sIBC By Laws

BYLAWS OF THE

SECOND INTERNATIONAL BAHA'I COUNCIL

ARTICLE I. GOVERNANCE OF THE

SECOND INTERNATIONAL BAHA'I COUNCIL

Section 1.1 Governance of the Second International Baha'i Council

The administration of this organization is governed by the Kitab-i-Aqdas (The Most Holy Book); the Kitab-i-Ahd (The Book of the Covenant); the Will and Testament of 'Abdu'l-Baha, which is the CHARTER for the World Order of Baha'u'llah; the various authoritative cablegrams of Shoghi Effendi; and the Book of Order of the second International Baha'i Council.

ARTICLE II. OFFICES

Section 2.1 Business Office

The corporation's principal office shall be located either within or outside of Montana. The corporation's most current Annual Report, filed with the Montana Secretary of State, shall identify the location of the principal office. The corporation may have other offices, either within or outside of Montana. The board of directors may designate the location of these other offices. The secretary of the corporation shall maintain a copy of the records required by Article III at the principal office.

Section 2.2 Registered Office

The corporation's registered office shall be located within Montana at the address of the corporation's registered agent. The location of the registered office may be, but need not be, identical with that of the principal office if the latter is located within Montana. The board of directors may change the registered agent and the address of the registered office from time to time, upon filing the appropriate statement with the Secretary of State.

ARTICLE III. RECORDS

Section 3.1 Records

(a) Minutes and Accounting Records. The corporation shall keep a permanent record of the minutes of all meetings of its board of directors, a record of all actions taken by the board of directors without a meeting, a record of all actions taken by a committee of the board of directors acting in place of the board and on behalf of the corporation. The corporation shall maintain appropriate accounting records.

(b) Form. The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(c) Other Records. The corporation shall keep a copy of the following records at its principal office or at a location from which the records may be recovered within 2 business days:

(1) its articles or restated articles of incorporation and all amendments to them currently in effect;

(2) its bylaws or restated bylaws and all amendments to them currently in effect;

(3) resolutions adopted by its board of directors;

(4) a list of the names and business addresses of its current directors and officers; and,

(5) its most recent annual report delivered to the Secretary of State.

ARTICLE IV. BOARD OF DIRECTORS

Section 4.1 General Powers

All corporate powers shall be exercised by or under the authority of the board of directors. The business and affairs of the corporation shall be managed under the direction of the board of directors.

Section 4.2 Number, Tenure, and Qualifications of Directors

The number of the directors of the corporation shall be 13. The Council members shall serve as the board of directors. The Council members shall be appointed and removed as set forth in the Book of Order.

Section 4.3 Annual Meeting of the Board of Directors

The board of directors shall hold an annual meeting immediately on the second Saturday in November.

Section 4.4 Special Meetings of the Board of Directors

The presiding officer of the board, the president, or 20% of the directors then in office may call and give notice of special meetings of the board of directors. Those authorized to call special board meetings may fix any place within the county where the corporation has its principal office as the special meeting place.

Section 4.5 Notice of, and Waiver of Notice for, Special Director Meetings.

(a) Notice. The corporation's secretary or designee shall give either oral or written notice of any special director meeting at least 2 days before the meeting. The notice shall include the meeting place, day and hour. If the meeting is to be held by conference telephone, (regardless of whether it is regular or special), the secretary or designee must provide instructions for participating in the telephone meeting.

(b) Effective Date. If mailed, notice of any director meeting shall be deemed to be effective at the earlier of:

(1) 5 days after deposited in the United States mail, addressed to the director's business office, with postage prepaid; or

(2) the date shown on the return receipt (if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director); or

(3) the date when received.

(c) Waiver of Notice. Any director may waive notice of any meeting. The waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.

A director's attendance at a meeting waives the director's right to object to lack of notice or defective notice of the meeting; this shall be true unless the director, at the beginning of the meeting (or promptly upon arrival), objects to holding the meeting or transacting business at the meeting, and does not vote for or assent to action taken at the meeting.

Neither the secretary nor director needs to specify in the notice or waiver of notice the business to be transacted at, or the purpose of, any special board meeting.

Section 4.6 Director Quorum

A majority (quorum of 7) of the number of directors shall constitute a quorum for the transaction of business at any board of director meeting.

Section 4.7 Directors, Manner of Acting

Required Number to Constitute Act. The act of a majority of the directors present at a meeting at which a quorum is present (when the vote is taken) shall be the act of the board of directors. If no quorum is present at a meeting of directors, the directors may not take action on any board matter other than to adjourn the meeting to a later date.

Section 4.8 Conduct of Board of Director Meetings

The president, or the president's designee, or in their absence the vice-president or vice-presidents designee, or in their absence any person chosen by the directors present shall call the meeting of the directors to order and shall act as the chairperson of the meeting. The chairperson, or the chairperson's designee, shall establish rules of the meeting that will freely facilitate debate and decision making. The chairperson will indicate who may speak when and when a vote will be taken. The secretary of the corporation shall act as the secretary of all meetings of the directors, but in the secretary's absence, the presiding officer may appoint any other person to act as the secretary of the meeting.

Section 4.9 Director Action Without a Meeting

The directors may act on any matter generally required or permitted at a board meeting, without actually meeting, if: all the directors take the action, each one signs a written consent describing the action taken, and the directors file all the consents with the records of the corporation. Action taken by consents is effective when the last director signs the consent, unless the consent specifies a different effective date. A signed consent has the effect of a meeting vote and may be referred to as a meeting vote in any document.

Section 4.10 Compensation, Loans to, or Guarantees for Directors

(a) Director Compensation. The board of directors may, upon approval of the majority of that board, pay each director expenses, if any, of attendance at each board meeting or committee meeting of the board. The directors shall not be paid a salary or fee for attending the meeting. A director may, however, serve the corporation as an employee and receive compensation.

(b) Loans to or Guaranties for Directors. The corporation may not lend money to or guarantee the obligation of a director of the corporation.

ARTICLE V. OFFICERS

Section 5.1 Number of Officers

The officers of the corporation shall be a liaison officer, a president, a vice-president, a secretary, a treasurer and assistant secretaries.

Section 5.2 Appointment and Term of Office

The appointment and term of office of officers shall be pursuant to the Book of Order.

Section 5.3 Removal of Officers

The removal of officers shall be pursuant to the Book of Order.

Section 5.4 Liaison Officer

The powers, duties, and authority of the liaison officer shall be pursuant to the Book of Order.

Section 5.5 President

The powers, duties, and authority of the president shall be pursuant to the Book of Order.

The president shall be the principal officer of the corporation. The president shall be subject to the control of the board of directors, and shall in general supervise and control, in good faith, all of the business and affairs of the corporation. The president shall, when present, preside at all meetings of the board of directors. The president may sign, with the secretary or any other proper officer of the corporation that the board has authorized, corporation deeds, mortgages, bonds, contracts, or other board authorized instruments.

Section 5.6 The Vice-President

The powers, duties, and authority of the vice-president shall be pursuant to the Book of Order.

The vice-president shall perform, in good faith, the president's duties if the president is absent and refuses or cannot appoint one to act in his stead, dies, is unable or refuses to act. If the vice-president acts in the absence of the president, the vice-president shall have all presidential powers and be subject to all the restrictions upon the president. (If the vice-president is unable or refuses to act, then the secretary shall perform the presidential duties.) The vice-president shall perform any other duties that the president or board may assign to the vice-president.

Section 5.7 The Secretary

The secretary shall in good faith; (1) create and maintain one or more books for the minutes of the proceedings of the board of directors; (2) provide that all notices are served in accordance with these bylaws or as required by law; (3) be custodian of the corporate records; (4) when requested or required, authenticate any records of the corporation; and (5) in general perform all duties incident to the office of secretary and any other duties that the president or the board may assign the secretary.

Section 5.8 The Treasurer

The treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the corporation; (2) receive and give receipts for moneys due and payable to the corporation from any source, and deposit all moneys in the corporation's name in banks, trust companies, or other depositories that the board shall select; (3) when required by the board of directors, submit the books and records to a Certified Public Accountant or other accountant for annual audit or review; and (4) in general perform all of the duties incident to the office of treasurer and any other duties that the president or board may assign to the treasurer. If required by the board of directors, the treasurer shall give a bond for the faithful performance of the treasurer's duties and as insurance against the misappropriation of funds. If a bond is required, it shall be in a sum and with the surety or sureties that the board of directors shall determine.

Section 5.9 Assistant Secretaries and Assistant Treasurers

The assistant secretaries and assistant treasurers, in general, shall perform the duties that the secretary or treasurer, respectively, or the president or board may assign to them. The assistant treasurers shall, if required by the board, give bonds for the faithful performance of their duties and as insurance against the misappropriation of funds; the bond shall be in sums and with sureties that the board of directors shall determine.

Section 5.10 Salaries, Loans to, or Guarantees for Officers

The board of directors may fix and or adjust salaries of the officers from time to time. The corporation may not lend money to or guarantee the obligation of an officer of the corporation.

ARTICLE VI. INDEMNIFICATION OF DIRECTORS, OFFICERS

AGENTS, AND EMPLOYEES

Section 6.1 Indemnification of Directors

(a) General. An individual made a party to a proceeding because the individual is or was a director of the corporation may be indemnified against liability incurred in the proceeding, but only if the indemnification is both:

(1) determined permissible and

(2) authorized, as defined in subsection (b) of this section 6.1 (The indemnification is further subject to the limitation specified in subsection (d) of section 6.1.)

(b) Determination and Authorization. The corporation shall not indemnify a director under section 6.1 of Article VI unless:

(1) Determination. Determination has been made in accordance with procedures set forth in the Montana Nonprofit Corporation Act that the director met the standard of conduct set forth in subsection (c) below, and

(2) Authorization. Payment has been authorized in accordance with procedures listed in the Montana Nonprofit Corporation Act based on a conclusion that the expenses are reasonable, the corporation has the financial ability to make the payment, and the financial resources of the corporation should be devoted to this use rather than some other use by the corporation.

(c) Standard of Conduct. The individual shall demonstrate that:

(1) the individual acted in good faith; and

(2) the individual reasonably believed:

(i) in acting in an official capacity with the corporation, that the individual's conduct was in the corporation's best interests;

(ii) in all other cases, that the individual's conduct was at least not opposed to the corporation's best interests; and

(iii) in the case of any criminal proceeding, that the individual had no reasonable cause to believe that the conduct was unlawful.

A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement of subsection (c)(2)(ii).

The termination of a proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, a determination that the director did not meet the standard of conduct described in this section.

(d) No indemnification Permitted in Certain Circumstances. The corporation shall not indemnify a director under 6.1 of Article VI if:

(1) the director was adjudged liable to the corporation in a proceeding by or in the right of the corporation; or

(2) the director was adjudged liable in any other proceeding charging that the director improperly received personal benefit, whether or not the individual acted in an official capacity.

(e) Indemnification Limited. Indemnification permitted under section 6.1 of Article VI in connection with a proceeding by the corporation or in the right of the corporation is limited to the reasonable expenses incurred in connection with the proceeding.

Section 6.2 Advance Expenses for Directors

The company may pay for or reimburse, in advance of final disposition of the proceeding, the reasonable expenses incurred by a director who is party to a proceeding if:

(1) by following the procedures of the Montana Nonprofit Corporation Act the board of directors determined that the director met requirements (3)-(5) listed below; and

(2) the board of directors authorized an advance payment to a director; and

(3) the director has furnished the corporation with a written affirmation of the director's good faith belief that the director has met the standard of conduct described in section 6.1 of Article VI; and

(4) the director has provided the corporation with a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; the director's undertaking must be an unlimited general obligation, but need not be secured, and the corporation may accept the undertaking without reference to financial ability to make repayment; and

(5) the board of directors determines that the facts then known to it would not preclude indemnification under section 6.1 of this Article VI of the Montana Nonprofit Corporation Act.

Section 6.3 Indemnification of Officers, Agents and Employees

The board of directors may choose to indemnify and advance expenses to any officer, employee, or agent of the corporation applying those standards described in section 6.1 and 6.2 of Article VI.

ARTICLE VII. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SPECIAL CORPORATE ACTS

Section 7.1 Contracts

The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instruments in the name of and on behalf of the corporation and such authorization may be general or confined to specific instruments.

Section 7.2 Loans

The corporation shall not allow anyone to contract on behalf of it for indebtedness for borrowed money unless the board of directors authorizes such a contract by resolution. The corporation shall not allow anyone to issue evidence of the corporation's indebtedness unless the board of directors authorizes the issuance by resolution. The authorization may be general or specific.

Section 7.3 Checks, Drafts, etc.

The board of directors shall authorize by resolution which officer(s) or agent(s) may sign and issue all corporation checks, drafts or other orders for payment of money, and notes or other evidence of indebtedness. The board of directors shall also determine by resolution the manner in which these documents will be signed and issued.

Section 7.4 Deposits

The treasurer of the corporation shall deposit all funds of the corporation, that are not being used, in banks and other depositories; the board of directors shall authorize by board resolution the exact location of the banks and depositories.

ARTICLE VIII. PROHIBITED TRANSACTIONS

Section 8.1 Prohibited Transactions

(a) Prohibition Against Sharing in Corporation Earnings. No director, officer, employee, committee member, or person connected with the corporation shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation; provided that this shall not prevent the corporation's payment to any person of reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as determined by the board of directors.

(b) Prohibition Against Issuance of Stock, Dividends, Distributions. The corporation shall not have or issue shares of stock. No dividends shall be paid. No part of the income or assets of the corporation shall be distributed to any of the persons listed in section 8.1(a) without full consideration. The corporation is prohibited from lending money to guarantee the obligation of a director or officer of the corporation. (See sections 4.10(b) and 5.10). No director of the corporation has any vested right, interest or privilege in or to the assets, property, functions or activities of the corporation. The corporation may contract in due course, for reasonable consideration, with its directors, trustees, officers without violating this provision.

(c) No Personal Distributions Upon Dissolution. None of the persons listed in section 8.1(a) shall be entitled to share in the distribution of any of the corporation's assets upon the dissolution of the corporation. All directors of the corporation are deemed to have expressly agreed that, upon the dissolution or the winding up of the affairs of the corporation, whether voluntary or involuntary, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the board of directors, shall be distributed, transferred, conveyed, delivered, and paid over exclusively to the organization or organizations as the board of directors may designate. Receiving organizations must be organized and operated exclusively for charitable, education, religious or scientific purposes and at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 as it now exists or may later be amended.

(d) Other Prohibitions. Neither the corporation, nor its directors, nor its officers, have any power to cause the corporation to do any of the following with Related Parties:

(1) make any substantial purchase of securities or other property, for more than adequate consideration in money or money's worth;

(2) sell any substantial part of its securities or other property, for less than an adequate consideration in money or money's worth.

For the purpose of this subsection, Related Parties means any person who has made a substantial contribution to the corporation, or with a brother, sister, spouse, ancestor, or lineal descendant of the person giving, or with a corporation directly or indirectly controlled by the person giving.

Section 8.2 Prohibited Activities

Notwithstanding any other provisions of these bylaws, no director, officer, employee or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an exempt organization under section 501(c)(3) of the Internal Revenue Code of 1986 and its regulations as they now exist or as they may later be amended, or by an organization, contributions to which are deductible under section 170(d)(2) of the Internal Revenue Code of 1986 and regulations as they now exist or as they may later be amended.

Section 8.3 Corporate Funds Used For Indemnification

Corporate funds may be used to benefit officers and directors by way of indemnification, but only if such indemnification is authorized by Article VI of these bylaws.

ARTICLE IX. AMENDMENTS

Section 9.1 Amendments

(a) General. An amendment to the corporation's bylaws must be approved by a majority of the board.

Source: Dave Cornell