NCSL Foundation for State Legislatures Bylaws

Section 1.1 Name. The name of the corporation is NCSL Foundation for State Legislatures, a Colorado non-profit corporation (the “Foundation”).

Section 1.2 Registered Office and Agent. The Foundation shall have and continuously maintain in the State of Colorado a registered office and a registered agent whose office is identical with that registered office and may have such other offices within or without the State of Colorado as the Board of Directors may from time to time determine.

Section 1.3 Purposes. The Foundation is organized to operate exclusively for charitable, scientific and educational purposes as set forth in its Articles of Incorporation.

Section 1.4 Rules. The following rules shall conclusively bind the Foundation and all persons acting for or on behalf of it:

(a) The Foundation is organized and shall be operated exclusively for charitable, education, and scientific purposes, as defined under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and no part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, its Directors, officers or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered, including, without limitation, to its officers and directors, and to make payments and distributions in furtherance of the purposes set forth herein.

(b) No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Foundation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

(c) The Foundation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or the corresponding provision of any future United States internal revenue statute or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code or the corresponding provision of any future United States internal revenue statute.

The Foundation shall have no members.

Section 3.1 General Powers. The affairs of the Foundation shall be managed by a board of directors (hereinafter, the “Board” or “Board of Directors”), which shall supervise, control and direct the business and affairs of the Foundation; shall determine its policies or changes therein within the limits of these Bylaws; shall actively promote its purposes; and shall have discretion in the disbursement of its funds. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary. 

Section 3.2 Number. The Board of Directors shall be composed of fifty-seven (57) members as follows:

• The seven (7) officers of the National Conference of State Legislatures (NCSL);
• Fifteen (15) currently serving legislators and seven (7) currently serving legislative staff at least six (6) of whom shall be current or former members of the NCSL Executive Committee; and
• Twenty-eight (28) non-NCSL members (including the Vice-President and Vice-President Elect) (collectively, the “Supporting Directors”).

Section 3.3 Term of Office. Directors shall serve the following terms in office:

• The Officers of NCSL shall serve for the greater of their term in office in NCSL or up to seven (7) consecutive years;
• The Vice-President and Vice-President Elect shall serve for the duration of their term in such offices;
• All other Board members shall serve one (1) year terms;
• Directors (with the exception of the NCSL officers) may not serve more than three (3) consecutive terms; and
• Despite the expiration of their term, Directors shall serve until the next meeting at which directors are elected, or until their death, resignation, or removal.

The terms of Directors shall commence immediately following the conclusion of the NCSL Legislative Summit and shall terminate at the conclusion of the next NCSL Legislative Summit. The terms of Directors shall be staggered (to the extent possible) to provide continuity of service, such that approximately one-third (1/3) of the total number of Directors take office each year. To create the staggered rotation of Directors, the Board may initially elect Directors (other than the officers of NCSL) to one (1), two (2) or three (3) year terms. Notwithstanding anything set forth herein to the contrary, Directors serving on the Board at the time of the adoption of these amended and restated bylaws may serve up to three (3) additional consecutive terms in office.

Section 3.4 Qualifications.

(a) With the exception of the Supporting Directors, all Directors must be members in good standing of the NCSL.

(b) All Supporting Directors must be full-time employees of a corporation, organization, or other entity that has contributed to the Foundation (either as a donor or sponsor) during such Supporting Director’s term on the Foundation Board. If a Supporting Director ceases to be qualified to hold office at any time during their term, they will have a period of 6-months in which to become qualified (the “grace period”). Supporting Directors failing to meet the requirements for office upon conclusion of the grace period will automatically be removed from the Board.

Section 3.5 Nominations and Election. Directors are elected by the NCSL Executive Committee from amongst a slate of qualified candidates recommended by the Nominating Committee.

Section 3.6 Regular Meetings. The Board of Directors shall provide by resolution the time, date and place, either within or without the State of Colorado, for the holding of an Annual Meeting and additional regular meetings without notice other than such resolution. The Annual Meeting shall occur during the NCSL Legislative Summit.

Section 3.7 Special Meetings. Special meetings of the Board of Directors may be held at any time on the call of the President, or upon a written request to the President by any three (3) of the Directors. Notice of any special meeting of the Board must state the time, date, and place of the meeting and must be delivered at least three (3) days prior to the date of such meeting by written or printed notice delivered personally, by mail, fax or email to each Director at their address as shown in the records of the Foundation.

Section 3.8 Notice of Directors’ Meetings. Meetings of the board of directors shall be held upon such notice as the bylaws may prescribe. 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. Unless provided otherwise in the articles of incorporation or the bylaws, 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.

Section 3.9 Quorum and Manner of Acting. A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board. The act of a majority of the Directors present at the meeting at which a quorum is present shall be the act of the Board unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

Section 3.10 Vacancies. Any vacancy occurring in the Board of Directors for any reason may be filled by the NCSL Executive Committee at its next meeting from amongst a slate of qualified candidates presented by the Nominating Committee. A Director appointed to fill a vacancy shall serve for the unexpired term of their predecessor in office.

Section 3.11 Resignation and Removal. A Director may resign at any time upon written notice to the Board of Directors. A Director may be removed by the NCSL Executive Committee whenever, in its judgment, the best interests of the Foundation would be served thereby.

Section 3.12 Attendance. Directors failing to attend two (2) consecutive Foundation meetings (including regular and special board meetings and committee meetings) will automatically be removed from the Foundation Board of Directors.

Section 3.13 Meeting by Communications Equipment. Directors may participate in and act at any meeting of the Board through the use of a conference telephone, video conference or any other means of communication by which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, any regular or special meeting to be held by means of remote communication (i.e., by conference call, video conference or other means) may be held upon a minimum of twenty-four (24) hours prior notice.

Section 4.1 Officers. The officers of the Foundation shall be a President, Vice-President, Vice-President Elect, and a Secretary-Treasurer (collectively, the “Officers” and each an “Officer”). In addition, the Board of Directors shall elect or appoint such other officers as it deems desirable, who shall have the authority to perform the duties prescribed from time to time by the Board of Directors.

Section 4.2 Qualifications and Election.

• Officers are elected by the Foundation Board of Directors from amongst a slate of qualified candidates recommended by the Nominating Committee;

• Only current members of the Board of Directors are eligible to serve as Officers of the Foundation;

• The Vice-President and Vice-President Elect must be current Supporting Directors; and
• Officer elections are held at the Annual Meeting of the Board and may be held at any regular or special meeting of the Board, as determined by the Board.

Section 4.3 President. The NCSL President Emeritus shall be the President of the Foundation and shall preside at all meetings of the Board of Directors. The President shall, in general, supervise and control all the affairs of the Foundation, subject to the direction and control of the Board of Directors. The President may sign any deeds, mortgages, bonds, contracts or other instruments, which the Board of Directors has authorized to be executed, except documents the execution of which shall be expressly delegated by law, the Articles of Incorporation, these Bylaws, or the Board of Directors to some other officer or agent of the Foundation. The President shall, in general, perform all duties customarily incident to the office of president and such other duties as may be prescribed from time to time by the Board of Directors. In the event of the President’s inability or refusal to act or the office of President Emeritus of NCSL is vacant, the NCSL Executive Committee shall appoint someone of the same political party to serve the unexpired term of the President.

Section 4.4 Vice-President. The Vice President shall serve a two (2) year term in office. The Vice-President shall assist the President in the discharge of the duties of the President as the President may direct and shall perform such other duties as may be assigned from time to time by the President or the Board of Directors.

Section 4.5 Vice-President Elect. The Vice-President Elect shall be elected by and from among the Supporting Directors to serve a two (2) year term. The Vice-President Elect shall assist the Vice-President in the discharge of the duties of the Vice-President as the Vice-President may direct and shall perform such other duties as may be assigned from time to time by the Vice-President or the Board of Directors. The Vice-President Elect shall automatically succeed to the office of Vice-President upon the conclusion of the Vice-President’s term in office. 

Section 4.6 Secretary-Treasurer. The NCSL Immediate Past Staff Chair shall be the Secretary-Treasurer of the Foundation. The Secretary-Treasurer shall have the responsibility of keeping minutes of the meetings of the Board of Directors in one or more books maintained for that purpose; shall see that all notices are duly given in accordance with applicable law, the Articles of Incorporation and these Bylaws; and shall be the custodian of all records and reports of the Foundation. The Secretary-Treasurer shall be the principal accounting and financial officer of the Foundation and have charge of and be responsible for the maintenance of adequate books of account for the Foundation; shall have charge and custody of all funds and securities of the Foundation, and be responsible therefor, and for the receipt and disbursement thereof; shall deposit all funds and securities of the Foundation in such banks, trusts or other depositories as may be designated by the Board; shall have an annual audit or review (as directed by the Board) of the Foundation’s books conducted by a certified public accounting firm; and in general shall perform all of the duties customarily incident to the office of treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors. The duties of the Secretary-Treasurer may be assigned by the Board in whole or in part to the CEO or such other person(s) as the Board may designate.

Section 4.7 Resignation. Any Officer may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect upon delivery of written notice unless a different effective date is specified in the notice. If the resignation is effective on a future date, the Board may, in its discretion, accelerate the effective date of such resignation.

Section 4.8 Removal. Any of the Officers of the Foundation other than President or Secretary-Treasurer may be removed by the Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer shall not of itself create any contract rights.

Section 4.9 Vacancies. Any vacancy in any Officer position other than President or Secretary-Treasurer because of death, resignation, removal, disqualification or any other cause, shall be filled by the persons authorized to elect that Officer position.

Section 5.1 Nominating Committee. The Nominating Committee shall be comprised of the NCSL President and Staff Chair and of a member of the Board appointed by the President of the Foundation not otherwise up for election. The Nominating Committee shall recommend candidates to serve as Officers and Directors of the Foundation (other than the offices of President, Secretary-Treasurer, and Vice-President) for election by the NCSL Executive Committee or Foundation Board (as applicable) pursuant to Article III, Section 3.5 and Article IV, Section 4.2.

Section 5.2 Board Committees. The Board of Directors, by resolution adopted by a majority of the Directors then in office, may designate one or more committees, each of which shall consist of a majority or more Directors, which to the extent provided in said resolution shall have and exercise the authority of the Board of Directors in the management of the Foundation and be charged with certain duties as outlined in general policies and procedures adopted by the Board; provided, however, that the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Directors of any responsibility imposed by law.

Section 5.3 Other Committees, Task Forces, and Advisory Bodies. Other committees not having and exercising the authority of the Board of Directors in the management of the Foundation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee need not be Directors of the Foundation. The Board of Directors shall appoint the members thereof, including one member to serve as chair of the committee.

Section 5.4 Quorum and Manner of Acting. Unless otherwise provided in these Bylaws, or unless the appointment by the Board requires a greater number, a majority of any committee shall constitute a quorum, and the act of a majority of committee members present and voting at a meeting at which a quorum is present shall be the act of the committee.

Section 5.5 Participation at Meetings by Conference Phone or other Communications Equipment. Committee members may participate in and act at any committee meeting using a conference telephone, video conference or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 5.6 Meetings of Committees. Subject to action by the Board of Directors, each committee by majority vote of its members shall determine the time and place of meetings and the notice required therefor.

Section 5.7 Policies and Procedures. The Board of Directors shall adopt general policies and procedures for the operation of the Board and all committees.

The administrative and day-to-day operation of the Foundation shall be the responsibility of NCSL’s Chief Executive Officer. They shall have the title of CEO and the authority to execute contracts on behalf of the Foundation and as approved by the Board of Directors. The CEO (or their designee(s)) may carry out the duties of the Secretary-Treasurer and perform such other duties as may be specified by the Board. The CEO shall employ and may terminate the employment of members of the staff necessary to carry out the work of the Foundation. The CEO shall be invited to attend and participate, without vote, in all regular and special meetings of the Board of Directors, except those held in executive session.

Section 7.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Foundation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.

Section 7.2 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Foundation shall be signed by such officer or officers, agent or agents of the Foundation 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 shall be signed the President and countersigned by the Secretary-Treasurer.

Section 7.3 Deposits. All funds of the Foundation shall be deposited to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 7.4 Bonding. The Board of Directors may provide for the bonding of such officers and employees of the Foundation as it may from time to time determine.

Section 7.5 Gifts. The Board of Directors may accept on behalf of the Foundation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Foundation.

Section 7.6 Books and Records. The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and any committees having the authority of the Board of Directors. The books and accounts of the Foundation shall be audited or reviewed annually by an independent certified public accountant.

Section 7.7 Fiscal Year. The fiscal year of the Foundation shall be determined from time to time by the Board of Directors.

The Foundation shall indemnify all officers, Directors, employees, committee members and other volunteers of the Foundation to the full extent permitted by law and shall be entitled to purchase insurance for such indemnification of officers, Directors, employees, committee members and other volunteers to the full extent as determined from time to time by the Board of Directors of the Foundation.

Whenever any notice is required to be given under applicable law, 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 deemed equivalent to the giving of such notice.

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by an affirmative vote of a majority of the members of the NCSL Executive Committee present and voting at any meeting of the NCSL Executive Committee at which a quorum is present. Amendments may be proposed by the Board of Directors or by the NCSL Executive Committee.

In the event of the dissolution of the Foundation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Foundation, dispose of all the remaining assets of the Foundation (except any assets held by the Foundation upon condition requiring return, transfer or other conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in accordance with such requirements) exclusively for the purposes of the Foundation in such manner, to NCSL if qualified to receive them or to such other organization or organizations as shall at the time qualify as a tax-exempt organization or organizations under Section 501(c)(3) of the Code or the corresponding provisions of any future United States Internal Revenue statute, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the Foundation is then located, exclusively for such purposes in such manner, or to such organization or organizations, which are organized and operated exclusively for such purposes, as said court shall determine.