AMENDED AND RESTATED BYLAWS | North American Forest Partnership
June 25, 2019
The Amended and Restated Bylaws of North American Forest Partnership, Inc. (hereafter, the "Corporation"), organized pursuant to the District of Columbia Nonprofit Corporation Act (hereinafter, the “D.C. Nonprofit Act”), shall be as follows. These Amended and Restated Bylaws shall replace and supersede any prior versions of the bylaws adopted by the Corporation.
ARTICLE I | OFFICES
Section 1. Principal Office. The Corporation may from time to time have such other offices as the Board of Directors may determine or as the affairs of the Corporation may require.
Section 2. Registered Office. The Corporation shall have and continuously maintain in the District of Columbia, a registered office and a registered agent whose office is located in such registered office. The registered office may be, but need not be, located in the principal office of the Corporation. The address of the registered office may from time to time be changed by the Board of Directors.
ARTICLE II | BOARD OF DIRECTORS
Section 1. Powers. The policies of the Corporation shall be determined, and its affairs shall be managed, by its Board of Directors (sometimes called the “Board”). All powers of the Corporation may be exercised by or under the authority of the Board of Directors. The directors shall act only as a Board of Directors, or as a committee thereof; individual directors shall have no power as such. Directors need not be citizens of the United States, nor residents of the District of Columbia.
Section 2. Number and Qualifications. The number of directors of the Corporation shall be twenty-two (22). The number may be increased or decreased from time to time by the Board; provided; however, that the number of directors shall always be at least three (3); and, provided further, that no decrease shall have the effect of shortening the term of any incumbent director. If one or more directors resigns, then the remaining directors will fill such vacancies as soon as reasonably possible pursuant to Article II, Section 7 hereof. Except for an initial Director serving during the Corporation’s formation period, a person must be a Member (or a representative of a Member) of the Organization in accordance with Article III below in order to serve as a Director on the Board of Directors. If a person becomes a Director before meeting the qualifying criteria, then when he or she so qualifies, the commencement of his or her term of Membership shall be date that he or she became a Director.
Section 3. Election; Make Up of the Board.
(A) The members of the Board of Directors shall elect the Board of Directors. Except for the first election of the full Board, the members of the Board shall elect or appoint the successor members of the Board of Directors at the annual meeting or a special meeting of the Board of Directors called for that purpose prior to the end of the term of the then current Board of Directors. The first election of the members of the full Board may take place at a regular meeting or by written action of the Board without a meeting.
(B) The election of members of the Board seats shall be balanced to reflect the diverse interests of members of the Corporation. To accomplish that, as set forth in more detail in Article III below and the appendices attached hereto, the make-up of the Board shall be maintained as closely to the following model as possible, depending on the willingness to serve by Members and their representatives:
- Sponsors and Partners, 10 seats;
- Investors and Affiliates 8 seats; and
- Friends 4 seats.
(C) Using the list of nominees collected in accordance with Article II, Section 4 below, the Executive Committee will prepare a proposed slate of directors for the next year and, in January of each year, present it to the Board for election.
Section 4. Nominations. In December of each year, the Executive Director shall circulate to the Members and to the Board a written call for nominations to the Board. The Executive Director will collect the nominations and present the list of nominees to the Executive Committee.
Section 5. Term. Each director shall serve until his or her successor is elected and qualified, pursuant to such other written criteria or rules determined by the Board. All members of the Board shall serve for a term of two (2) years, with forty percent (40%) of the Board up for election each year in staggered terms.
Section 6. Resignations. Any director may resign at any time by notifying the Board of Directors of the Corporation in writing. Such resignation shall take effect at the time specified therein. Acceptance by the Board of Directors of the Corporation of such resignation shall not be necessary to make it effective.
Section 7. Removal. Directors may be removed from office at any time, with or without cause, upon a majority vote of the Board of Directors at a meeting expressly called for that purpose.
Section 8. Vacancies. Vacancies in the Board of Directors shall be deemed to exist in the event of the resignation, removal, or death of a director, or in the event of an increase in the number of directors. Any such vacancy shall be filled by a vote of the remaining members of the Board of Directors. A director elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor. In the case of an increase in the number of directors, a newly appointed director shall hold office until the next annual meeting.
MEETINGS OF THE BOARD OF DIRECTORS
Section 9. Location of Meetings. Meetings of the Board of Directors, annual, regular, or special, may be held within or without the District of Columbia and may be held by means of telephone conference.
Section 10. Annual Meeting. The annual meeting of the Board of Directors shall be held at such time and place as shall be determined by the Board of Directors and designated in the notice or waiver of notice of the meeting.
Section 11. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined from time to time by the Board of Directors.
Section 12. Call of Special Meetings. The Executive Director may call, or upon the request of a majority of the members of the Board of Directors, the secretary shall call, special meetings of the Board of Directors.
Section 13. Notice of Special Meetings. Notice of special meetings of the Board of Directors shall be in writing, signed by the Executive Director, or the secretary, and shall be (1) served personally or (2) delivered by nationally-known overnight courier (e.g., FedEx), or (3) sent to each director by e-mail or facsimile addressed to his or her last known address, in each case delivered during working hours (9:00 AM to 6:00 PM, Eastern Time; any delivery after 6:00 PM shall be deemed to be delivered the next calendar day; any delivery before 9:00 AM shall be deemed delivered at 9:00 AM) at least five (5) days before the time designated for such meeting, unless longer notice is required by law. Notice of special meetings shall state the time and place of the meeting; the purpose or purposes of such meetings need not be specified, unless otherwise required in the Articles of Incorporation or these Bylaws.
Section 14. Waiver of Notice. Whenever notice is required to be given to any director under the provisions of the Act, the Articles of Incorporation, or these Bylaws, 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 equivalent to the giving of such notice. Such waiver needs to specify the purpose or purposes of the meeting. A director's attendance at or participation in a meeting shall constitute a waiver of notice of such meeting.
Section 15. Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, unless otherwise required by the Act, the Articles of Incorporation, or these Bylaws. However, if a quorum is not present at any meeting of the Board of Directors, those directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 16. Action by Majority Vote. Except as required by the Act, the Articles of Incorporation, or these Bylaws, any action by a majority of the directors present at a meeting at which a quorum is present shall be deemed the action of the Board of Directors.
Section 17. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Board 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 18. Designation. The Board of Directors may from time to time create one (1) or more committees of the Board and appoint members of the Board to serve on them. The Board of Directors shall designate two (2) or more directors to serve on any such committee or committees. The Board of Directors shall have the power at any time to: (i) designate a member of such committee as its chairman; (ii) fill vacancies on any committee; (iii) change the membership of any committee; or (iv) discharge a committee. The standing committees of the Corporation shall be: (A) the Executive Committee and (B) the Governance and Finance Committee. Fuller descriptions of these committees are set forth in the attached Appendix A.
Section 19. Powers. Each committee shall have, and may exercise, such powers not inconsistent with the Act, the Articles of Incorporation, or these Bylaws, as authorized by the Board of Directors. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual directors, of any responsibility imposed upon it or him or her by law. The members of a committee shall act only as a committee.
Section 20. Term. Members of a committee shall serve for a term of one (1) year or until the next annual meeting of the Board of Directors, and until their successors are appointed, or until their earlier resignation, removal with or without cause, or death, or until the committee shall sooner be terminated.
Section 21. Meetings. Meetings of a committee may be held within or without the District of Columbia and may be held by means of telephone conference. A majority of any such committee may fix the time and place of its meetings. Each committee shall keep records of its actions and report such actions to the Board of Directors and the Executive Director.
Section 22. Quorum. A majority of the then serving members of any committee shall constitute a quorum. Any action of the majority of those present at a meeting at which a quorum is present shall be deemed the action of the committee, except when a committee has only two (2) members, in which case any action must be by unanimous consent.
ARTICLE III | MEMBERS
Section 1. No Members of the Corporation.
(A) The Corporation shall not have any members as defined by D.C. Nonprofit Act § 29-401.02(24).
(B) However, pursuant to D.C. Nonprofit Act § 29-404.01(c), the Corporation will solicit supporters and stakeholders and designate such Persons as “Members” (singular, a “Member”), who or which meet certain criteria, and who or which, if accepted and acknowledged by the Organization, will enjoy the rights and benefits of membership. The criteria for a Person to qualify as a Member, and the tiers of participation, will be determined by the Board, as initially set forth in sub-section (C) below. Only a Member (or a designated representative of a Member) may serve as a director or officer of the Corporation. The term “Person” means an individual, corporation, organization, or other entity or association.
(C) The initial criteria for a Person to qualify as a Member, and the tiers of participation, are set forth in the attached Appendix B, which may be amended from time to time by the Board. In addition, the criteria for membership and the rights and benefits of membership may be determined in more detail by the Board of Directors (or any delegated committee thereof), and set forth in a written Membership Policy, which will be made available to a member upon written request.
ARTICLE IV | OFFICERS
Section 1. Designation. The officers of the Corporation shall consist of an Executive Director, a treasurer, and a secretary, and may include one (1) or more vice presidents, and such other officers, assistant officers, and agents as may be deemed necessary, each to have such duties and authorities as are provided in these Bylaws, or as the Board of Directors may from time to time determine. Any two (2) or more offices may be held by the same person, except the offices of Executive Director and treasurer.
Section 2. Election. The officers shall be elected by the Board of Directors at the annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient.
Section 3. Term. Officers shall serve for a term of one (1) year or until the next annual meeting of the Board of Directors, and until their successors are elected and qualified, or until their earlier resignation, removal or death.
Section 4. Resignation. Any officer may resign at any time by notifying the Board of Directors in writing. Such resignation shall take effect at the time specified therein. Acceptance by the Board of Directors of such resignation shall not be necessary to make it effective.
Section 5. Removal. Officers may be removed from office at any time, with, or without cause, upon a majority vote by the Board of Directors at any regular or special meeting.
Section 6. Vacancies. A vacancy in any office caused by resignation, removal, or death may be filled for the unexpired term of the predecessor in office by the Board of Directors at any regular or special meeting.
Section 7. Executive Director. The Executive Director shall have general supervision over the affairs of the Corporation, shall be responsible for executing the activities of the Corporation, and shall perform all duties incident thereto and have such power as may from time to time be assigned by the Board of Directors.
Section 8. Vice President. The vice president, if any, or if there shall be more than one (1), the vice presidents in the order so determined by the Board of Directors, shall, in the absence or disability of the Executive Director, perform the duties and exercise the powers of the Executive Director, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 9. Secretary. The secretary shall: (i) act as secretary of all meetings of the Board of Directors and of such other committees as the Board of Directors shall specify; (ii) keep the minutes thereof in the proper book or books; (iii) see that the reports, statements, and other documents required by law are properly kept and filed; and (iv) in general, perform all the duties incident to the office of secretary and such related duties as may from time to time be assigned by the Board of Directors or the Executive Director. The books, records, and papers in the hands of the secretary shall at all times be subject to the inspection, supervision, and control of the Board of Directors and the Executive Director. At the expiration of his or her term of office, the secretary shall turn over to his or her successor in office all books, records, papers and other properties of the corporation.
Section 10. Treasurer. The treasurer shall: (i) collect and keep an account of all moneys received and expended for the use of the Corporation; (ii) deposit sums received by the Corporation in the name of the Corporation in such depositaries as shall be approved by the Board of Directors; (iii) present reports of the finances of the Corporation at each annual meeting and when called upon by the Executive Director; and (iv) perform such related duties as shall be directed by the Board of Directors or the Executive Director. The funds, books, and vouchers in the hands of the treasurer shall at all times be subject to the inspection, supervision and control of the Board of Directors and the Executive Director. At the expiration of his or her term of office, the treasurer shall turn over to his or her successor in office all books, records, monies, and other properties of the Corporation.
Section 11. Other Officers. Other officers elected or appointed by the Board of Directors shall, in general, perform such duties and have such powers as shall be assigned to them by the Board of Directors or the Executive Director.
ARTICLE V | COMPENSATION OF DIRECTORS AND OFFICERS
Section 1. Compensation of Directors. Directors shall not receive any compensation for their services as directors; however, the Board of Directors may authorize reimbursement for all expenses incurred in connection with the performance of services for the Corporation, including but not limited to attendance at annual, regular, or special meetings of the Corporation. Nothing contained herein shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
Section 2. Compensation of Officers. Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors, provided that such salaries and compensation shall not be excessive in amount and shall be for services which are reasonable and necessary for performance of the Corporation's purposes.
ARTICLE VI | LIABILITY AND INDEMNIFICATION
Section 1. Liability. To the fullest extent as may be permitted or provided by the Act from time to time, no director, officer, employee or agent of the Corporation shall be personally liable for acts or omissions in providing services on behalf of the Corporation. In the absence of fraud or bad faith, the directors of the Corporation shall not be personally liable for its debts, obligations or liabilities.
Section 2. Indemnification. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit, or proceeding, to the fullest extent permitted by the Act. Such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any bylaw, agreement, vote of the Board of Directors, or otherwise.
Section 3. Prohibition Against Self-Dealing. Anything contained in this Article to the contrary notwithstanding, the Corporation shall in no event indemnify any person otherwise entitled to such indemnification if such indemnification would constitute "self-dealing" as defined in Section 4941 of the Internal Revenue Code of 1986, as amended.
ARTICLE VII | GENERAL PROVISIONS
Section 1. Grants. The Board of Directors may prospectively or retroactively authorize any officer or officers, agent or agents, in the name, and on behalf, of the Corporation, and in the administration of any approved program, to make any grants or contributions or provide financial assistance to any qualified individuals or organizations.
Section 2. Execution of Contracts. The Board of Directors, except as otherwise provided in these Bylaws, may prospectively or retroactively authorize any officer or officers, agent or agents, in the name, and on behalf, of the Corporation, to enter into any· contract, or execute and deliver any instrument as may be necessary to carry out the purposes of the Corporation. Any such authority may be general or confined to specific instances.
Section 3. Loans. The Board of Directors may authorize the Executive Director or any other officer or agent of the Corporation to: (i) obtain loans and advances at any time for the Corporation from any bank, trust company, firm, corporation, individual or other institution; ,(ii) make, execute, and deliver promissory notes, bonds, or other certificates or evidences of indebtedness of the Corporation; and (iii) pledge and hypothecate, or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority conferred by the Board of Directors may be general or confined to specific instances. No loans shall be made by the corporation to any director or officer thereof.
Section 4. Gifts. The Board of -Directors may accept on behalf of the Corporation, any contribution, gift, bequest or devise for the purposes of the Corporation.
Section 5. Investments. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it according to the judgment of the Board of Directors. The Board of Directors is restricted to the prudent investments which a director is or may hereafter be permitted by law to make.
Section 6. Voting of Securities Held by the Corporation. Stocks and other securities owned by the Corporation shall be voted, in person or by proxy, as the Board of Directors may specify. In the absence of any direction by the Board of Directors, such stocks and securities shall be voted as the Executive Director may determine.
Section 7. Books and Records. There shall be kept at the principal office of the Corporation, correct books of accounts of all the business and transactions of the Corporation.
Section 8. Depositaries. The funds of the Corporation not otherwise employed shall from time to time be deposited to the order of the Corporation in such banks, trust companies, or other depositaries as the Board of Directors may select, or as may be selected by any one (1) or more officers or agents of the Corporation to whom such power may from time to time be delegated by the Board of Directors.
Section 9. Signatories. All checks, drafts, and other orders for payment of money out of the funds of the Corporation over $50,000 , and all notes and other evidences of indebtedness of the Corporation, shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer and countersigned by the Executive Director of the Corporation.
Section 10. Annual Audit. The Board of Directors may require that an annual audit be made of the books and accounting records of the Corporation.
Section 11. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.
Section 12. Corporate Seal. The Corporation may, but is not required to, have a corporate seal. If a seal is adopted, the seal shall be in the custody of the secretary and used by him or her, or any other officer so authorized by the Board of Directors, by causing it, or a facsimile thereof, to be impressed, affixed, or reproduced otherwise on any instrument or document as may be required by law, these Bylaws, the Board of Directors, or Executive Director. The presence or absence of the seal on any instrument, or its addition thereto, shall not affect the character, validity, or legal effect of the instrument in any respect.
ARTICLE VIII | AMENDMENTS
Section 1. These Bylaws, or any one (1) or more of the provisions thereof, may be altered, amended, or repealed and new Bylaws adopted by a majority vote of the directors then in office at a meeting of the Board of Directors expressly called for that purpose. Notice of the intent to alter, amend, or repeal and adopt new Bylaws shall be given in accordance with Article II, Section 12 hereof.
ARTICLE IX | GOVERNING LAW
Section 1. Each of the provisions of these Bylaws shall be subject to and controlled by specific provisions of the D.C. Nonprofit Act or the Articles of Incorporation which relate to their subject matter, and shall also be subject to any exceptions or more specific provisions dealing with the subject matter appearing in these Bylaws, as amended from time to time.
Appendix A: Standing Committees
Appendix B: Criteria for Membership and Tiers of Participation
Appendix A | STANDING COMMITTEES
(A) Executive Committee
(1) The Executive Committee is responsible for
(a) acting on behalf of the Board as to matters that arise and must be dealt with between regularly scheduled Board meetings, when it is not feasible to convene the Board, and
(b) providing organizational oversight, by conducting annual performance reviews of the Executive Director, supervising the biennial assessment of the Board and its committees, and for oversight of the audits of the Corporation’s finances.
(2) The Board will elect five (5) of its members to serve on the Executive Committee (sometimes called the “EC”), in accordance with the following procedures:
(a) the Board will elect five (5) members: one member shall be the Chairperson of the Board, who shall serve ex officio on the Executive Committee and shall also serve as Chairperson of the Executive Committee; one member shall be the Treasurer of the Board, who shall serve ex officio on the Executive Committee; the other three (3) positions on the Executive Committee (other than the Chairperson and Treasurer) will be open for annual election; any Board member may serve for any number of terms on the EC, consecutive or otherwise; and
(b) the term of the Chairperson’s service on the Executive Committee will be co-terminus with the Chairperson’s service on the Board.
(B) Governance and Finance Committee
(1) The primary roles of the Governance and Finance Committee are to provide that the Corporation maintains
(a) a transparent and sustainable financing model, and
(b) a governance model providing appropriate partner engagement in the oversight, strategic planning and content development.
(2) On an annual basis, the Board will elect five (5) of its members to serve on the Governance and Finance (“GF”) Committee, in accordance with the following procedures:
(a) at the first election of the GF Committee, and at each annual meeting thereafter, the Board will elect five (5) members, as follows: the Board shall make a good faith effort to elect a committee representative of the membership diversity, provided, in each such case, that there is a member who is ready, willing, and available to serve on the GF; one member shall be the Treasurer of the Board, who shall serve ex officio on the GF;
(b) the Board shall make a good faith effort to elect to the GF directors who are not also serving on the EC.
Appendix B| CRITERIA FOR MEMBERSHIP AND TIERS OF PARTICIPATION
Section 1. To be a member (a “Member;” plural “Members;” also, in the spirit that participants and stakeholders in the forest sector are partners in the use and enjoyment of the forests, sometimes called a “Partner;” plural, “Partners”), a Person or Organization must (a) make a contribution to the Corporation, either in the form of a financial contribution or an “in-kind” contribution, such as providing goods and services to the Corporation without charge, (b) agree in writing to comply with the purposes and values of the Corporation, and (c) receive official notice of welcome by the Corporation.
Section 2. There shall be five (5) tiers of participation, depending on the amount or value of contribution to the Corporation: Sponsor, Partner, Investor, Affiliate and Friend. Each tier has a minimum contribution requirement, which are set forth in the table below.
Section 3. Introductory Year Contributions – to test the benefits of participation in the Corporation, commencing in year 2019 and thereafter, a new Member may contribute for up to two years at one tier below the Member’s appropriate tiered level.
Section 4. To ensure diversity and participation of a breadth of representative forest sector stakeholders, a Friend may satisfy the contribution requirement by any or any combination of the following steps (sometimes called “give or get”): (a) make a financial contribution; (b) obtain sponsorship by another stakeholder; (c) provide, without charge, goods or services (which can include service on the Board) to the Corporation.
Section 5. It is presumed that:
(a) the Members that comprise the Sponsor Tier and Partner Tier, collectively, will elect, as a group, ten (10) members of the Board;
(b) the Members that comprise the Investor Tier and Affiliate Tier, collectively, will elect, as a group, eight (8) members of the Board; and
(c) the Members that comprise the Friend Tier will, as a group, elect four (4) members;
provided, in each case, that there are sufficient candidates who are ready, willing, and available to serve on the Board. The Board may elect directors from time to time in such a way that these presumptions are not met, so long as the elections are done in good faith and in the best interests of the Corporation, and the Board makes its best efforts to meet these presumptions as soon as possible in subsequent elections.
Section 6. Board participation is optional. If the Members that comprise a group (of one or more tiers) do not designate a Person to fill one or more seats allotted to that group, then the Board may elect one or more other Person (as applicable) to fill the seat(s).
Section 7. The participation tiers are as follows:
|Sponsor||Corporate Sponsors, Foundations & Federal Agencies
(regardless of revenues/holdings)
|Partner||Businesses & Foundations
(revenues/ holdings above $500M)
|Investor||Businesses, Foundations & Large National Associations
(revenues/ holdings below $500M)
(annual funding above $10M)
|Friend||All Other Partners||$1K||4|
Section 8. Special Benefits of Membership: in addition to the benefits of membership stated at the Corporation’s website “forestproud.org,” a Sponsor will receive the right to work with Corporation staff to provide featured content for a video production for the #forestproud platform. A Sponsor and a Partner may request specific employee initiatives (e.g., on-site training or materials).
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