[Dialogue] Revised ICA By-Laws

[David Walters]

BY-LAWS

OF

The Institute of Cultural Affairs

(revised on June 12, 2005 by Board approval)

ARTICLE I

Purposes

The purposes for which the Institute is organized are:

The Corporation is organized and shall be operated exclusively for 
educational, charitable and

scientific purposes. To the extent consistent with such purposes, the 
Corporation shall engage in training and

research, demonstration activities to inspire global social innovators, 
facilitate a new consensus in education,

develop leadership, transform the quality of human service, and activities 
designed to lessen neighborhood

tensions, eliminate prejudice and discrimination, and combat community 
deterioration and juvenile

delinquency, including the presentation of public discussion groups, forums, 
panels, lectures, seminars and

other similar programs, and the dissemination of booklets, pamphlets or 
other similar publications.

The Corporation shall also have all powers which are now or shall hereafter 
be granted to not-forprofit

corporations under the General Not For Profit Corporation Act of the State 
of Illinois.

Notwithstanding any other provision of this Article, the Corporation shall 
not conduct or carry on

any activities not permitted to be conducted or carried on by an 
organization exempt under Section 501(c)(3)

of the United States Internal Revenue Code and the regulations promulgated 
there under as they now exist or

as they may hereafter be amended.

No part of the earnings or assets of the Corporation shall inure to the 
benefit of or be distributed to

any shareholder or member, director or officers of the Corporation or any 
other private individual. The

Corporation shall not carry on propaganda or otherwise attempt in any manner 
to influence legislation or

participate or intervene in any political campaign on behalf of any 
candidate for public office.

If the corporation shall be dissolved, the assets of the corporation shall 
be applied and distributed as

follows:

(a) All liabilities and obligations of the Corporation shall be paid, 
satisfied and discharged, or

adequate provision shall be made therefore;

(b) Assets held by the Corporation upon condition requiring return, transfer 
or conveyance, which

condition occurs by reason of the dissolution, shall be returned, 
transferred or conveyed in accordance with

such requirement;

(c) All remaining assets not disposed of under either of the preceding 
paragraphs (a) or (b) shall be

transferred or conveyed to one or more charitable, scientific or educational 
organizations which shall be

exempt under the provisions of Section 501(c)(3) of the Internal Revenue 
Code of 1954 or the corresponding

provisions of any federal tax law which may then be in effect.

ARTICLE II

Offices

The Institute shall have and continuously maintain in the State of Illinois 
a registered office and a

registered agent whose office is identical with such registered office, and 
may have other offices within or

without the State of Illinois as the Board of Directors may from time to 
time determine



ARTICLE III

Board of Directors

Section 3.1 . General Powers. The affairs of the Institute shall be managed 
by its Board of

Directors.

Section 3.2. Number and Tenure. The number of directors of the Institute 
shall be up to twentyseven.

The Board shall be divided into three classes of nine members each. The term 
of office of each class

shall be three years and until successors shall have been elected and 
qualified. Effective January 1, 1994, each

director may serve only two consecutive three year terms and then may not be 
eligible for re-election as a

director until the passage of one year after the expiration of his/her 
second term. At each regular annual

meeting directors shall be elected by the whole Board to succeed the class 
whose term then expires. Directors

need not be residents of Illinois.

Section 3.3 . Regular Meetings . The regular annual meeting of the Board of 
Directors for the election

of their successors and the transaction of such other business as may be 
properly brought before the meeting

shall be held at the hour of 10:00 A.M. on the third Saturday in October of 
each year, if not a legal holiday, or,

if a legal holiday, then on the next succeeding business day, and shall be 
held at such place as shall be specified

in the notice of such meeting. The Board of Directors may provide by 
resolution the time and place, either

within or without the State of Illinois, for the holding of additional 
regular meetings of the Board without

other notice than such resolution. -

Section 3.4. Special Meeting. A special meeting of the Board of Directors 
may be called by or at the

request of the president or any two directors and such person or persons may 
fix any place, either within or

without the State of Illinois, as the place for holding any special meeting 
of the Board so called.

Section 3.5 . Notice. Notice of the annual or any special meeting of the 
Board of Directors shall be

given at least two days previously thereto by written notice delivered 
personally or sent by mail or telegram to

each director at his address as shown by the records of the Institute. If 
mailed, such notice shall be deemed to

be delivered when deposited in the United States mail in a sealed envelope 
so addressed, with postage thereon

prepaid. If a notice be given by telegram, such notice shall be deemed to be 
delivered when the telegram is

delivered to the telegram company. Any director may waive notice of any 
meeting. 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 because 
the meeting is not lawfully called

or convened. Neither the business to be transacted at, nor the purpose of, 
any regular or special meeting of

the Board of Directors need be specified in the notice or waiver of notice 
of such meeting, unless specifically

required by law, the Articles of Incorporation or by these By-Laws.

Section 3.6 . Action Without a Meeting. Any action required by law to be 
taken at a meeting of the

Board of Directors, or any other action which may 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 entitled to vote in respect of the subject matter thereof. Such 
consent shall have the same force and

effect as a unanimous vote, and may be stated as such in any articles or 
document filed with the Secretary of

State under the General Not For Profit Corporation Act of the State of 
Illinois.

Section 3.7 . Quorum. Six directors shall constitute a quorum for the 
transaction of business at any

meeting, provided if less than six directors are present, a majority of the 
directors present may adjourn the

meeting from time to time without further notice.

Section 3.8 . 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 of Directors except where 
otherwise provided by law, the

Articles of Incorporation or by these By-Laws.





Section 3.9 . Vacancies . Any vacancy, however occurrin g, in the Board of 
Directors and any

directorship to be filled by reason of an increase in the number of 
directors shall be filled by the Board of

Directors. A director elected to fill a vacancy shall be elected for the 
unexpired term of his predecessor in

office.

Section 3.10. Committees of Directors . The Board of Directors, by 
resolution adopted by a majority

of the directors in office, may designate and appoint one or more committees 
each of which shall consist of

two or more directors, which committees, to the extent provided in such 
resolution, shall have and exercise

the authority of the Board of Directors in the management of the 
Corporation. The designation and

appointment of any such committees and the delegation thereto of authority 
shall not operate to relieve the

Board of Directors, or any individual director, of any responsibility 
imposed upon it or him by law.

ARTICLE IV

Officers

Section 4.1 . Number. The officers of the Institute shall be a President, 
one or more Executive Vice

Presidents (if elected by the Board of Directors), one or more Vice 
Presidents (if elected by the Board of

Directors), a Secretary, a Treasurer and such other officers and assistant 
officers as may be elected or

appointed by the Board of Directors. Any two or more offices may be held by 
the same person, except the

offices of President and Secretary.

Section 4.2. Election and Term of Office. The officers of the Institute 
shall be elected annually by

the Board of Directors at the regular annual meeting of the Board of 
Directors. If the election of officers shall

not be held at such meeting, such election shall be held as soon thereafter 
as conveniently possible. Effective

January 1, 1994, no officer may serve successive terms in excess of three 
years, but may be eligible for election

as an officer after the passage of one year from the expiration of his/her 
last terms in office. Election or

appointment of an officer or agent shall not of itself create contract 
rights. Any officer may resign at any time

by giving notice to the Board of Directors or to the President or to the 
Secretary. A resignation of an officer

need not be accepted in order to be effective.

Section 4.3 . Removal. Any officer may be removed by the Board of Directors, 
either with or

without cause, whenever in its judgment the best interests of the Institute 
shall be served thereby. The removal

of an officer shall be without prejudice to the contract rights, if any, of 
the person so removed.

Section 4.4. Vacancies . A vacancy in any officer, however caused, may be 
filled by the Board of

Directors for the unexpired portion of the term.

Section 4.5 . President. The President shall be the principal executive 
officer of the Institute and shall

in general supervise and control all the business and affairs of the 
Corporation, subject to any directions which

may be given by the Board of Directors. He shall preside at all meetings of 
the Board of Directors and shall

have the authority to appoint such managers or assistants, designated by 
geographical region or otherwise, as

he shall determine and shall have the authority to remove such managers or 
assistants at his discretion.

Section 4.6. Executive Vice Presidents . The Executive Vice Presidents, in 
order of their seniority,

shall, in the absence of the President, perform his duties. Any Executive 
Vice President shall perform such

other duties as may from time to time be assigned to him by the President or 
by the Board of Directors.

Section 4.7 . Vice Presidents . Each Vice President shall have such powers 
and perform such duties

as may be from time to time assigned by the President or the Board of 
Directors.

Section 4.8. Treasurer . If required by the Board of Directors, the 
Treasurer shall give a bond for the

faithful discharge of his duties, in such sum and with such surety or 
sureties as the Board of Directors shall

determine. He shall (a) have 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, and deposit all such money in

the name of the Institute, in such banks, trust companies or other 
depositories as shall be selected inaccordance with the provisions of 
Article VI of these By-Laws; and (b) in general, perform all the duties

incident to the office of Treasurer and such other duties as from time to 
time may be assigned to him by the

President or by the Board of Directors.

Section 4.9. Secretary. The Secretary shall (a) keep the minutes of all 
meetings of members and of

the Board of Directors; (b) see that all notices are duly given in 
accordance with the provision of these

By-Laws or as required by law; (c) be custodian of the corporate records and 
of the seal of the Institute and

see that the seal of the Institute is affixed to all documents, the 
execution of which on behalf of the Institute

under its seal is duly authorized under the provisions of these By-Laws; (d) 
keep a register of the post-office

addresses of each member which shall be furnished to the Secretary by such 
member, and (e) in general,

perform all duties incident to the office of the Secretary and such other 
duties as may from time to time be

assigned to him by the President or by the Board of Directors.

Section 4.10. Assistant Secretaries . Each Assistant Secretary shall have 
such powers and perform

such duties as may be from time to time assigned by the President or the 
Board of Directors.

ARTICLE V

Executive Director

The Executive Director is hired by the Board. The Board of Director sets the 
compensation for and

evaluates the performance of the Executive Director. The Executive Director 
has day-to-day responsibilities

for the organization, including carrying out the organiz ation's goals and 
policies. The Executive Director will

attend all Board meetings, report on the progress of the organization, 
answer questions of the Board members

and carry out the duties described in the job description. The Board can 
designate other duties as necessary.

ARTICLE VI

Contracts , Checks, Deposits and Funds

Section 5.1 . Contracts . The Board of Directors may authorize any officer 
or officers, agent or

agents, to enter into any contract or execute and deliver any instrument in 
the name of and on behalf of the

Institute; such authority may be general or confined to specific 
instruments.

Section 5.2. Checks. Drafts etc. All checks, drafts or other orders for the 
payment of money, notes

or other evidence 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 Board of Directors. In the absence of such determination 
by the Board of Directors, such

instruments may be signed by the Treasurer or an Assistant Treasurer and 
countersigned by one other officer

of the Institute.

Section 5.3 . 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 
Board of Directors may select.

Section 5.4. Gifts . The Board of Directors may accept on behalf of the 
Institute any contribution,

gift, request or devise for the general purposes or for any special purpose 
of the Institute.

ARTICLE VH

Records

The Institute shall keep correct and complete books and records of account 
and shall also keep

minutes of the proceedings of the Board of Directors and committees having 
any authority of the Board of

Directors, and minutes of the proceedings of the Global Advisory Council, 
and shall keep at its registered

office or principal office a record giving the names and addresses of the 
members of the Board of Directors

and of the Global Advisory Council

ARTICLE VIII

Fiscal Year

The fiscal year of the Institute shall begin on January 1 of each year and 
end on December 31 of such

year.

ARTICLE IX

Seal

The Board of Directors shall provide a corporate seal which shall be in the 
form of a circle and shall

have inscribed thereon the name of the Institute and the words "Corporate 
Seal, Illinois".

ARTICLE X

Waiver of Notice

Whenever any notice is required to be given under the provisions of the 
General Not For Profit

Corporation Act of the State of Illinois or under the provisions of the 
Articles of Incorporation or the

By-Laws of the State of Illinois , 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 XI

Amendments

These By-Laws may be altered, amended or repealed and new By-Laws may be 
adopted by a majority

of the Board of Directors at any regular or special meeting called for that 
purpose.

635179 revised 1993/revised 2005

s.shared/ICA Board/Board Notebook12004/15-By-Laws of The Institute of 
Cultural Affairs