Review the Information and Filings section for latest regulatory and policy pronouncements.
Read More

Industry News
(VON Magazine)

By-Laws

ARTICLE I - OFFICE

Section 1. Principal Office. The principal office of the Corporation shall be in District of Columbia.

Section 2. Other Offices. The Corporation may also have an office or offices in such other place or places as the business of the Corporation may require and the Board of Directors may from time to time appoint.

ARTICLE II - MEMBERS

Section 1. Annual Meeting. The annual meeting of the members of the Corporation shall be held on a day duly designated by the Board of Directors in the first half of each calendar year, for the purpose of electing directors to succeed those whose terms shall have expired as of the date of such annual meeting, and for the transaction of such corporate business as may come before the meeting.

Section 2. Special Meetings. Special meetings of the members may be called at any time for any purpose or purposes by the Chairman of the Board, the President, by a Vice President, or by a majority of the Board of Directors, and shall be called forthwith by the Chairman of the Board, the President, by a Vice President, the Secretary or any director of the Corporation upon the request in writing of a majority of all the members entitled to vote on the business to be transacted at such meeting. Such request shall state the purpose or purposes of the meeting. Business transacted at all special meetings of members shall be confined to the purpose or purposes stated in the notice of the meeting.

Section 3. Place of Holding Meetings. All meetings of members shall be held as designated by the Board of Directors. To the extent permitted by District of Columbia law governing Non-Profit Corporations, the members may hold their annual meeting by conference telephone or other similar electronic communications equipment.

Section 4. Notice of Meetings. Written notice of each meeting of the members shall be mailed, postage prepaid by the Secretary, to each member of record entitled to vote thereat at his post office address, as it appears upon the books of the Corporation, at least ten (10) days before the meeting. Each such notice shall state the place, day, and hour at which the meeting is to be held and, in the case of any special meeting, shall state briefly the purpose or purposes thereof.

Section 5. Quorum. The presence in person or by proxy of one-third (1/3) of the members of the Corporation shall constitute a quorum at all meetings of the members except as otherwise provided by law, by the Articles of Incorporation or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the members present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. The failure of a meeting of members to constitute a quorum shall not otherwise affect the validity of any acts entered into by the Corporation, or its directors.

Section 6. Conduct of Meetings. Meetings of members shall be presided over by the President of the Corporation or, if he is not present, by a Vice President, or, if none of said officers is present, by a chairman to be elected at the meeting. The Secretary of the Corporation, or if he is not present, any Assistant Secretary shall act as secretary of such meetings; in the absence of the Secretary and any Assistant Secretary, the presiding officer may appoint a person to act as Secretary of the meeting.

Section 7. Voting. At all meetings of members every member entitled to vote thereat shall have one (1) vote. Such vote may be either (i) in person; (ii) by proxy appointed by an instrument in writing subscribed by such members or his duly authorized attorney, bearing a date not more than three (3) months prior to said meeting, unless said instrument provides for a longer period; or (iii) to the maximum extent permitted by District of Columbia law governing non-profit corporations, by electronic mail or facsimile. In the case of a vote by proxy, such proxy shall be dated, but need not be sealed, witnessed or acknowledged. All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law, in the Articles of Incorporation or by these By-Laws.

If the chairman of the meeting shall so determine, a vote by ballot may be taken upon any election or matter, and the vote shall be so taken upon the request of ten percent (10%) or more of all of the members entitled to vote on such election or matter. In either of such events, the proxies, ballots, or electronic votes shall be received and be taken in charge, and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by the tellers. Such tellers shall be appointed by the chairman of said meeting.

Section 8. Identity of Members. The members of the Corporation shall be composed of any individual or organization that has fulfilled its membership duties, and each member shall retain its status as member so long as it pay any and all annual dues imposed by the Corporation upon its members. The Board of Directors, by majority vote, may create categories of membership, and set forth the dues and privileges for each category of membership.

ARTICLE III - BOARD OF DIRECTORS

Section 1. General Powers. The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation. The Board of Directors shall be elected by the members at the annual meeting of members, in a manner consistent with Section 3 hereinbelow. At the annual meeting of members, the reappointment of those directors whose terms are to expire, shall be decided by a majority vote of all members present, whether in person, by proxy, or by electronic communication at such a meeting.

Section 2. Number and Term of Office . The number of directors shall be seven (7) or such other number, but not less than three (3) nor more than ten (10), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Directors must be members or a duly appointed representative of a member. Except as otherwise provided hereinbelow, the directors shall serve for a period of two (2) years. At each annual meeting of the members, the successor directors shall be elected to hold office for a term of two (2) years.

Section 3. Nomination and Election of Directors.

(a) All members of the Board of Directors shall be elected at the annual meeting of the members as follows:

The initial members of the Board of Directors shall be appointed in the Corporation’s Articles of Incorporation. In each year following the initial appointment of the Board of Directors, the number of directors to be elected during the annual meeting of members will be noted at the start of the meeting. At the initial meeting of the directors, the Board of Directors shall be classified into two classes, with three of the initial directors in class 1 and four of the initial directors in class 2. The initial directors shall decide which directors will be class 1 directors and which will be class 2 directors in their initial meeting. In the event that the number of directors shall be increased or decreased, it is the intent of the incorporators that an equal number of directors shall be in class 1 and class 2. Except as otherwise provided hereinbelow, each class of directors shall be elected for a term of two (2) years. The term of office of all directors shall begin immediately after their election. The directors elected to fill the positions in class 1 will, however, serve an initial term of one year and the directors elected to fill the positions in class 2 will serve an initial term of two years. At the expiration of the term of the initial class 1 directors, their successors to be elected from time to time by members at the annual meeting of members, shall serve a two-year term.

(b) All members of the Board of Directors shall serve until the expiration of their respective terms or until they shall sooner resign, be removed, or die and until their respective successors are elected and qualified to serve. Any director may resign from the Board of Directors by providing thirty (30) days written notice to the Corporation.

(c) At least thirty (30) days prior to the Annual Meeting of the members of the Corporation, the Nominating Committee shall decide upon a slate of directors to replace or succeed those directors whose terms are expiring, and shall present such slate to all members not less than twenty (20) days prior to said Annual Meeting. Upon written request of at least one of the members of the Corporation, made to a member of the Nominating Committee not less than ten (10) days prior to said Annual Meeting, designating an additional slate or slates of directors, the Nominating Committee shall present such slate or slates to all the members of the Corporation. Immediately thereafter, the Secretary shall apprise all members of the Corporation of said slate or slates.

The Nominating Committee shall thereafter present the said slate or slates of nominees to all members of the Corporation for election at the Annual Meeting.

Section 4. Filling of Vacancies. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of his successor, or until he shall be removed, prior thereto, by an affirmative vote of a majority of the directors.

Similarly and in the event of the number of directors being increased as provided in these By-Laws, the additional directors so provided for shall be elected by a majority of the entire Board of Directors already in office, and shall hold office until the next annual meeting of members.

Any director may be removed from office with or without cause by either (i) the affirmative vote of a majority of the members entitled to vote at any special meeting of members called for that purpose; or (ii) the affirmative vote of two-thirds (2/3) of the directors entitled to vote at any special meeting of directors called for that purpose.

Section 5. Place of Meeting. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the District of Columbia, at such place or places as they may from time to time determine by resolution or by written consent of a majority of the directors. To the extent permitted by District of Columbia law governing Non-Profit Corporations, the Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held pursuant thereto. The annual meeting of the Board of Directors shall be held immediately following the annual meeting of members at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board.

Section 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by any member of the Board of Directors. The Secretary shall give notice of each special meeting of the Board of Directors, by mailing the same at least seven (7) days prior to the meeting or by telegraphing the same at least four (4) days before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director shall be present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objectives of any special meeting.

Section 8. Quorum. A quorum shall consist of a majority of the Members of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of enough Directors to leave less than a quorum, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 9. Required Vote. An affirmative vote of a majority of those present shall be necessary for the passage of any resolution.

Section 10.  Compensation of Directors. Directors shall not receive any stated salary for their services as such. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity, and receiving compensation therefor.

Section 11. Nominating Committee. The Board of Directors shall elect a Nominating Committee consisting of the President and at least one other director. The

Nominating Committee shall be selected by the Board of Directors at the regular meeting of the Board of Directors following the annual meeting.

Section 12. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors.

ARTICLE IV - OFFICERS

Section 1. Election, Tenure and Compensation. The officers of the Corporation shall be a President, a Secretary, and a Treasurer, and also such other officers including a Chairman of the Board and/or one or more Vice Presidents and/or one or more assistants to the foregoing officers as the Board of Directors from time to time may consider necessary for the proper conduct of the business of the Corporation. The officers shall be elected annually by the Board of Directors at its first meeting following the annual meeting of the members except where a longer term is expressly provided in an employment contract duly authorized and approved by the Board of Directors. The President and Chairman of the Board shall be directors and the other officers may, but need not be, directors. Any two or more of the above offices, except those of President and Vice President or President and Secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws to be executed, acknowledged or verified by any two or more officers. The compensation or salary paid all officers of the Corporation shall be fixed by resolutions adopted by the Board of Directors.

In the event that any office other than an office required by law, shall not be filled by the Board of Directors, or, once filled, subsequently becomes vacant, then such and all references thereto in these By-Laws shall be deemed inoperative unless and until such office is filled in accordance with the provisions of these By-Laws.

Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, all officers and agents of the Corporation shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors, and as officers, agents, and employees, shall hold office at the discretion of the Board of Directors or of the officers appointing them.

Section 2. Powers and Duties of the Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors unless the Board of Directors shall by a majority vote of a quorum thereof elect a chairman other than the Chairman of the Board to preside at meetings of the Board of Directors. He may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation; and he shall be ex-officio a member of all standing committees.

Section 3. Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and shall have general charge and control of all its business affairs and properties. He shall preside at all meetings of the members.

The President may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation. He shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall be ex-officio a member of all the standing committees. He shall do and perform such other duties as may, from time to time, be assigned to him by the Board of Directors.

In the event that the Board of Directors does not take affirmative action to fill the office of Chairman of the Board, the President shall assume and perform all powers and duties given to the Chairman of the Board by these By-Laws.

Section 4. Powers and Duties of the Vice President. The Board of Directors shall appoint a Vice President and may appoint more than one Vice President. Any Vice President (unless otherwise provided by resolution of the Board of Directors) may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation. Each Vice President shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or by the President. In case of the absence or disability of the President, the duties of that office shall be performed by any Vice President, and the taking of any action by any such Vice President in place of the President shall be conclusive evidence of the absence or disability of the President.

Section 5. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of members and directors and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect to do so, any such notice may be given by any person hereunto directed by the President, or by the directors or members upon whose written request the meeting is called as provided in these By-Laws. The Secretary shall record all the proceedings of the meetings of the members and of the directors in books provided for that purpose, and he shall perform such other duties as may be assigned to him by the directors or the President. He shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the President, and attest the same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Directors and the President.

Section 6. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation, and he shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. He shall render to the President and the Board of Directors, whenever either of them so requests, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board or Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation in case of his death, resignation, retirement or removal from office of all books, papers, vouchers, moneys, and other properties of whatever kind in his possession or under his control belonging to the Corporation.

The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Directors and the President.

Section 7. Assistant Secretary. The Board of Directors may appoint an Assistant Secretary or more than one Assistant Secretary. Each Assistant Secretary shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Secretary in the absence or disability of the Secretary and shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or the President. In case of the absence or disability of the Secretary, the duties of the office shall be performed by any such Assistant Secretary, and the taking of any action by any such Assistant Secretary in place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary.

Section 8. Assistant Treasurer. The Board of Directors may appoint an Assistant Treasurer or more than one Assistant Treasurer. Each Assistant Treasurer shall (except as otherwise provided by resolution of the Board of Directors) have power to perform all duties of the Treasurer in the absence or disability of the Treasurer and shall have such other powers and shall perform such other duties as may be assigned to him by the Board of Directors or the President. In case of the absence or disability of the Treasurer, the duties of the office shall be performed by any Assistant Treasurer, and the taking of any action by any such Assistant Treasurer in place of the Treasurer shall be conclusive evidence of the absence or disability of the Treasurer.

ARTICLE V - CORPORATE SEAL

Seal. In the event that the President shall direct the Secretary to obtain a corporate seal, the corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of its organization and the words "DISTRICT OF COLUMBIA". Duplicate copies of the corporate seal may be provided for use in the different offices of the Corporation but each copy thereof shall be in the custody of the Secretary of the Corporation or of an Assistant Secretary of the Corporation nominated by the Secretary.

ARTICLE VI - BANK ACCOUNTS

Such officers or agents of the Corporation as from time to time shall be designated in writing by the Board of Directors shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board of Directors, and such officers or agents as from time to time shall be authorized in writing by the Board of Directors may withdraw any or all of the funds of the Corporation so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Directors until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such bank or trust company. There shall from time to time be certified to the banks or trust companies in which funds of the Corporation are deposited, the signature of the officers or agents of the Corporation so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President or a Vice President and countersigned by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer of the Corporation. Notwithstanding the foregoing, no checks shall be issued or drawn in the name of the Corporation, without first receiving the written approval of two (2) directors prior to said issuance or draw.

ARTICLE VII - MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors.

Section 2. Notices. To the extent permitted by District of Columbia law, whenever, under the provisions of these By-Laws, notice is required to be given to any director, officer or member, it shall not be construed to mean personal notice, but such notice shall be given in writing, in one of the following manners (i) by mail, by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to each member, officer or director at such address as appears on the books of the Corporation; (ii) by facsimile; or by electronic communication such as "e-mail"; and such notice shall be deemed to be given at the time the same shall be thus mailed, faxed, or transmitted by electronic means. Any member, director or officer may waive any notice required to be given under these By-Laws.

ARTICLE VIII - AMENDMENTS

Amendment of By-Laws. The Board of Directors shall have the power and authority to amend, alter or repeal these By-Laws or any provision thereof, and may from time to time make additional By-Laws, by majority resolution in a meeting where at least two-thirds (2/3) of the directors are present. The members shall also have the power to amend the By-Laws in a meeting in which two-thirds (2/3) of such members are present in person or by proxy.

ARTICLE IX - INDEMNIFICATION

Section 1. Indemnification of Directors and Officers . The Corporation shall indemnify and advance expenses to a director or officer of the Corporation in connection with a proceeding to the fullest extent permitted by and in accordance with District of Columbia Law regarding Non-Profit Corporations, as the same may be amended from time to time.

Section 2. Indemnification of Employees and Agents. With respect to an employee or agent, other than a director or officer, of the Corporation, the Corporation may, as determined by the Board of Directors of the Corporation, indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.

ARTICLE X - RESTRICTIONS ON OPERATIONS

Restrictions on Operations and Recruitment. No Member, Director or Officer shall at any time discuss the prices of Member products, agree on or allocate markets or customers or engage in any conduct in violation of the antitrust laws. No Member Director or Officer shall engage in employment recruiting or interviewing at any meeting of Members, Directors or Officers. No meetings shall be used for marketing or other commercial purposes. The Corporation shall not enter into a business venture which is in competition with any of its Members.