By-Laws 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: August 2024
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 Communications Chair, a Membership Chair, and an Awards & Elections Chair.. 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 during the National Council of Teachers of English (NCTE) annual conference. It would take place on the same date as the Board of Directors’ annual meeting. No formal notice is required. Permission should be sought out and approved by the NCTE Convention Director by May 1st every year. .
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.
Section 6. Membership in the NCTE Board of Directors. As an NCTE assembly, one board member from NCRLL would also be named to represent NCRLL on NCTE’s Board of Directors. Should NCRLL reach 150–359 members who are also members of NCTE, NCRLL shall be entitled to name two members to the Board of Directors. With 350-549 such members who are also NCTE members, three directors would be named to NCTE’s board. With 550-749, four directors, and so on, up to a maximum of six directors.
Section 7. Annual Reports. As an NCTE assembly, the NCRLL board is expected to provide an annual report to NCTE. This report should include: a) a statement of the membership of the assembly accompanied by a membership list; b) an annual report; c) an updated roster of officers; d) notice of special needs, situations, or problems of the assembly. The board may distribute this report (excluding the membership list) to members of the NCRLL organization.
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 an appointed board member.
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 Vice-President. 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. An annual board meeting must be held at the NCTE convention.
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 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.
Section 15. Official Organizational Files. The Board of Directors shall maintain official organizational files within a password protected shared drive. These documents include: a) Copy of constitution and record of amendments; b) Copy of all policies, including the policy on involvement of persons of color; c) Minutes of meetings of the membership and of the governing board; d) Election results, including slates of candidates; e) Copies of conference programs; f) Copies of all publications; g) Copies of financial report; g) Records of bills and payments of bills.
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 Communications Chair, a Membership Chair, an Elections & Awards Chair, 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 from time to time may be assigned by the Board.
Section 4. Vice President. The Vice-President of NCRLL works with the NCRLL President and other members of the Board to implement NCRLL’s mission and the various activities and obligations of the council. The Vice-President serves a two-year term and then becomes the President of NCRLL. (This is a four-year commitment to the organization; two years as Vice-President and two years as President).
Section 5. 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 6. Communications. The Executive Board Member chairing Communication works with the other members of the board of directors to implement NCRLL’s mission and the various activities and obligations of the organization. The Communication Chair assumes the following tasks: in coordination with a website coordinator, update and maintain the website; lead social media presence of NCRLL including creating and disseminating media and announcements; and oversee the listserv. Develop and lead effective means of communicating with NCRLL members. This may include the preparation, editing, printing, and distribution of a regular assembly publication (e.g., newsletter). They may supervise the appointment and replacement of editor(s) for such publication.
Section 7. Membership. The Executive Board Member chairing Membership works with other members of the Board of Directors to implement NCRLL’s mission and the various activities and obligations of the council. This board member keeps track of the membership list to recruit members, reminds people of when dues are needed/when membership lapses, sends membership list to Communications Chair, ensures the membership page of the website is updated yearly and that only active members have access to the listserve, and provides NCTE with a list of members once a year. In addition, the Membership Chair works with a co-chair to envision and plan for mentoring initiatives in NCRLL.
Section 8. Elections and Awards. The Executive Board Member chairing Elections & Awards works with other members of the Executive Board to implement NCRLL’s mission and the various activities and obligations of the council. This board member leads two once-yearly processes. For awards, this involves updating the call for nominations and coordinating with the Communication Chair for dissemination, organizing nomination materials, and forming and communicating with the awards committee. For elections, this involves comprising and communicating with the nominating committee, and running the election including creating the ballot, coordinating with the Communication Chair to distribute, and monitoring results.
Section 9. 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 10. 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 Vice-President. Any such resignation shall take effect on the date specified therein, or, if no date is specified, then upon delivery.
Section 11. 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-of pocket 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.
BYLAWS
EXHIBIT A
NATIONAL COUNCIL OF RESEARCH ON LANGUAGE AND LITERACY CONFLICT OF INTEREST POLICY
Section 1. Purpose. The purpose of this policy (the “Policy”) is to protect the interests of the National Council of Research on Language and Literacy, Inc. (the “NCRLL”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Director, Officer, or Key Employee of the NCRLL. The NCRLL will not enter into any such transaction or arrangement unless it is determined by the Board in the manner described below to be fair, reasonable and in the best interests of the NCRLL at the time of such determination.
This Policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to not-for-profit and charitable organizations.
Section 2. Definitions.
(a) Affiliate. An affiliate of the NCRLL is a person or entity that is directly or indirectly through one or more intermediaries, controlled by, in control of, or under common control with the NCRLL.
(b) Board of Directors. The body responsible for the governance of the NCRLL.
(c) Director. Any member of the governing body of the NCRLL, whether designated as an Officer, ,trustee, manager, governor, or by any other title.
(d) Financial Interest. A person has a Financial Interest if such person would receive an economic benefit, directly or indirectly, from any transaction, agreement, compensation agreement, including direct or indirect remuneration as well as gifts or favors that are not insubstantial or other arrangement involving the NCRLL.
(e) Officer. A member of the Board of Directors (the “Board”) who:
(i) Has not been an employee of the NCRLL or an Affiliate of the NCRLL within the last three years;
(ii) Does not have a Relative who has been a Key Employee of the NCRLL or an Affiliate of the NCRLL within the last three years;
(iii) Has not received and does not have a Relative who has received more than $10,000 in compensation directly from the NCRLL or an Affiliate of the NCRLL in any of the last three years (not including reasonable compensation or reimbursement for services as a Director, as set by the NCRLL);
(iv) Does not have a substantial Financial Interest in and has not been an employee of, and does not have a Relative who has a substantial Financial Interest in or was an Officer of, any entity that has made payments to or received payments from, the NCRLL or an Affiliate of the NCRLL in excess of the lesser of: (a) $25,000 or (b) 2% of the NCRLL’s consolidated gross revenue over the last three years (payment does not include charitable contribution);
(v) Is not in an employment relationship under control or direction of any Related Party and does not receive payments subject to approval of a Related Party;
(vi) Does not approve a transaction providing economic benefits to any Related Party who in turn has approved or will approve a transaction providing economic benefits to the Officer.
(f) Key Employee. A Key Employee is a person who is, or has within the last five years, been in a position to exercise substantial influence over the affairs of the NCRLL.
(g) Officer. A person who has the authority to bind the NCRLL as designated in the Bylaws of the NCRLL.
(h) Related Party. Persons who may be considered a Related Party of the NCRLL or an Affiliate of the NCRLL under this Policy include:
(i) Officers, or Key Employees of the NCRLL or an Affiliate of the NCRLL; (ii) Relatives of Officers, or Key Employees;
(iii) any entity in which a person in (i) or (ii) has a 35% or greater ownership or beneficial interest or, in the case of a partnership or professional NCRLL, a direct or indirect ownership interest in excess of 5%;
(iv) Substantial contributors to the NCRLL (within the current fiscal year or the past five fiscal years);
(i) Related Party Transaction. Any transaction, agreement or any other arrangement with the NCRLL or an Affiliate of the NCRLL in which a Related Party has a Financial Interest. Any Related Party Transaction will be considered a conflict of interest for purposes of this Policy.
(j) Relative. A Relative is a spouse, ancestor, child (whether natural or adopted), grandchild, great grandchild, sibling, or spouse of a child, grandchild, great grandchild or sibling, or a domestic partner.
Section 3. Related Party Transactions and Duty to Disclose: A Related Party Transaction is not necessarily a prohibited transaction. Under this Policy, if the NCRLL contemplates entering into a Related Party Transaction, the Independent Directors of the Board must determine if the transaction is fair, reasonable, and in the best interests of the NCRLL at the time of such determination.
If at any time during his or her term of service a Related Party acquires any Financial Interest or when any matter for decision or approval comes before the Board in which a Related Party has a Financial Interest, the material facts of that Financial Interest or potential Related Party Transaction must be promptly disclosed in writing by the Related Party to the presiding member (i.e. President) of the Board. The Board will then follow the procedures in Section 4 of this Policy.
Any failure by a Related Party to disclose to the Board a known Financial Interest or a known potential Related Party Transaction may be grounds for removal of such person from the Board and/or his or her termination from the NCRLL.
Section 4. Review and Voting.
(a) Non-Participation and Review. All transactions, agreements or any other arrangements between the NCRLL and a Related Party, and any other transactions, which may involve a potential conflict of interest, shall be reviewed by the Independent Directors. All Related Parties with a Financial Interest shall leave the room in which such deliberations are conducted. The Independent Directors will then determine whether the contemplated Related Party Transaction is fair, reasonable, and in the best interests of the NCRLL at the time of such determination. The NCRLL will not enter into any Related Party Transaction unless it is determined to be fair, reasonable and in the best interest of the NCRLL at the time of such determination.
(b) Consideration of Alternate Transactions and Comparability Data. If the contemplated Related Party Transaction pertains to compensation for services or the transfer of property or other benefit to a Related Party, the Independent Directors must determine that the value of the economic benefit provided by the NCRLL to the Related Party does not exceed the value of the consideration received in exchange by obtaining and reviewing appropriate comparable data prior to entering the transaction.
In those instances where the contemplated Related Party Transaction does not involve compensation, transfer of property or benefits to a Related Party, the Independent Directors must consider alternative transactions to the extent possible, prior to entering into such transactions.
(c) Voting. The Independent Directors after considering alternate transactions and/or comparability data shall determine in good faith whether the transaction or arrangement is fair, reasonable, and in the best interest of the NCRLL at the time of such decision. Any such transaction shall be approved by not less than a majority vote of the Independent Directors present at the meeting. The Independent Directors shall make their decision as to whether to enter into the transaction or arrangement and shall contemporaneously document the meeting under Section 6 of this Policy.
All Related Parties with a Financial Interest must not be present for deliberations and voting on the transaction or arrangement in which he or she has a Financial Interest. Only Independent Directors shall vote on Related Party Transactions. No Related Party shall vote, act, or attempt to influence improperly the deliberations on any matter in which he or she has been determined by the Board to have a Financial Interest. Any attempt to vote, act, or improperly influence deliberations by a Related Party on any matter with which such person has a Financial Interest may be grounds for such person’s removal from the Board or termination from the NCRLL.
Section 5. Committee Review. The Board may delegate to a committee, which shall be composed solely of Independent Directors, the review and approve any Related Party Transaction; provided that if in such committee’s judgment the Related Party Transaction is of a magnitude that would otherwise require Board approval, the committee shall submit the Related Party Transaction to the Board for consideration, providing its recommendation as to whether or not to approve it.
In the event the Board delegates the review and approval of Related Party transactions to a committee, all references to Board in this Policy shall be deemed to refer to such Committee and all references to a majority of the Board shall be deemed to refer to a majority of such Committee.
Section 6. Records of Proceedings. The minutes of all meetings of the Board at which a Related Party Transaction is considered shall contain:
(a) The names of the persons who disclosed or otherwise were determined to have a potential or actual Financial Interest and/or conflict of interest, the nature of the potential or actual Financial Interest and/or conflict of interest, any action taken to determine whether a Financial Interest or conflict of interest exists, and the Board’s decision as to whether a Financial Interest and/or conflict of interest exists.
(b) The names of the persons who were present for discussions and votes relating to any determinations under Section 6(a) above, including whether the Related Party and any Board members not considered to be Independent Directors, left the room during any such discussions, the content of such discussions, including discussion of alternative transactions, and whether or not the transaction with the Related Party was approved by the Board.
(c) The minutes shall be documented contemporaneously to the decision and discussion regarding the Financial Interest or conflict of interest.
Section 7. Initial and Annual Written Disclosures. Prior to a Director’s initial election to the Board, or an Officer or Key Employee’s employment at the NCRLL, and thereafter on an annual basis, all Directors, Officers, and Key Employees shall disclose in writing to an appointed board member of NCRLL:
(a) Any entity of which such person or a Relative of such person is an officer, director, trustee, member, owner, or employee and with which the NCRLL has a relationship,
(b) Any Financial Interest such person may have in any NCRLL, organization, partnership or other entity which provides professional or other goods or services to NCRLL for a fee or other compensation, and
(c) Any position or other material relationship such Director, Officer, Key Employee, or Relative of such person, may have with any not-for-profit NCRLL with which the NCRLL has a business relationship.
A copy of each disclosure statement shall be kept in the NCRLL’s files and made available to any Director, Officer, or Key Employee upon request.
Section 8. Annual Statements. Each Director, Officer, and Key Employee shall annually sign and submit to the appointed board member of NCRLL an Annual Conflict of Interest Disclosure Statement, using the form annexed hereto as Exhibit A-1, affirming such person: (a) has received a copy of this Policy, (b) has read and understands this Policy, and (c) has agreed to comply with this Policy.
EXHIBIT A-11
THE NATIONAL COUNCIL OF RESEARCH ON LANGUAGE AND LITERACY, INC. Annual Conflict of Interest Disclosure Statement
1. As a(n) [officer; director; employee, agent] of the National Council of Research on Language and Literacy, Inc. (the “NCRLL”), I acknowledge that I:
a. received a copy of the NCRLL’s Conflict of Interest Policy, adopted as Exhibit A to the NCRLL’s Bylaws in March, 2014;
b. read and understood the Policy;
c. agree to comply with the spirit and intent of the Policy and will disclose any potential conflicts, other than those stated below, as they may arise before completion of my next conflict of interest statement; and
d. understand that the NCRLL is a charitable organization and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
2. Based on a review of the NCRLL’s Conflict of Interest Policy, are you aware of any interest that you or a Related Party may have that could give rise to a conflict of interest? If yes, please complete Attachment A to this form.
□ Yes □ No
My answers above are accurately stated to my knowledge and belief.
Dated:
Signature
Printed Name
1 All capitalized terms not defined in this Annual Conflict of Interest Disclosure Statement shall have the meaning ascribed to them in the Corporation’s Conflict of Interest Policy.
Annual Conflict of Interest Disclosure Statement2
Attachment 1
1. Please list all relationships (if any) between you or a “Related Party” (as defined below) with the NCRLL that involve an actual or potential financial benefit to you or the related party or that otherwise may represent a conflict of interest within the spirit and intent of the policy. Include an estimate of the related actual or potential financial benefit.
2. Please list any business dealings during the past year (or, if applicable, since your last submission of this Annual Conflict of Interest Disclosure Statement) of which you are aware in which you or a “Related Party” have received any salary, gifts or loans from any source from which the NCRLL obtains goods or services or otherwise has business dealings:
3. Please list any potential or pending transaction to which the NCRLL is a party and in which you or a “Related Party” has a direct or indirect interest:
2 All capitalized terms not defined in this Annual Conflict of Interest Disclosure Statement shall have the meaning ascribed to them in the Corporation’s Conflict of Interest Policy.