(AMENDED July 9, 2015)
ARTICLE I. NAME
The name of this corporation is The Actuarial Foundation (hereinafter referred to as "the Foundation").
ARTICLE II. OBJECTIVES
Section 1. Mission. To develop, fund and execute education, scholarship and research programs that serve the public and the profession by harnessing the talents and resources of actuaries.
Section 2. Vision. An educated public in pursuit of a secure financial future.
Section 3. Goals. To accomplish this purpose, the Foundation will pursue a variety of goals through giving and receiving grants, as determined from time to time, focusing on education, scholarships, research and consumer financial education initiatives for the public, and involving communication and appropriate partnerships in each endeavor, when possible.
ARTICLE III. REGISTERED OFFICE and AGENT
The Foundation shall have and continuously maintain in the state of Illinois a registered office, and may have other offices within or without the state of Illinois as the Trustees may from time to time determine.
ARTICLE IV. MEMBERS
The Foundation is not a membership organization and, as such, has no members.
ARTICLE V. TRUSTEES
Section 1. Authority. The property and affairs of the Foundation shall be managed by its Board of Trustees.
Section 2. Board Composition. The number of trustees may vary from time to time based
upon need and approval of the Trustees. The number of Trustees shall total at least 25 and not more than 30 and include at least:
Two members each from the supporting actuarial organizations, i.e., the Society of Actuaries, Casualty Actuarial Society, American Academy of Actuaries, Conference of Consulting Actuaries and American Society of Pension Professionals and Actuaries.
Section 3. Elections. The Nominating Committee shall recommend to the Board of Trustees a slate of candidates for election as Trustees. Trustees shall be elected annually by the Board of Trustees. Trustees shall serve staggered terms such that approximately one-third of Trustees are elected each year.
Section 4. Term of Office. A Trustee shall serve a three-year term unless otherwise designated for a shorter term by the Nominating Committee. A Trustee shall serve no more than six consecutive years. A Trustee reelected to the Board from an Emeritus Trustees position may not serve more than one three-year term and following that three-year term is not eligible for reelection in the future.
A Trustee serving in the position of Foundation Chair, Chair-Elect, or Immediate Past Chair serves one-year in that elected position. Secretary/Treasurer is a two-year elected position.
Section 5. Resignation. A Trustee may resign at any time by giving written notice of such resignation to the Foundation Chair. The resignation shall become effective upon receipt of the notice by the Foundation Chair.
Section 6. Removal. A Trustee may be removed, with or without cause, by the affirmative vote of a super-majority of the Trustees at a meeting of the Trustees.
Section 7. Vacancies. Upon the resignation, death, or removal of any Trustee, the Board of Trustees may appoint a successor to fill the vacancy.
Section 8. Meetings.
(A) Annual and Regular Meetings. The Trustees may provide the time and place for the holding of a meeting annually of the Trustees. Additional regular meetings of the Trustees may be held at such times and places as agreed upon by the Trustees.
(B) Special Meetings. Other special meetings of the Trustees may be called by the Foundation Chair or by any three trustees. Special meetings of the Board may be convened via conference call or other electronic means.
(C) Notice. Except with respect to conference call or other electronic meetings, notice of any special meeting of the Trustees shall be given no fewer than 20 days and no more than 60 days prior to the date of that meeting by written notice. Notice of conference call or other electronic meetings shall be provided at least 5 days in advance of such meeting.
(D) Attendance by Telephone. Under extraordinary circumstances a Trustee may request permission to participate in a Board meeting via teleconference. The Foundation Chair may grant such requests if he/she determines that such participation will not be disruptive to the meeting attendees.
Section 9. Voting. Voting rights of a Trustee shall not be delegated to another or exercised
(A) Quorum. At any meeting of the Trustees, no fewer than a majority of the Trustees shall constitute a quorum for the transaction of any business of the Foundation, and such business thus transacted shall be valid, providing it is affirmatively passed by a majority of those present, unless a super-majority is required.
(B) Super-majority. A super-majority, defined as two-thirds of the entire Board of Trustees shall be required for the election and removal of Trustees, for amendments to the Bylaws, and for dissolution of the Foundation.
(C) Voting by Mail. Proposals may be submitted by the Foundation Chair to the Trustees for vote by mail, facsimile transmission or other electronic medium. Any such action may be taken without a meeting if a consent in writing (whether by mail, facsimile, or other electronic medium), setting forth the action, shall be signed by all Trustees entitled to vote with respect to the subject matter thereof.
Section 10. Rules of Order. The Board of Trustees may adopt rules for its meetings and proceedings not inconsistent with these Bylaws or Illinois law.
Section 11. Compensation. Trustees shall not expect to receive compensation for their services as Trustees on the Board. Expense reimbursement may be provided (as specified in Policies and Procedures) unless otherwise available.
Section 12. Trustee's Interest. Any Foundation transaction in which a Trustee has a conflict of interest must be specifically approved, after full disclosure of all material facts to all disinterested Trustees, by affirmative vote of the majority of disinterested Trustees at a regular or special meeting.
Section 13. Loans and Guarantees. No loan, guarantee, or other form of security shall be made or provided by the Foundation to or for the benefit of its Trustees.
ARTICLE VI. OFFICERS AND EXECUTIVE DIRECTOR
Section 1. Officers. The officers of the Foundation shall be the Foundation Chair, Chair-elect and the Secretary/Treasurer. A Trustee may hold only one office at one time. A Trustee may hold different offices at different times. While serving in a leadership position on the Board of a supporting actuarial organization, a Trustee may not serve as an Officer of The Actuarial Foundation.
Section 2. Elections. The officers of the Foundation shall be elected from among the Trustees by the Trustees at a meeting of the Board. The term of office for the Foundation Chair and Chair-elect is one year. The term of office for the Secretary/Treasurer is two years.
Section 3. Resignation. Any officer may resign at any time by giving written notice of such resignation to the Foundation Chair. The resignation shall become effective upon receipt of the notice by the Foundation Chair. The Foundation Chair may resign by giving written notice of such resignation to the Chair-elect. The effective date of the Foundation Chair's resignation is the date the notice is received by the Chair-elect.
Section 4. Removal. Any officer of the Foundation may be removed, with or without cause, from office at any time by a super-majority of the Trustees at a regular or special meeting.
Section 5. Vacancies. Upon the resignation, death, or removal of an officer, vacancies may be filled by vote of a super-majority of the Trustees.
Section 6. Duties of Officers.
(A) Foundation Chair. It is the responsibility of the Foundation Chair to preside, as a voting member, at all meetings of the Foundation. In addition, the Foundation Chair
(1) shall propose Chairs of committees authorized by the Trustees.
(2) shall decide on all questions of order.
(3) shall sign, with the Secretary/Treasurer, Executive Director, or other proper representative of the Foundation authorized by the Trustees, any deeds, mortgages, bonds, contracts, or other instruments that the Trustees have authorized to be executed.
(4) shall ensure that all provisions of these Bylaws and other Foundation governing policies are accurately and faithfully administered.
(5) shall perform other such duties as requested from time to time by the
(6) shall be an ex-officio member of all committees and task forces of the
(B) Chair-elect. The Chair-elect shall have such duties as may be assigned by the Foundation Chair or the Trustees. In the absence of the Foundation Chair or in the event of the Foundation Chair's inability or refusal to act, the Chair-elect shall perform the duties of the Foundation Chair's office.
(C) Secretary/Treasurer. The Secretary/Treasurer shall have overall responsibility for supervising the financial operations, business affairs and perform all customary duties incident to the office and such other duties as may be assigned from time to time. The Secretary/Treasurer shall sign, with the Foundation Chair, Executive Director, or other proper representative of the Foundation authorized by the Trustees, any deeds, mortgages, bonds, contracts, or other instruments that the Trustees have authorized to be executed. The Secretary/Treasurer shall cause to be maintained minutes of the meetings of the Foundation, shall see that all notices are duly given in accordance with applicable law and these Bylaws, and shall be custodian of the corporate records. The duties of the Secretary/Treasurer may be assigned, in whole or in part, to the Executive Director.
Section 7. Executive Director
The Board of Trustees may appoint or employ an Executive Director, who shall be the chief operating official of the Foundation and who shall be responsible to the Board of Trustees. The Executive Director shall have such title as determined by the Board of Trustees. The Executive Director shall assist the Officers, Trustees and committees of the Foundation in the performance of their duties; and be responsible for managing the business office of the Foundation. The Executive Director
(1) shall sign, with the Foundation Chair, Secretary/Treasurer or other proper representative of the Foundation authorized by the Trustees, any deeds, mortgages, bonds, contracts, or other instruments that the Trustees have authorized to be executed.
(2) shall prepare, or cause to be prepared, a financial statement for the Foundation and provide the Trustees with such projections of financial operations as may seem appropriate at the time.
(3) shall submit an annual written report to the supporting actuarial organizations on the Foundation’s activities, plans and finances.
ARTICLE VII. COMMITTEES
Section 1. Nominating Committee. The Foundation Chair shall appoint, with Board approval, a Chair of the Nominating Committee who will then recommend to the Board for its approval a Nominating Committee that includes at least one member from each of the supporting U.S. actuarial organizations listed.
Section 2. Executive Committee. The Trustees annually shall appoint from the Trustees an Executive Committee. It shall include the Foundation Chair (as Chair of the Committee), Chair-elect, Secretary/Treasurer, Immediate Past Chair and at least four (4) other Trustees. The Executive Director shall serve ex-officio and without vote. The Committee shall act as authorized by the Trustees.
Section 3. Standing Committees. The standing committees, in addition to the Executive Committee and Nominating Committee, shall be the Consumer Financial Education Committee, Investment Committee, Research Committee, Scholarship Committee, and Student Achievement Committee. There shall be set forth in the Policies and Procedures the purposes, duties, powers, composition, manner and term of appointment and method of operation of such standing committees. The Foundation may have such other standing committees as are established by resolution of the Board of Trustees.
Section 4. Other Committees. The Trustees may establish special committees, subcommittees, and task forces as necessary that are not in conflict with other provisions of these Bylaws. Such committees are required to act within the limits of the charge given that committee and approved by the Trustees.
Section 5. Scope of Committee Actions. No committee, or committee member, may undertake to commit Foundation resources, including but not limited to sponsorship, staff effort, or disbursement of funds, without authority from the Trustees.
Section 6. Appointment Process and Term of Office. Each committee shall have a chair proposed by the Foundation Chair, with the advice and counsel of the respective current committee chair, for Board approval. For the final year of the term of the chair each committee shall have a vice-chair proposed by the Foundation Chair, with the advice and counsel of the respective current committee chair for Board approval. In addition, each committee may also have a vice-chair to serve the other one or two years of the term of the chair proposed by the Foundation Chair, with the advice and counsel of the respective current committee chair, for Board approval. The maximum term for a chair shall be three years. The maximum term for a vice-chair shall be three years.
The members of committees shall be appointed by the chairs of committees. The term for a committee member is three years and may be renewed by the committee chair. Members of committees may be Trustees of the Foundation or other individuals.
Section 7. Resignation. A committee member may resign at any time by giving written notice of such resignation to the current chair of the specified committee. The resignation shall become effective upon receipt of the notice by such chair.
Section 8. Removal. Any committee chair, or committee member, may be discharged or removed by action of a majority of the Trustees present at a meeting at which a quorum is present.
Section 9 Voting. Voting rights of a committee member shall not be delegated to another or exercised by proxy.
Section 10. Quorum and Manner of Acting. At any meeting of a committee of the Foundation, a majority of that committee shall constitute a quorum for the transaction of any business of that committee and such business thus transacted shall be valid providing it is affirmatively passed by a majority of those present.
Section 11. Attendance by Telephone. The meetings and proceedings of the committees may be conducted through the use of a conference telephone or other communications equipment that allows persons participating in the meeting to communicate with each other. Such participation in a meeting shall constitute presence at the meeting.
ARTICLE VIII. FINANCES AND CONTRACTS
Section 1. Fiscal Year. The fiscal year shall be prescribed by the Trustees.
Section 2. Not For Profit. The Foundation is organized under Illinois law, shall operate as an Illinois Not For Profit Corporation, and shall have such powers as are now or may be granted by the General Not For Profit Corporation Act of the State of Illinois (or any corresponding future Act), including the power to purchase, take, receive, lease as lessee, take by gift, or legacy, or otherwise acquire, and to own, hold, use, and otherwise deal in and with any real or personal property, or any interest therein, situated in or out of the State of Illinois, and to sell, convey mortgage, pledge, lease as lessor, and otherwise dispose of all or any part of its property and assets.
Section 3. Statement of Tax-Exempt Purpose. The Foundation is organized exclusively for the purposes specified in Article II of these Bylaws and any purpose appropriate for an organization defined by Section 501(c)(3) of the United States Internal Revenue Code of 1986 (or the corresponding provision of any future Internal Revenue Code).
No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, its Trustees, officers, or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and reasonable reimbursements for expenses advanced or incurred on behalf of the Foundation, and to make payments and distributions in furtherance of the purposes set forth in these Bylaws. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. The Foundation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. The Foundation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 4. Budget. The Executive Director shall submit to the Trustees, for approval, an annual operating budget covering all revenues and expenses of the Foundation including planned allocations for grants in the forthcoming year.
Section 5. Books and Records.
(A) General Requirements. The Foundation shall keep correct and complete books and records of account and shall also keep record of the proceedings of all meetings of the Board of Trustees and of the Executive Committee.
(B) Annual Audit. The Foundation shall provide for an annual audit of financial records of the Foundation by an independent certified public accountant. The Secretary/Treasurer shall make an annual report to the Board on the results of the audit, and provide a written copy of such results to each Trustee.
Section 6. Contracts, Loans, Deposits, Checks and Gifts.
(A) Contracts. The Trustees may authorize any officer or agent to enter into any contract or to execute or deliver any instruments on behalf of the Foundation. This authority may be general or confined to specific instances.
(B) Loans. No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in its name, unless and except as authorized by a majority of the Trustees. Any officer or agent of the Foundation specifically authorized may affect loans or advances for the Foundation and for such loans and advances may make, execute, and deliver promissory notes, bonds, or other evidence of indebtedness of the Foundation. Any officer or agent who is specifically authorized may mortgage, pledge, hypothecate, or transfer as security for the payment of any and all loans, advances, indebtedness, and liabilities of the Foundation any real property and all stocks, bonds, or other securities and other personal property at any time held by the Foundation, and to that end may endorse, assign, and deliver the same, and do every act and thing necessary or proper. This authority may be general or confined to specific instances.
(C) Checks and Drafts, etc. Except as otherwise established by resolution of the Board of Trustees or as provided in the Foundation’s Policies and Procedures, all notes, drafts, acceptances, checks, and endorsements or other evidence of indebtedness shall be signed by the Foundation Chair, Chair-elect, Secretary/Treasurer or Executive Director, or in such other manner as the Trustees may determine.
(D) Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trusts companies, or other depositories or investments as the Trustees may direct.
(E) Gifts. The Trustees 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. Bonding. Trust or surety bonds shall be furnished for the Foundation Chair, Chair-elect, Secretary/Treasurer, Executive Director and such other Trustees, committee members, volunteers, or employees of the Foundation, as the Trustees shall direct. The Trustees shall determine the amount of such bonds.
Section 8. Dissolution. Dissolution of the Foundation may be authorized by a super-majority vote of the Trustees of the Foundation. In the event of the dissolution of the Foundation, no individual shall be entitled to any distribution or division of its remaining property or its proceeds. The Board of Trustees is encouraged to seek the counsel of the leadership of the supporting actuarial organizations. The Board of Trustees shall, as it determines after paying or making provisions for payment of all the liabilities of the Foundation, dispose of all the assets of the Foundation in a manner consistent with the purpose of the Foundation as stated in Article II of these Bylaws; or exclusively for the purposes within the intention of Section 501(c)(3) of the United States Internal Revenue Code of 1986 (or the corresponding provision of any future Internal Revenue Code). Any such assets not so disposed of shall be disposed of by the General Court of Justice of the county in which the principal office of the Foundation is then located, exclusively for the purposes within the intention of Section 501(c)(3) of the United States Internal Revenue Code of 1986 (or the corresponding provision of any future Internal Revenue Code), or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE IX. POLICIES AND PROCEDURES
Section 1. Establishment. The Board of Trustees shall, by majority vote, establish a body of policies and procedures to govern the organization and operation of important aspects of the affairs of the Foundation. Such policies and procedures shall cover such matters as are specifically required by these Bylaws, including the organization and operation of the Board, committees and structure of the Foundation, procedures for the nomination and election of officers and trustees, the duties and authority of the Executive Director, the fiscal year of the Foundation, and such other matters as the Board of Trustees shall deem appropriate.
Section 2. Publication. The policies and procedures adopted by the Board of Trustees shall be available to any individual upon written request to the Secretary-Treasurer.
Section 3. Amendment. The Policies and Procedures of the Foundation may be amended by the Board of Trustees at any meeting by majority vote.
ARTICLE X. AMENDMENTS
These Bylaws may be amended or repealed by a super-majority vote of the Trustees of the Foundation. Notice of any Bylaws amendment must be provided to all members of the Board of Trustees at least 10 days prior to the scheduled vote. Amendments must not be inconsistent with either the Articles of Incorporation or the Illinois General Not-for-Profit Corporation Act.
ARTICLE XI. INDEMNIFICATION
Section 1. Mandatory Indemnification. Each person who is a Trustee, officer, Executive Director, employee, or agent of the Foundation, or who volunteers services to the Foundation, or is or was serving at the request of the Foundation in that capacity (and such person's heirs, executors, administrators, and personal representatives), shall be indemnified by the Foundation against all costs and expenses (including but not limited to legal fees, amounts of judgments paid, and amounts paid in settlement) reasonably incurred in connection with the defense of any claim, action, suit, or proceeding, whether civil, criminal, administrative, or other, in which such person may be involved by virtue of being or having been affiliated with the Foundation, or in connection with any appeal therein; provided, however, that in the event of a settlement, the indemnification herein provided shall apply only when the Board of Trustees approves such settlement; and provided further that such indemnity shall not be operative with respect to any matter as to which such person shall have been finally adjudged liable in such claim, action, suit, or proceeding on account of his or her own willful misconduct.
The rights accruing to any person under this Article shall be without prejudice to any rights or benefits given by the Trustees inconsistent therewith in special cases and shall not exclude any other rights or benefits to which such person may be lawfully entitled.
Section 2. Supplementary Benefits. The Foundation may supplement the right of indemnification under Section 1 by one or more of the purchase of insurance, the entering into of indemnification agreements, and the paying of advances for related expenses of any person indemnified.