BYLAWS OF FORMER AGENTS OF THE FBI FOUNDATION

ARTICLE I

Mission

The Foundation’s Mission is to preserve our shared FBI values and the ideals of the FBI Family; to support the welfare of members of the Society of Former Special Agents (the “Society”), their family members, and others in need; and, to promote education, history, and humanitarian service through scholarships and other programs.

ARTICLE II

Seal

The Foundation’s seal shall consist of a heart with a lit torch within, all encircled with the full name of the Foundation and with the phrase “The Heart of the Society” printed below the heart and outside of the first circle. The border outside of a second circle shall consist of a design of rays. Colors of red, white, and blue shall be shown in the seal when in full color.

ARTICLE III

Members

The Foundation shall have no members.

ARTICLE IV

Board of Trustees

Section 1

The Foundation’s business and affairs shall be managed by its Board of Directors, which may exercise all Foundation powers and perform all lawful acts and things for and on the Foundation’s behalf. These lawful acts may be necessary to effect charitable purposes for which the Foundation is organized and to aid or assist other organizations or persons whose activities further accomplish, foster, or obtain such purposes. The Foundation powers may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions. The Directors may be referred to as “Trustees” which is an historical rather than a legal title.

Section 2

The Foundation Board of Directors shall consist of the Society’s President and optimally six other voting Directors. The maximum number of Directors will not exceed seven, including the Society’s President. The Board additionally may include one Society Associate member, who is a non-voting member.

With the exception of the Society President, who serves ex-officio, the Society’s Board of Directors shall appoint qualified Society members to serve on the Board of Trustees for terms of three (3) years each, with alternating rotations so as to consistently provide the Foundation Board with annual classes of experienced Directors, and assuring that, at all times, the Foundation Board of Directors has at least one member with the qualifications and willingness to serve as Treasurer, if so appointed.

No Director can be appointed for a consecutive term. The tenure of office of a Director shall not be affected by any decrease in the number of Directors.

Section 3

To serve as a Director, a candidate must have been a regular or associate member of the Society for at least three (3) years, be in good standing as a Society regular or associate member, have been active in Society affairs, and have a background in philanthropic or community service. To serve as the Chair, the candidate must have served two years as a Director on either the Society Board of Directors or the Foundation Board of Directors.

The Society’s Nominating Committee shall be responsible for determining the manner of obtaining qualified candidates for the Foundation Director positions and establishing the procedures for screening and selecting the qualified candidates to be submitted to the Society’s Board of Directors for a vote. The Society’s Nominating Committee must consult with the Society’s President who will provide guidance to the Society Nominating Committee on this process and make recommendations of qualified candidates, if desired.

Section 4

The Society’s President is authorized to fill any vacancy occurring in the Foundation Board of Directors for any cause, other than by reason of an increase in the number of Directors. A Director so named shall serve the remainder of the unexpired term.

Section 5

Except as otherwise provided by law or in the Articles of Incorporation, the Society’s Board of Directors may remove any Foundation Director at any time by majority vote for cause. Such removal shall take effect immediately.

Any Director may resign at any time by giving written notice to the Foundation Secretary.

Unless otherwise specified in such written notice, a resignation shall take effect upon delivery thereof to the Foundation Secretary. It shall not be necessary for a resignation to be accepted before it becomes effective.

Section 6

(a) The Foundation Board of Directors may hold regular, annual, or special meetings at any location.

(b) Regular in-person meetings of the Directors shall be held two or more times each year, at such places and on such dates as are fixed by the Chair. At least one such meeting should be scheduled in conjunction with the annual meeting of the Society. Other regular meetings of the Directors may be convened in person, by telephone, or by web-based communications with a quorum of the Directors participating, with advance notice, and on dates fixed by the Chair.

(c) Special meetings may be called by the Chair, or at the request of a majority of the members of the Directors with a quorum of the Directors participating. Notice of the meetings shall specify the time and place and contain an agenda of the business of the meeting, to the extent practicable.

Section 7

At all meetings of the Board of Directors, a majority of the Directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of a majority of the Directors, except as may be otherwise specifically provided by law or the Articles of Incorporation. If a quorum is not present at any meeting of the Board of Directors, the Directors then present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. No voting by proxy will be allowed, although an email vote on a defined issue is acceptable if a Director cannot attend the meeting.

Section 8

Robert’s Rules of Order (Revised) shall be the parliamentary authority for the conduct of meetings of the Board of Directors.

Section 9

Directors shall not be entitled to compensation for their services as Directors, but shall be entitled to receive from the Foundation reimbursement for any reasonable expenses incurred in performing services for the Foundation and in attending Directors’ meetings.

Section 10

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if consent to such action is voted on by a majority of the members of the Board of Directors, and such consent is documented and filed with the minutes of the proceedings of the Board of Directors. Advance notice must have been provided to all Directors about such proposed action.

Section 11

The Board of Directors may participate in any meeting by means of a conference call, web-based communication, or similar communications equipment by means of which all Directors participating in the meeting can hear each other at the same time, and participating by such means shall be conclusively deemed to constitute presence in person at such meeting. Single action items with appropriate definition and notice before a vote is called, can be handled by email. Such action and votes must be documented by the preparation and formal approval of minutes.

Section 12

The Investment Committee that advises the Society’s Board of Directors also shall advise the Foundation Board of Directors. Foundation Directors shall be given ample opportunity to provide their input to the Investment Committee so that the needs of the Foundation are fully met.

Except as otherwise provided herein, the Foundation Chair may appoint such standing and special committees, as he/she deems appropriate.

Section 13

The General Counsel that serves the Society also shall serve the Foundation and care should be taken to consult with the General Counsel whenever any major action or judgement is under review by either the Foundation Directors or the Society Board of Directors to assure determination of legal consequences before committing to a course of action.

ARTICLE V

Officers of the Board of Trustees

Section 1

Prior to the Society’s annual meeting, the Society’s Board of Directors shall name any new Foundation Directors. As soon as possible after the swearing in of the new Foundation Directors at the Society’s annual meeting, the Foundation Board of Directors shall elect the Foundation Chair, who shall accede to the position forthwith. The Foundation Chair shall appoint a Secretary and Treasurer. A non-voting Director may not serve as an officer.

Section 2

The Foundation Chair, Secretary, and Treasurer each shall serve for a one-year term. These officers shall accede to their positions at the time of their election or appointment and serve until the next election or appointment occurs. Such officers may be re-elected or re-appointed to the same office for consecutive terms so long as they continue to serve on the Foundation Board of Directors. Any Foundation officer may resign at any time upon written notice to the Secretary. Such resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice. The Foundation Chair will appoint a replacement officer as soon as possible after such resignation to serve the remainder of the unexpired term. Should the office of the Foundation Chair become vacant during the term, a new Chair will be named by the Society’s President for the unexpired term.

Section 3

The Foundation officers shall have such powers and duties in the management of the Foundation as may be prescribed by the Foundation Bylaws and, to the extent not provided herein, as generally pertain to their respective offices, subject to the control of the Board of Directors. The duties shall include a fiduciary responsibility for the oversight and expenditure of Foundation funds, as well as adherence to the provisions of the Investment Policy Statement (“IPS”) and other approved guidelines.

All Directors will be afforded fiduciary responsibility and related financial training as soon as possible after assuming their positions.

Section 4

The Foundation Chair shall preside at all meetings of the Board of Directors and perform other duties usually pertaining to the office. He/She shall appoint members of the Board of Directors and/or Society members to committees. The Chair may appoint another member of the Board of Directors to serve in his absence. The Foundation Chair shall serve as an ex-officio and voting member of the Society’s Executive Committee and Board of Directors.

The Secretary shall record all voting and actions taken by the Board of Directors and maintain a permanent record thereof in the Foundation’s office. The Secretary shall keep, and cause to be kept, the minutes of all meetings and actions of the Directors and committee of Directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with these Bylaws. The minutes will be completed and distributed on a timely basis.

The Treasurer shall cause adequate books of account and records to be maintained of all financial transactions. In conjunction with the Foundation Chair, and in coordination with the Society Treasurer, the Treasurer shall prepare an annual budget for submission to the Foundation and Society Boards of Directors in accordance with Article VI, Section 3 below. The budget will serve as a guide and not necessarily limit the use of funds for worthy causes arising during the year. The Treasurer shall oversee the preparation of an annual financial report reflecting the results of the fiscal year’s activities and the current condition of assets, liabilities, and capital for submission to the Society membership. In addition, monthly reports of financial conditions and operating results shall be submitted to the members of the Board of Directors. The Treasurer shall supervise the transfers of liquid assets between the Foundation checking account and any savings or investment liquid account to obtain the best return, consistent with the need for funds for awards, scholarships, operating expenses, etc.

Section 5

The Society’s Executive Director shall be the Foundation’s Chief Executive Officer and shall exercise general and active direction over the administrative work of the Foundation, subject to the authority and oversight of the Foundation Board of Directors. The Executive Director may execute, on behalf of the Foundation, all documents, deeds, or notes duly authorized to be executed and shall be the custodian of the seal of the corporation and may affix the same duly attested to such documents, deeds, or notes as may require it.

ARTICLE VI

Miscellaneous

Section 1

The Foundation’s fiscal year shall be from January 1 through December 31 of each year.

Section 2

Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, 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 trustees, need be specified in any written waiver of notice.

Section 3

Reasonably before the beginning of the fiscal year, the Foundation Board of Directors shall submit their most recent financial statements and their proposed budget to the Society’s Board of Directors for its approval. If the proposed budget submitted by the Foundation Board of Directors is not in compliance with the IPS, the Foundation Treasurer and Society’s Treasurer shall make such adjustments to the budget proposal as are necessary to bring it into compliance with the IPS before it is submitted to the Society Board of Directors for approval.

Any subsequent Foundation changes to the budget shall be submitted to the Society’s Treasurer for approval by the Society’s Board of Directors or the Executive Committee at its next regular or special meeting.

In the absence of an approved budget, the Society’s Executive Director has the authority to expend funds as necessary to operate the Foundation, but not expend any funds for strictly program purposes until a budget is approved by the Society’s Board of Directors.

Section 4

These Bylaws may be amended or repealed and new Bylaws made by a majority vote of the Foundation Board of Directors, and ratified by the Society’s Board of Directors, to the extent practicable and as permitted under the Foundation’s Section 501(c)(3) status.

ARTICLE VII

Tax-Exempt Status

Section 1

Notwithstanding any other provisions of these Bylaws, no trustee, officer, employee, or other agent or representative of the Foundation shall take any action for or on behalf of the Foundation if such action is not permitted under Section 501(c)(3) of the Internal Revenue Code or any corresponding provision or future Federal income tax law.

 

Certified to be the original of the Bylaws duly adopted by the Board of Trustees on this 20th day of October, 2021, and approved by the Board of Directors. 

s. Tase Bailey
Foundation Chair Tase Bailey

Submitted by:

s. Michael Prendergast
Foundation Secretary Michael Prendergast

 

 

For a printable copy of these bylaws, click here.