Bylaws of the Equipment Leasing and Finance Foundation
- Article I: Purposes
- Article II: Offices
- Article III: Trustees
- Article IV: Notices
- Article V: Officers
- Article VI: General Provisions
Article I
Purposes
Section 1. The Equipment Leasing and Finance Foundation (the Foundation) is established solely to support leasing education and research for the tax-exempt purposes of the Equipment Leasing Association of America, Inc. (ELA), pursuant to Sections 501(c)(3) and 509(a)(3) of the Internal Revenue Code of 1986. The Foundation shall be operated, supervised and controlled by ELA, and the Foundation shall not be controlled directly or indirectly by one or more disqualified persons, as defined by Section 4946 of the Internal Revenue Code of 1986, other than "foundation managers" and other than ELA. All activities of the Foundation shall be carried on in compliance with the requirements of the foregoing Sections of the Internal Revenue Code. This bylaw shall not be altered, amended or repealed except by the ELA Board of Directors (or that Board's Executive Committee).
Article II
Offices
Section 1. The registered office shall be in the City of Washington, District of Columbia.
Section 2. The Foundation may also have offices at such other places both within and without the District of Columbia as the Board of Trustees may from time to time determine or the affairs of the Foundation may require.
Article III
Trustees
Section 1. All trustees of the Foundation shall be appointed by the ELA Board of Directors (or by that Board's Executive Committee). The number of trustees of the Foundation shall be not less than three nor more than nineteen unless and until such number is changed by action of the ELA Board of Directors (or by that Board's Executive Committee). Each trustee appointed shall hold office for a term of three years, except when some different term is specified by the ELA Board of Directors (or by the Board's Executive Committee), and until his or her successor is selected and qualifies. Any trustee of the Foundation may be removed, with or without cause, by action of the ELA Board of Directors (or by that Board's Executive Committee).
Section 2. Any trusteeship to be filled by reason of an increase in the number of trustees may be filled by appointment by the ELA Board of Directors (or by that Board's Executive Committee). Any vacancy occurring in the Board of Trustees for any cause other than by reason of an increase in the number of trustees may be filled by appointment by the ELA Board of Directors (or by that Board's Executive Committee).
Section 3. The affairs of the Foundation shall be managed by its Board of Trustees which may exercise all powers of the Foundation and do all lawful acts and things. The Board of Trustees may exercise all powers of a Board of Directors under the District of Columbia Non-Profit Corporation Act.
Meetings of the Board Of Trustees
Section 4. Meetings of the Board of Trustees, regular or special, may be held within or outside the District of Columbia.
Section 5. Annual meetings of the Board of Trustees shall be held at such time in the Fall or Winter as shall be determined by the Board of Trustees. Notice of the time and place of the annual meeting of the Board of Trustees shall be served on each trustee, by oral, telegraphic or written notice duly served on or sent or mailed to the trustee at least ten days before the date of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the trustee at his post-office address as it appears on the records of the Foundation with postage thereon prepaid.
Section 6. Regular meetings of the Board of Trustees may be held without notice at such time and place as shall from time to time be determined by the Board of Trustees.
Section 7. Special meetings of the Board of Trustees may be called at any time by the Board of Trustees or the Executive Committee, if one be constituted, by vote at a meeting, or by the chair, or the president, or the vice-chair or the secretary, or by any two trustees. Special meetings may be held at such place or places within or outside the District of Columbia as may be designated from time to time by the Board of Trustees; in the absence of such designation such meetings shall be held at such places as may be designated in the call.
Section 8. Notice of the place and time of every special meeting of the Board of Trustees shall be served on each trustee, by oral, telegraphic or written notice duly served on or sent or mailed to the trustee at least two days before the date of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the trustee at his post-office address as it appears on the records of the Foundation with postage thereon prepaid.
Section 9. Any or all of the trustees may participate in a meeting of the Board of Trustees or a committee of the Board by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.
Section 10. At all meetings of the Board, a majority of the trustees shall constitute a quorum for the transaction of business and the act of the majority of the trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees. If a quorum shall not be present at any meeting of the Board of Trustees, the trustees present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 11. Any action required to be taken at a meeting of the Board of Trustees, or any action which may be taken at a meeting of the Board of Trustees, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the trustees; and such consent shall have the same force and effect as a unanimous vote, and may be stated as such.
Executive Committee
Section 12. The Board of Trustees, by resolution adopted by a majority of the trustees in office, may designate two or more trustees to constitute an Executive Committee, which Committee, to the extent provided in such resolution shall have and may exercise all of the authority of the Board of Trustees in the management of the affairs of the Foundation. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board when required.
Article IV
Notices
Section 1. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or of 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.
Section 2. Attendance of a trustee at a meeting shall constitute a waiver of notice of such meeting except where a trustee 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 Trustees need be specified in the notice or waiver of notice of such meeting.
ARTICLE V
Officers
Section 1. The officers of the Foundation shall consist of a chair, a president, a vice-chair, a secretary and a treasurer, each of whom shall be elected by the Board of Trustees annually for a term of one year and until his or her successor is selected and qualifies. No person shall serve more than three full one-year terms consecutively as chair, as vice-chair or as treasurer.
Section 2. A person shall be eligible for election as chair, president, vice-chair or treasurer if he or she is a trustee of the Foundation.
Section 3. The salaries of all officers of the Foundation shall be fixed by the Board of Trustees.
Section 4. Any officer or agent elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in its judgment the best interests of the Foundation will be served thereby. In addition, any officer of the Foundation may be removed, with or without cause, by the ELA Board of Directors (or by that Board's Executive Committee).
Section 5. The officers of the Foundation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Trustees.
Section 6. Unless otherwise ordered by the Board of Trustees, the president, or in the event of the president's inability to act, the chair or other officer designated by the Board of Trustees to act in the absence of the president, shall have full power and authority on behalf of the Foundation to attend and to act and to vote at any meetings of security holders of the corporations in which the Foundation may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities, and which as the owner thereof the Foundation might have possessed and exercised, if present. The Board of Trustees from time to time may confer like powers upon any other person or persons.
Article VI
General Provisions
- Checks
Section 1. All checks, drafts, and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Foundation shall be signed by such officer or other authorized persons, as the Board of Trustees may from time to time designate. - Seal
Section 2. The Foundation's seal shall have inscribed thereon the name of the Foundation, the year of its organization and the words "Corporate Seal, District of Columbia." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. - Indemnification of Officers and Trustees
Section 3. Any and all of this Foundation's trustees or officers or former trustees or officers or any person who may have served at this Foundation's request as a trustee or officer of another corporation, whether for profit or not for profit, in which this Foundation owns shares of capital stock or of which this Foundation is a creditor, shall be indemnified against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been trustees or officers or a trustee or officer of this Foundation, or for such other corporation, except in relation to matters as to which any such trustee or officer or former trustee or officer or person shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under any bylaw, agreement, vote of Board of Trustees or otherwise. - Financial Reports
Section 4. The Foundation shall submit a financial report to ELA at least annually, or at such more frequent intervals as ELA may request. - Amendments
Section 5. These bylaws may be altered, amended, or repealed solely by action taken by the ELA Board of Directors (or by the Executive Committee of that Board).