its own rules and regulations and conduct its own activities, subject to the approval of the Board of Trustees.
Article VIII:FISCAL YEAR
The fiscal year of the Corporation shall end the last day of June each year.
The Corporation shall indemnify each Trustee or officer, or former Trustee or officer, against expenses, as hereinafter defined, actually and reasonably incurred by her or him in connection with the defense of any action, suit or proceeding, civil or criminal, administrative or investigative, in which she or he is made a party or called as a witness, or with which she or he is threatened, by reason of being or having been a Trustee or officer of this Corporation, whether or not he or she continues to be a Trustee or officer at the time of incurring such expenses; provided that the Trustee shall not have breached or failed to perform the duties of his or her office under Section 8368 of Title 42 (Judiciary and Judicial Procedure of the Pennsylvania Consolidated Statutes), where such breach or failure to perform such duties has constituted self-dealing, willful misconduct, or recklessness. As used in this Article, expenses shall include, but shall not be limited to, reasonable counsel fees and disbursements, amounts of judgments, fines or penalties against, or amounts paid by such Trustee or officer, other than amounts payable or paid to the Corporation.
The foregoing right of indemnification shall be in addition to any rights to which any director or officer may be or become entitled by law or otherwise and shall inure to the benefit of the heirs or personal representatives of each such director or officer.
These By-Laws shall be construed in a manner that will best serve to carry out the Mission of International House.
The By-Laws of the Corporation may be altered, amended, or repealed by a majority vote at any meeting of the Board of Trustees. Notice of the proposed alteration, amendment, or repeal shall be given in writing to each Trustee at least two weeks before the meeting at which action thereon is to be taken.
Upon the dissolution of the Corporation, its assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future federal tax code) or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
COnflict of interest policy
Conflict of interest policy serves several valuable functions for the organization, its trustees, officers, staff, and ultimately its constituents. First, through disclosure and abstention procedures, conflict of interest policy can help to insure both that organization receives fair value for the goods and services it obtains and that no one affiliated with the organization receives an unfair benefit from such affiliation. This might be viewed as protecting the fiscal interests of the organization, but it also important for Internal Revenue Service reason – to insure that no unwarranted benefits are conferred on officers, trustees or staff. Conflict of interest policy protects also a potentially more substantial interest: the confidence of the donor/constituency/public community in the integrity, honesty, and mission of the organization. The adoption and thorough implementation of conflict of interest policy and procedures Board of Trustees assure themselves that they are fulfilling their duties of loyalty, care, and fiduciary responsibility. The capital and strength of a nonprofit organization is its reputation, integrity, and the quality of its programs.
The chief executive officer and the board must completely and actively support this process as critical to the fulfillment of the organization’s mission and the duties of its trustees and officers.
PROPOSED CONFLICT OF INTERESTS POLICY:
The Board of Trustees of International House (“Organization”) proposes the following policy to assure that the affairs of the Organization and its employees are managed in an ethical manner, free from the temptations for personal gain which conflicting desires may provide. There are no exceptions to this policy.
The International House expects all employees and trustees to exercise good judgment and the highest ethical standards in their private activities outside the Organization which in any way can affect International House. In particular, every employee and trustee has an obligation to avoid any activity, agreement, business investment or interest, or other situation which is in conflict with the Organization’s interests or interferes with the duty to serve the Company at all times to the best of the person’s ability. To implement this principle and to establish clear guidelines, the following policy has been adopted:
1. No employee or trustee shall furnish services to or seek or receive, for personal or any other person’s gain, any payment, whether for services or otherwise, loan (except from a bank), gift or discount of more than nominal value, or entertainment which goes beyond common courtesies usually associated with accepted business practice, from any business enterprise which is a competitor of the Organization or has current or known prospective dealings with the Company as a supplier, customer, lessor or lessee, except with the prior written approval of the President/Chief Executive Officer upon complete disclosure of the facts.
2. No employee or trustee shall for personal or any other person’s gain deprive the Company of any opportunity for benefit which could be construed as related to any existing or reasonably anticipated future activity of the International House.
3. No employee or trustee shall for personal or any other person’s gain make use of or disclose confidential information learned as a result of employment by International House of Philadelphia.
4. No employee shall have any outside interest which materially interferes with the time or attention the employee should devote to the Company.
5. No employee or trustee shall have a direct or indirect financial interest in, or receive any compensation or other benefits as a result of , transactions between any individual or business firm:
a) From which the Organization purchases supplies, materials or property;
b) Which renders any service to the International House of Philadelphia;
c) Which enter into leases or assignments to or from the International House of Philadelphia;
d) To which the International House sells any of its products, materials, facilities or properties;
e) Which has any other contractual relations or business dealings with the International House;
except with the prior written approval of the President/Chief Executive Officer upon complete disclosure of the facts.
6. If any employee or trustee or member of his or her family has or is about to assume an interest or other outside relationship which might result in a conflict of interest, it is the employee’s responsibility immediately to give all the pertinent information to the President/Chief Executive Officer, who shall report all information to the Audit Committee of the Board of Trustees.
In keeping with the policy of maintaining high standards of conduct and ethics, the International House of Philadelphia will investigate any suspected fraudulent or dishonest use of IHP resources or property by staff, volunteers, consultants, and board members.
Staff, volunteers, consultants, and board members may report suspected fraudulent or dishonest conduct (i.e. act as a”whistleblower”), pursuant to the procedures set forth below.
A Whistleblower, as defined in this policy, is an employee and/or volunteer who reports an activity that he/she considers being illegal or dishonest to one or more of the parties specified in this policy. The Whistleblower is not responsible for investigating the activity or for determining fault or corrective measures.
The International House of Philadelphia requires all employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of the organization, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations and to report violations in accordance with this policy.
No employee who in good faith reports a violation shall suffer harassment, retaliation or adverse employment consequence. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This policy is intended to encourage and enable employees and others to raise serious concerns within the organization prior to seeking resolution outside the organization.
The International House of Philadelphia has an open door policy and suggests that employees share their questions, concerns, suggestions or complaints with someone who can address them properly. In most cases, an employee’s supervisor is in the best position to address an area of concern. However, if an employee is not comfortable speaking with his/her supervisor or is not satisfied with their supervisor’s response, the employee is encouraged to speak with a member of the management team and/or Executive Director. Supervisors and managers are required to report suspected violations to the Executive Director, who has specific and exclusive responsibility to investigate all reported violations. If an employee suspects any incidence of fraud, individuals should contact the Executive Director directly. The improper activities may include, but not limited to:
- Misappropriation of funds
- Misleading financial information
- Failure to follow the intent of donor
- Misuse of organizational assets
- Any action that is in violation of any law, regulation or ordinance
- Conduct that is not honest and ethical
- Conflicts of interest
- Sexual Harassment
Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
Handling of Reported Violations
The Executive Director is responsible for investigating and resolving all reported complaints and allegations concerning violations and, at his/her discretion, shall advise the Board of Trustees.
The Executive Director will notify the sender and acknowledge receipt of the reported violation within 5 business days. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.
In the event that a reported violation is made directly to the Board of Trustees, they will notify the sender and acknowledge receipt of the reported violation within 5 business days. If warranted, the Board Chair will then convene a closed session meeting of the Executive Committee of the Board within 10 business days at a neutral location. The purpose of the meeting will be to conduct an investigation of the violations and to determine if corrective action is warranted and, if so, what action will be taken.
As with all International House policies, any violation of the Whistleblower policy will be grounds for disciplinary action, up to and including termination
February 2, 2009