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Article I. Corporate Designations
Article II. Board of Trustees
Article III. Officers
Article IV. Executive Director
Article V. Committees
Article VI. Amendments
Article I. Corporate Designations
Section 1. The name of the Foundation shall be the DACOR Bacon House Foundation.
Section 2. The principal and registered office of this Foundation shall be located at 1801 F Street, N.W., Washington, D.C. 20006. This Foundation may have other offices at such other places as the Board of Trustees may establish from time to time. The registered agent at such address shall be the Executive Director.
Section 3. This Foundation shall have a corporate seal that shall be in the form of a circle and shall have inscribed thereon the name of this Foundation and the words “Corporate Seal, 1965, District of Columbia.”
Section 4. All the records of this Foundation shall be maintained at the Foundation’s principal office.
Section 5. The Foundation is a nonprofit organization.
Section 6. The fiscal year of this Foundation shall begin on the first day of January in each year.
Article II. Board of Trustees
Section 1. The affairs of this Foundation, except as otherwise provided by statute or by the Articles of Incorporation or by these Bylaws, shall be conducted by a Board of Trustees.
Section 2. The Board of Trustees shall consist of those persons who constitute the Board of Governors of Diplomatic and Consular Officers Retired, Inc., (DACOR), provided, however, that in addition those members of the Board of Trustees at the time this section was adopted, who are not members of the Board of Governors of DACOR, Inc., may continue to be members of the Board of Trustees for their lifetimes.
Section 3. The President of the Supreme Court Historical Society or designee shall be an ex-officio voting member of the Board of Trustees. Such position may not be modified except by consent of two-thirds of the Board of Trustees, including such ex-officio member.
Section 4. The number, composition, and method of electing members of the Board of Trustees may be changed by a vote of two-thirds of the members of the Board of Trustees then in office.
Section 5. Regular meetings of the Board of Trustees shall be held at such times and places as may be fixed by a resolution of the Board. Special meetings shall be held whenever called by the President or by a majority of the Board in writing.
Section 6. Notice of place, day, and hour of any regular or special meeting of the Board shall be given to each Trustee at least three days in advance.
Section 7. Seven Trustees shall constitute a quorum for the transaction of business, but less than a quorum may adjourn any meeting temporarily until a quorum is present.
Section 8. Voting. Voting procedures for the Board of Trustees and of committees shall be the same as voting procedures for the Board of Governors and committees of Diplomatic and Consular Officers Retired (DACOR).
Article III. Officers
Section 1. The officers of the Foundation shall be the same as the officers of Diplomatic and Consular Officers, Retired, Inc. Each officer of the Foundation shall hold the same office as held in Diplomatic and Consular Officers, Retired, and the term of each officer shall be the same term as such officer of Diplomatic and Consular Officers, Retired. In the event of a vacancy during a term, such may be filled in accordance with the provisions of the Bylaws of Diplomatic and Consular Officers, Retired.
Section 2. The President shall preside at all meetings of the Board and of the Executive Committee (Article V of the Bylaws of DACOR, Inc). The President, in consultation with the Executive Committee, shall propose policies and plans for the organization and shall be responsible for the direct supervision of the Executive Director. The President serves as an ex-officio nonvoting member of each standing committee. A President shall serve no more than two one-year terms. The President shall perform all duties incident to the office of President as well as such other duties as may be delegated by the Board.
Section 3. The Vice President shall have such powers and duties as may be delegated by the President or the Board. In the absence or disability of the President, the Vice President, unless the Board otherwise shall determine, shall be vested with the powers and perform the duties of President.
Section 4. The Treasurer shall be the chief financial officer of the Foundation. The Treasurer shall monitor the income, expenditure, and investment accounts of the organization, and as may be required from time to time, shall report to the Board of Trustees on the status of the financial resources of the organization. The Treasurer shall participate in program-planning activities and shall provide advice relative to financial resources that may be committed or required. The Treasurer shall perform any other duties assigned by the President or approved by the Executive Committee.
Section 5. The Secretary shall attend meetings of the Board of Trustees and shall preserve, in books belonging to this Foundation, minutes of the proceedings of such meetings, shall see that proper notice is given of meetings, and shall perform other duties that are incident to the office of Secretary and perform such other duties as may be prescribed, from time to time, by the Board or by the President.
Section 6. An Assistant Treasurer shall have such powers and duties as may be delegated by the Treasurer of the Board from time to time. Such person shall assist the Treasurer, and, in the absence or disability of the Treasurer, the Assistant Treasurer shall be vested with all the powers and perform all the duties of the Treasurer.
Section 7. An Assistant Secretary shall have such powers and duties as may be delegated by the Secretary or the Board from time to time, and, in the absence or disability of the Secretary, the Assistant Secretary shall be vested with all the powers and perform all the duties of Secretary.
Article IV. Executive Director
Section 1. The Executive Director of Diplomatic and Consular Officers, Retired, Inc. shall serve as Executive Director of the DACOR Bacon House Foundation. As such the Executive Director is the chief administrative officer of the Foundation and is responsible for the day-to-day operations of the Foundation and management of the House under the general supervision of the President and by delegation from the Board. The Executive Director serves as a nonvoting ex-officio member of the Executive Committee and of each standing committee. The Executive Director keeps the seal of the Foundation and uses it as required. Subject to the guidance of the President, the Executive Director executes and acknowledges on behalf of the Foundation all contracts, documents, bonds, and other instruments authorized by the Board. The Executive Director’s check signing authority for DACOR Bacon House Foundation shall be the same as it is for Diplomatic and Consular Officers, Retired.
Article V. Committees
Section 1. There shall be an Executive Committee consisting of those persons who compose the Executive Committee of Diplomatic and Consular Officers, Retired, Inc., that shall have the same powers and duties and the same Chair and Vice Chair as the said Executive Committee of Diplomatic and Consular Officers, Retired, Inc.
Section 2. Audit Committee. There shall be an Audit Committee consisting of those persons who compose the Audit Committee of Diplomatic and Consular Officers, Retired. It shall have the same composition, powers, duties, and Chair as the Audit Committee of Diplomatic and Consular Officers, Retired.
Section 3. The President shall appoint chairpersons, determine the composition, and specify the duties of all other standing and ad hoc committees. The President either shall appoint, or authorize, committee chairpersons to appoint persons to serve on the committee. The committees shall create their own rules of procedure to accomplish its assigned tasks. Committee chairpersons shall report committee activities periodically to the Executive Committee.
Section 4. The Finance and Budget Committee shall be chaired by the Treasurer and shall be responsible for recommending to the President and the Board an investment program for the Foundation. It shall oversee all investments of funds.
The Committee shall review annually the budget proposals for the ensuing year. These will be prepared by the Executive Director in cooperation with the Treasurer, the other Standing Committee Chairmen, and the DACOR staff. The Committee shall recommend additions or subtractions depending on fund availability and such other criteria as the Board may prescribe. An agreed budget shall be presented to the Executive Committee, and ultimately, the Board, for final action at their first meeting of each year. Out-of-cycle recommendations by Committee Chairmen for additions or changes in emphasis of current programs shall be reviewed by the Committee and pertinent recommendations forwarded to the Executive Committee. The Vice President shall serve as an ex-officio member of the Committee. The Assistant Treasurer shall serve as a voting member.
Article VI. Amendments
These Bylaws may be altered, amended, or repealed, except as provided in Article II, section 3, by a vote of two-thirds of those present at any regular meeting of the Board, or at any special meeting of the Board called for that purpose, provided that written notice of the proposed changes shall have been sent to all Trustees of the Foundation entitled to vote no less than 30 days prior to such meeting.
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