Bylaws

BYLAWS OF
THE NATIONAL COUNCIL FOR RESEARCH ON LANGUAGE AND LITERACY

[NCRLL is a 501 (c) (3) Corporation under the Federal Tax Code]

Adopted by the Board of Directors: April, 2014

ARTICLE I BOARD OF DIRECTORS and CORPORATION MEMBERS

Section 1. Composition of the Board of Directors. The Board of Directors shall be elected by the Corporation Members (hereafter, “NCRLL Members”). The Board of Directors shall be comprised of the following: a President, a Vice-President, a Treasurer, and a Secretary. Any Director (hereafter, “Officer” who resigns, is not re-elected, or is removed from the Board of Directors shall at the same time cease to be an Officer, and all newly elected Officers shall become Board of Director members upon taking office. All Officers shall serve two-year terms, with the Vice-President assuming the office of President at the end of their term.

Section 2. Annual Meetings. An annual meeting of the NCRLL Members shall be held once each year on the same date and place as the Board of Directors’ annual meeting. No formal notice is required.

Section 3. Qualification of Voters. Every NCRLL Member shall be entitled at every meeting of the membership to one vote on each issue in which a vote is taken. In order to accommodate full participation of the membership, a slate of Officer nominees shall be sent to the NCRLL Members electronically, who will then be allowed to vote via email or electronic medium.

Section 4. Quorum. A majority of the Officers is a quorum at a Board of Directors meeting..

Section 5. Attendance By Conference Call or Video Conference. Any NCRLL Member may participate in a meeting of the membership by means of a conference telephone or similar communications equipment, which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. ARTICLE II BOARD OF DIRECTORS

Section 1. Power of Board and Qualification of Directors. The NCRLL shall be managed by its Board of Directors, comprised of the NCRLL Officers. Each Officer shall have one vote.

Section 2. Number and Term of Office. The Board of Directors shall consist of not less than four individuals, the number of Officersto be determined from time to time by resolution of the entire Board of Directors, provided that no decrease in the number of Officers shall shorten the term of any incumbent Officer. (As used in these Bylaws, “entire Board of Directors” means the total number of Officers entitled to vote which the NCRLL would have if there were no vacancies). At each Annual Meeting of the NCRLL Members, a slate of Officer nominees shall be requested in years when Officer terms are ending, a ballot shall be developed and sent to NCRLL Members electronically, and all NCRLL Members shall then be allowed to vote via email or electronic medium. Officers shall be elected by the Members to hold office for two-year terms and until their successors have been elected and qualified.

Section 3. Organization. At each meeting of the Board of Directors, the President, or, in the absence of the President, the Vice President, shall preside, or in the absence of either of such Officers, a chairman chosen by a majority of the Officers present shall preside. Minutes shall be taken by the Secretary or, in the absence of the Secretary, by any other attendee of the meeting who is appointed by the presiding Officer.

Section 4. Resignations and Removal of Officers.

(a) Any Officer may resign at any time by giving written notice to the President, or to the Secretary. Such resignation shall take effect at the time specified therein or, if no time be specified, then on delivery.

(b) Any Officer may be removed for cause at a regular or special meeting called for that purpose by vote of the Officers, provided there is a quorum present at the meeting at which such action is taken. Cause shall include, without limitation, the Officer’s inexcusable failure to regularly attend meetings or to satisfactorily carry out other Officer responsibilities. The Officer proposed to be removed shall be notified in writing (mail or electronic mail) not less than five (5) days prior to the meeting at which the question of his/her removal is to be voted on. The Officer proposed to be removed shall be given the opportunity to make a statement to the Board prior to voting at the meeting at which his removal is in question, but may not vote on the question of his/her removal.

Section 5. Created Offices and Vacancies. Newly created Offices and vacancies occurring in the Board of Directors for any reason shall be filled by vote of the NCRLL Members, either at a special meeting called for that purpose, via electronic nomination to the Board of Directors and subsequent vote, or at the next annual meeting of the Board of Directors.

Section 6. Action by the Board of Directors. An act of the Board of Directors occurs when action is taken at a meeting of the Board by vote of a majority of the Officers present at the time of the vote, if a quorum is present at such time, or by unanimous written consent. The following acts of the Board require the affirmative vote of at least two-thirds (2/3) of the entire Board:

(a) a purchase, sale, mortgage or lease of real property of the NCRLL if the property constitutes all or substantially all of the assets of the NCRLL;

(b) a sale, lease, exchange or other disposition of all or substantially all of the assets of the NCRLL;

(c) an alteration to the Certificate of Incorporation of the NCRLL that would change the purposes of the NCRLL.

Section 7. Action by Unanimous Consent. Any action required or permitted to be taken by the Board of Directors, or any committee thereof (“Committee”), may be taken without a meeting if all members of the Board or the Committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or Committee shall be filed with the minutes of the proceedings of the Board or Committee.

Section 8. Attendance By Conference Call or Video Conference. Any Officer or any Committee member, may participate in a meeting of such Board or Committee by means of a conference telephone, video conference, or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Electronic mail is not permitted to participate or vote at Board or Committee meetings, but unanimous consents may be obtained by use of electronic mail.

Section 9. Place of Meetings. The Board of Directors may hold its meetings at such place or places as the Board of Directors may from time to time determine.

Section 10. Annual Meetings. As soon as practical after each annual election of Officers by the NCRLL Members, the Board of Directors shall meet for the purpose of organization and the transaction of other business. Notice shall be given at least 3 days prior to the meeting by fax, electronic mail, or mail, and shall state the purposes, time, and place of the meeting. Section 11. Special Meetings. All meetings other than the Annual Meeting are special meetings. Special meetings of the Board of Directors shall be held whenever called by the President, or by at least one third of the Officers then in office. Notice shall be given at least 3 days prior to the meeting by fax, electronic mail, or mail, and shall state the purposes, time, and place of the meeting.

Section 12. Waivers of Notice. Notice of a meeting need not be given to any Officer who submits a waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Waivers of notice sent by email must be able to be reasonably determined to be sent by the waiving board member.

Section 13. Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business. A majority of the Officers present, whether or not a quorum is present, may adjourn any meeting to another time and place without further notice to any Officer.

Section 14. Compensation. No compensation of any kind shall be paid to any Officer for the performance of his or her duties as Officer. Subject to the Exhibit A to these Bylaws (Conflict of Interest Policy), provided there is full disclosure of the terms of such compensation and the arrangement has been determined to be fair and reasonable and approved by the Independent Directors of the Board, this shall not in any way (i) limit reimbursement of or payment for services provided to the Corporation by the Officer in any capacity separate from his or her responsibilities as an Officer or (ii) by any organization with which an Officer is affiliated.

ARTICLE III COMMITTEES

Section 1. Standing Committees. A standing committee is one that will have responsibilities on an ongoing basis. There may be committees of the Board as follows:
(a) Executive Committee. An Executive Committee which shall consist of at least three Members, one of whom shall be the President of the Board, who shall also serve as chair of the Executive Committee. The other members of the Executive Committee shall be appointed by the President, subject to the approval of the Board. The Executive Committee shall have all the authority of the Board except as to the following matters: (i) the filling of vacancies on the Board or on any committee; (ii) the amendment or repeal of the Bylaws or the adoption of new Bylaws; (iii) the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable; and (iv) the fixing of compensation of the Officers for serving on the Board or any committee.
(b) Finance A Finance Committee which shall consist of at least three (3) Members, one of whom shall be the Treasurer. The Treasurer shall not serve as chairperson of such committee. The other members of the Finance Committee shall be appointed by the President of the Board, subject to the approval of the Board. The Finance Committee shall advise the Treasurer and the Board in regard to the investments and general fiscal policy of the Corporation.
(c) Other Committees. The Board, by resolution adopted by a majority of the entire Board, may establish and appoint other committees of the Board consisting of at least three Members with such powers and duties as the Board may prescribe. The members of such committees shall be appointed by the President of the Board, subject to the approval of the Board.

Section 2. Meetings. Meetings of committees, of which no written notice shall be necessary, shall be held at such time and place as shall be fixed by the President of the Corporation or the Chair of the Committee or by vote of a majority of all of the members of the Committee.

Section 3. Quorum and Manner of Acting. Unless otherwise provided by resolution of the Board of Directors, a majority of all of the members of a Committee shall constitute a quorum for the transaction of business, and the Committee may act by a majority vote of the Committee members present, if a quorum is present. Section 4. Tenure of Member of Committees. Each Committee and all of its members shall serve for a term established by the Board of Directors and Committee members shall remain in office at the pleasure of the Board.

ARTICLE IV ADVISORS TO THE CORPORATION

Section 1. Powers. The Board by resolution may appoint from time to time any number of persons as advisors of the NCRLL to act either singly or as a committee or committees of the NCRLL. Each advisor shall hold office during the pleasure of the Board and shall have only the authority or obligations as the Board may from time to time determine.

Section 2. No Compensation. No advisor to the NCRLL shall receive, directly or indirectly, any salary or compensation for any service rendered to the NCRLL, except that the Board may authorize reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the NCRLL.

ARTICLE V OFFICERS, EMPLOYEES AND AGENTS

Section 1. Officers. The officers of the NCRLL (“Officers”) shall be a President, a Vice President, a Treasurer, a Secretary, and such other Officers as the Board of Directors may from time to time appoint. The President shall be a Director of the Board and shall not be an employee of the NCRLL.

Section 2. Term of Office and Qualifications. Officers shall be elected at the first meeting of the Board of Directors and thereafter at each Annual Meeting of the Board of Directors when their two-year term expires. Unless a longer or shorter term is provided in the resolution of the Board of Directors electing an Officer, the term of office of each Officer shall extend to the next Annual Meeting and until the Officer’s successor is elected.

Section 3. Employees and Other Agents. The Board may from time to time appoint such employees and other agents as it shall deem necessary, each of whom shall hold office at the pleasure of the Board, and shall have such authority and shall perform such duties and shall receive such reasonable compensation, if any, as the Board may from time to time determine. To the fullest extent allowed by law, the Board may delegate to any employee or agent any powers possessed by the Board and may prescribe their respective title, terms of office, authorities and duties.

Section 3. President. The President shall preside at all meetings of the NCRLL Members and of the Board of Directors. The President shall manage the affairs of the NCRLL and its staff, subject only to the supervision of the Board, and shall keep the Board fully informed about the activities of the NCRLL. He or she has the power to sign and execute alone in the name of the NCRLL all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature. The President shall perform all duties customarily incidental to the office of the President and shall perform such other duties as from time to time may be assigned by the Board.

Section 4. Treasurer. The Treasurer shall keep and maintain the books of account and shall have charge and custody of, and be responsible for, all funds and securities of the NCRLL, and shall deposit all such funds in the name of and to the credit of the NCRLL in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. The Treasurer shall also perform all other duties customarily incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors. At the Annual Meeting of the Board, he or she shall render a report of the NCRLL’s accounts showing in appropriate detail: (a) the assets and liabilities of the NCRLL as of a twelve-month fiscal period terminating nor more than six months prior to the meeting; (b) the principal changes in assets and liabilities during that fiscal period; (c) the revenues or receipts of the NCRLL, both unrestricted and restricted to particular purposes during said fiscal period; and (d) the expenses or disbursements of the NCRLL, for both general and restricted purposes during said fiscal period. The Treasurer shall, at all reasonable times, exhibit the NCRLL’s books and accounts to any Officer of the NCRLL and whenever required by the Board, render a statement of the NCRLL’s accounts and perform all duties incident to the position of Treasurer, subject to the control of the Board. The Treasurer shall perform all other duties as from time to time may be assigned by the Board.

Section 5. Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors and shall keep, or cause to be kept, minutes of all such meetings to be contained in a proper book or books provided for that purpose. The Secretary shall keep a current list of the NCRLL’s Officers, Members, and their residence and email addresses. The Secretary shall hold copies of all contracts and documents which are not in the custody of the Treasurer of the NCRLL, or in the custody of some other person authorized by the Board of Directors to have such custody. The Secretary shall be responsible for the giving and serving of all notices of the NCRLL, receiving the annual disclosure statements required by these bylaws and shall perform all the duties customarily incidental to the office of the Secretary, subject to the control of the Board, and shall perform such other duties as shall from time to time be assigned by the Board.

Section 6. Removal of Officers. Any Officer, employee or agent of the NCRLL may be removed by a vote of a majority of the entire Board of Directors with or without cause at any time.

Section 7. Resignation. Any Officer, employee or agent of the NCRLL may resign at any time by giving written notice to the Board of Directors, or to the President or the Secretary. Any such resignation shall take effect on the date specified therein, or, if no date is specified, then upon delivery.

Section 8. Vacancies. In case of any vacancy in any office, a successor to fill the unexpired portion of the term may be elected by the Board.

ARTICLE VI CONTRACTS, CHECKS AND BANK ACCOUNTS

Section 1. Execution of Contracts. Except as otherwise provided in these Bylaws, the Board of Directors may authorize any Officer or Officers, agent or agents, in the name of and on behalf of the NCRLL to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances; but, unless authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the NCRLL by any contract or engagement or to pledge its credit or to render it liable financially in any amount for any purpose.

Section 2. Loans. The NCRLL shall not borrow any funds unless specifically authorized by the Board of Directors. The NCRLL is prohibited from making a loan to any Officer, Director, agent, employee, or Member.

Section 3. Checks. All checks, drafts and other orders for the payment of money out of the funds of the NCRLL, and all notes or other evidences of indebtedness of the NCRLL, shall be signed on behalf of the NCRLL in such manner as shall from time to time be authorized by resolution of the Board of Directors.

Section 4. Deposits. All funds of the NCRLL not otherwise employed shall be deposited from time to time to the credit of the NCRLL in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE VII INDEMNIFICATION AND INSURANCE

Section 1. Authorized Indemnification. Unless clearly prohibited by law or Section 2 of this Article VI, the NCRLL shall indemnify any person (“Indemnified Person”) made, or threatened to be made, a party in any action or proceeding, whether civil, criminal, administrative, investigative or otherwise, including any action by or in the right of the NCRLL, by reason of the fact that he or she (or his or her testator or intestate), whether before or after adoption of this Section, is or was an Officer of the NCRLL. The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided the NCRLL shall have consented to such settlement) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or actual action or proceeding, and any appeal thereof.

Section 2. Prohibited Indemnification. The NCRLL shall not indemnify any person if a judgment or other final adjudication adverse to the Indemnified Person establishes, or the Board of Directors in good faith determines, that such person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

Section 3. Advancement of Expenses. The NCRLL shall, on request of any Indemnified Person who is entitled to be indemnified by the NCRLL, pay or promptly reimburse the Indemnified Person’s reasonably incurred expenses in connection with an action or proceeding prior to its final disposition. However, no such advancement of expenses shall be made unless the Indemnified Person makes a binding, written commitment to repay the NCRLL, with interest, for any amount advanced for which it is ultimately determined that he or she is not entitled to be indemnified under the law or Section 2 of this Article VII. An Indemnified Person shall cooperate in good faith with any request by the NCRLL that common legal counsel be used by the parities to such action or proceeding that are similarly situated unless it would be inappropriate to do so because of actual or potential conflicts of interest between the parties.

Section 4. Indemnification of Others. Unless prohibited by law or Section 2 of this Article VII, the Board of Directors may approve indemnification as set forth in Section 1 of this Article VII or advancement of expenses as set forth in Section 3 of this Article VII, to a person (or the testator or intestate of a person) who is or was employed by the NCRLL or who is or was a volunteer for the NCRLL, and who is made, or threatened to be made, a party in any action or proceeding, by reason of the fact of such employment or volunteer activity, including actions undertaken in connection with service at the request of the NCRLL in any capacity for any other NCRLL, partnership, joint venture, trust employee benefit plan or other enterprise.

Section 5. Insurance. The NCRLL may purchase insurance if authorized and approved by the Board of Directors. To the extent permitted by law, such insurance may insure the NCRLL for any obligation it incurs as a result of this Article VII or operation of law and it may insure directly the Officers, employees or volunteers of the NCRLL for liabilities against which they are not entitled to indemnification under this Article VII as well as for liabilities against which they are not entitled to be indemnified by the NCRLL.

Section 6. Nonexclusive Rights. The provisions of this Article VII shall not limit or exclude any other rights to which any person may be entitled under law or contract. The Board of Directors is authorized to enter into agreements on behalf of the NCRLL with any Officer, officer, employee or volunteer, providing them rights to indemnification or advancement of expenses in connection with potential indemnification in addition to the provisions in this Article VII, subject in all cases to the limitations of Section 2 of this Article VII. ARTICLE VIII CONFLICTS OF INTEREST

The Conflict of Interest Policy and Annual Disclosure Form annexed as Exhibit A to these Bylaws are hereby ratified and adopted.

ARTICLE VIII COMPENSATION

Section 1. Reasonable Compensation. The NCRLL shall not pay more than reasonable compensation for personal services rendered to the NCRLL by vendors, employees, independent contractors, or any other person or entity. Officers of the NCRLL shall not receive compensation for fulfilling their duties as Officers, although Officers may be reimbursed for actual out-ofpocket expenses which they incur in order to fulfill their duties as Officers.

ARTICLE IX MAINTENANCE OF TAX EXEMPT STATUS

The Board of Directors shall be responsible for ensuring that the NCRLL files its annual IRS Form 990 tax return on a timely basis, each year, and shall otherwise comply with all applicable laws in order to maintain the NCRLL’s tax exempt status and remain in good standing with state and federal law. ARTICLE X GENERAL

Section 1. Office. The principal office of the NCRLL shall be located in the State of New York, or at such other location within the United States as determined by the Board of Directors.

Section 2. Books and Records. There shall be kept at the principal office of the NCRLL (i) correct and complete books and records of account, (ii) minutes of the proceedings of the Board of Directors, and the Committees (if any), (iii) a current list of the Officers of the NCRLL and their residence addresses, (iv) a copy of these Bylaws, (v) a copy of the NCRLL’s application for recognition of exemption with the Internal Revenue Service, and (vi) copies of the past three years of information returns to the Internal Revenue Service after they have been filed.

Section 3. Fiscal Year. The fiscal year of the NCRLL shall commence January 1 of each calendar year and end on December 31 of the same calendar year. Section 4. Amendments. These Bylaws may be amended or repealed by a majority vote of the Board of Directors.