Article I. Purpose
The 1818 Society, also known as the World Bank Group Alumni Association (hereinafter called the “Society”) shall: (i) provide for its membership a link with fellow members (hereinafter referred to as “Members”; each a “Member”) throughout the world; (ii) organize social, fraternal, educational, humanitarian and other similar activities deemed desirable and unanimously approved by the Society’s board of directors (hereinafter referred to as the “Board of Directors”; each a “Director”); (iii) provide and foster opportunities for contact and cooperation between the International Bank for Reconstruction and Development, the International Development Association, the International Finance Corporation, the Multilateral Investment Guarantee Agency and the International Centre For Settlement of Investment Disputes (hereinafter collectively referred to as the “World Bank Group” or “WBG”) and the Society and its members; and (iv) monitor WBG activities and policies in order to represent the rights and interests of Members and other retirees of the WBG.
Article II. Offices
Section 1. The principal office of the Society shall be located in the city of Washington, D.C. The Society may have such other offices, either within or without the city of Washington, D.C., as the Board of Directors may determine from time to time.
Section 2. The Society shall have, and shall continuously maintain, in the city of Washington, D.C., a registered office, and a registered agent whose office address is identical to that of the Society’s registered office, as required by the District of Columbia Nonprofit Corporation Act of 2010 (the “Act”). The Society’s registered office address may be, but need not be, that of the principal office of the Society in the city of Washington, D.C., and the address of the Society’s registered office may be changed from time to time by resolution of the Board of Directors.
Article III. Chapters and Groups of the Society
Section 1. The Board of Directors may: (i) give recognition to independent chapters and/or groups established by Members in any part of the world on the basis of location, linguistic, thematic or other considerations; and (ii) withdraw recognition when any such chapter or group ceases to exist, or upon a determination by the Board of Directors that recognition is no longer in the best interests of the Society.
Section 2. Chapters shall conduct their activities exclusively in furtherance of the purposes of the Society, specified in Article I above, and shall at all times operate independently from the Society.
Article IV. Members
Section 1. Eligibility.
Regular membership in the Society shall be open to:
(i) all former staff (which, for the purposes of these By-Laws, shall include the Presidents, Executive Directors, Alternate Executive Directors and their staff) of the WBG who: (a) are eligible to receive pension payments under the World Bank Staff Retirement Plan, or (b) have left the service of the WBG on deferred pensions;
(ii) former WBG staff who served at least three (3) years (including some pensionable service) in the WBG;
(iii) individuals on special leave or in such other status as the Board of Directors may approve for membership and who served at least three (3) years in the WBG;
(iv) such other individuals with special ties to the WBG or the Society as the Board of Directors shall determine from time to time, provided, however, that such Members shall be non-voting; and
(v) the surviving spouse/registered domestic partner of any Member.
Section 2. Membership Application.
Applicants eligible under Section 1 of this Article shall become Members upon filing with the Society’s Secretary a written application in such form as the Board of Directors shall from time to time determine. Surviving spouses/registered domestic partners shall succeed automatically to the membership of their spouses/partners, if they so desire.
Section 3. Refusal or Termination of Membership.
The Board of Directors may refuse to allow the membership of any person upon a determination by the Board of Directors that such membership would not be in the best interests of the Society. In addition, a Member may be removed from membership by a vote of at least two-thirds (2/3rds) of the Directors who make up the Board of Directors at the time the removal is approved whenever, in the judgment of those Directors, such removal is in the interest of the Society.
Section 4. Resignation.
Any Member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the Member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
Section 5. Reinstatement.
Upon written request signed by a former Member and properly filed with the Secretary, the Board of Directors may reinstate such former Member to membership upon such terms and conditions as the Board of Directors may deem appropriate.
Section 6. Transfer of Membership.
Membership in the Society is not transferable or assignable.
Article V. Meetings of Members
Section 1. Annual Meeting.
(i) An annual meeting of the Members shall be held during each calendar year for the purpose of presenting fiscal and operational reports, electing the President and Directors, or proclaiming the results of elections, and transacting such other business as may properly come before the meeting. For any matter to be properly brought before any annual meeting, the matter must be (1) specified in the notice of annual meeting given by or at the direction of the Board of Directors, or (2) otherwise brought before the annual meeting by or at the direction of the Board of Directors or the chair of the annual meeting, or (3) otherwise brought before the annual meeting in accordance with such rules and procedures as are adopted by the Board of Directors or as are set forth in these By-Laws. The results of elections shall be proclaimed at an annual meeting of the Members whenever in accordance with subsection 5(iii) of this Article V the Board of Directors has determined that voting will be held by means of electronic balloting conducted prior to the meeting, as well as in the circumstances specified in subsection 1(ii) of this Article V.
(ii) Where the Search Committee determines that only a single candidate for the office of the President, or for a particular Director position on the Board of Directors, meets the applicable eligibility criteria, or where the Search Committee only receives a single nomination for a particular vacancy and the Search Committee determines that such candidate meets the applicable eligibility criteria,
(iii) For the avoidance of doubt, in these By-Laws the term “elected” shall mean elected or proclaimed as elected as provided in subsections 1(i) and 1(ii) of this Article V.
Section 2. Special Meetings.
(i) Special meetings of the Members may be called by (a) the President, (b) the Board of Directors on its own initiative, or (c) not less than ten percent (10%) of the Members having voting rights.
(ii) Notwithstanding subsection 2(i) of this Article V, a special meeting requested by Members shall not be held if: (a) the Board of Directors has called or calls for an annual or special meeting of the Members to be held within ninety (90) days after receipt of the request for the special meeting and the Board of Directors determines in good faith that the business of such meeting includes the business specified in the request; (b) the stated business to be brought before the special meeting is not a proper subject for Member action under applicable law; or (c) an identical or substantially similar item was presented at any meeting of Members held within one hundred and twenty (120) days prior to the receipt of the request for the special meeting.
Section 3. Place of Meeting.
The Board of Directors may designate any place, either within or without the city of Washington D.C., as the place of meeting for any annual or special meeting. An annual or special meeting need not be held at a geographic location if the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the Members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, pose questions, make comments, and vote on matters submitted to the Members.
Section 4. Notice of Meeting.
(i) Written notice, stating the place, purpose for which the meeting is called, date and time of any annual or special meeting of Members shall be sent, electronically and through publication in the Society’s official website, by the Secretary at the direction of the President or the Board of Directors to each Member, not less than thirty (30) days before the date of such meeting.
(ii) Written notice of a special meeting referred to in subsection 4(i) of this Article V shall state that no business other than the purpose mentioned in the notice may be conducted at the special meeting.
(iii) When a special meeting of the Members is called pursuant to subsection 2 (i) of this Article V, the electronic notice referred to in subsection 4(i) of this Article V shall be sent not later than thirty (30) days from the date the Board of Directors receives such a request, and the meeting shall be held not later than sixty (60) days from the date the notice of the special meeting is sent.
Section 5. Quorum and Manner of Acting.
(i) Two hundred (200) Members entitled to vote, present physically, by means of the Internet or other electronic means pursuant to Section 3 of this Article V, or through proxy, shall constitute a quorum at an annual meeting or a special meeting.
(ii) Where a quorum is present, the act of a majority of the Members, voting in person or, electronically, or by proxy, shall be the act of the Members, unless the act of a greater number is required by law or by these By-Laws.
(iii) The Board of Directors may, at its discretion, determine that any action that may be taken at an annual or special meeting may be taken without a meeting if the Society delivers a ballot, whether electronically or in paper form, to every Member entitled to vote on the matter. Action by ballot shall be approved if (i) the number of votes cast by ballot by Members entitled to vote is at least two hundred (200), which shall constitute the quorum, and (ii) the number of approvals in support of the action is at least the majority of all the votes cast, unless a greater number is required by law or by these By-Laws. The results of such balloting shall be proclaimed at an annual or special meeting.
Section 6. Proxies.
(i) At any meeting of Members, a Member entitled to vote may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact.
(ii) No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise expressly provided in the proxy and, in any event, as contemplated in Section 29-405.22(c) of the Act no proxy may be for a term that exceeds three (3) years.
Section 7. Minutes.
The Secretary shall keep a record of all annual and special meetings of Members in the form of minutes. Minutes of all annual and special meetings shall be approved by the Board of Directors not later than thirty (30) days following the conclusion of the annual or special meeting in question, as the case may be.
Article VI. Board of Directors
Section 1. General Powers.
The affairs of the Society shall be managed by the Board of Directors.
Section 2. Search Committee.
(i) The search committee (“Search Committee),”), comprising not less than five (5) regular Members of the Society, shall be established by the Board of Directors annually to actively search and solicit expressions of interest for candidates for membership of the Board of Directors, including candidates for the position of Chair of the Board of Directors and President of the Society, all of whom shall meet their respective eligibility criteria set forth in paragraph (1) of Section 3 and paragraph (2) of Section 3, as the case may be, of this Article VI.
(ii) The Search Committee shall consider self- or third-party nominated candidates and any other individual considered by the Search Committee to meet the eligibility criteria specified in either paragraph (1) or paragraph (2) of Section 3 of Article VI as appropriate for the position to which the candidate is seeking election.
(iii) To be effective, all nominations, including self- and third-party nominations, as well as those identified by the Search Committee, shall be supported by a proposer and a seconder who are each Members eligible to vote. The nominations must be delivered to the chair of the Search Committee within the nominating period, accompanied by an expression of interest from the nominee providing a brief statement of qualifications and biographical data, and stating that she/he will serve if elected to office.
(iv) All candidates for a vacancy of the office of the President or a Director shall be considered by the Search Committee.
(v) The number of candidates considered by the Search Committee shall be at least equivalent to the number of available vacancies.
(vi) Upon completion of its deliberations, the Search Committee shall deliver to the President and Chair of the Board of Directors a written report of its searches.
(vii) Thereafter, the Board of Directors will publish a summary of the Search Committee’s report on the Society’s website, which summary shall not refer to the name or other identifying characteristics of any particular candidate.
(viii) The proceedings of the Search Committee, as well as the documents and any other information obtained or produced by it in the course of the performance of its official duties, are and shall remain strictly confidential and shall not be publicly disclosed.
Section 3. Eligibility Criteria for President and Directors.
(1) Candidates for the President shall be drawn by the Search Committee on the basis of the following eligibility criteria:
(i) commitment to the Society’s purposes as exemplified through past contributions to the Society or other non-profit organizations;
(ii) availability and willingness to manage the Society, work closely with Board Members and Society office staff;
(iii) ability to represent rights and interests of Society Members, as appropriate, to World Bank management at all levels, as well as concerned departments;
(iv) demonstrated leadership and effective communications skills;
(v) demonstrated ability to work constructively with others;
(vi) demonstrated experience in a position of responsibility within the Society (such as Board of Directors experience, editor of the Quarterly, thematic group chair, or chair of other committees of the Society); and
(vii) candidates should normally be resident in the Washington, D.C. metropolitan area.
(2) Candidates for Directors shall be drawn by the Search Committee from the Society’s worldwide membership on the basis of the following eligibility criteria:
(i) willingness and ability to make positive contributions to the purposes of the Society
(ii) availability to devote time to attend Board of Directors meetings and participate in deliberations
(iii) past experience, including experience with the 1818 Society or other relevant non-profit organization; and
(iv) diversity and inclusion criteria as may be defined by the Board of Directors from time to time in order to meet its diversity and inclusion objectives.
Section 4. Number and Tenure of Directors; Staggered Rotation of Directors.
(i) Subject to subsection 4(ii) of this Article VI, the total number of Directors on the Board of Directors (including the President of the Society) shall be ten (10), all of whom must be Members of the Society with voting rights.
(ii) Notwithstanding anything to the contrary contained in this Article VI, up to and including the date immediately preceding the date upon which Directors shall have been elected at the 2023 Annual Meeting of the Society, there will be eleven (11) Directors who shall each serve for two (2) years, with the exception only of one (1) Director who was elected in 2022 and is serving a three (3) year term. Following the 2023 Annual Meeting, at which the President of the Society will be elected to serve a three (3) year term and three (3) Directors will be elected for a three (3) year term, there will be ten (10) Directors who shall each serve for three (3) years, with the exception of five (5) Directors who were elected in 2022 and are serving a two (2) year term. Following the 2024 elections, at which three (3) Directors will be elected for a three (3) year term and two (2) Directors will be elected for a one (1) year term, there will be ten (10) Directors who shall each serve for three (3) years, with the exception of the two (2) Directors elected in 2024 and are serving a one (1) year term. From 2025 onwards: (a) nine (9) of the Directors shall be elected in a staggered manner, to fill vacancies that occur each year on the Board of Directors and (b) subject to Section 9 of this Article VI, each year, at the annual meeting, three (3) Directors shall be elected to the Board of Directors by the Members of the Society entitled to vote.
(ii) The President of the Society shall act as Chair of the Board of Directors and shall be deemed to be a Director with all corresponding rights and responsibilities.
(iv) The immediate past President of the Society shall be invited to serve as an honorary member of the Board of Directors without voting rights.
(v) Directors shall be elected from among the slate of candidates whose eligibility the Search Committee has determined satisfies the applicable criteria and which the Board of Directors has presented to the Members.
(vi) Voting by Members for the election of Directors shall take place in person, by proxy, or electronically unless voting is not required as provided in subsection 1(ii) of Article V.
(vii) Subject to subsection 4(ii) of this Article VI and to Section 9 of this Article VI, each Director shall serve for three-(3) years and shall be eligible for re-election once only for one (1) additional three (3) year term.
(viii) A designated representative of each chapter or group recognized under Article III above may participate in meetings of the Board of Directors with the status of a special invitee without voting rights.
(viii) A designated representative of each chapter or group recognized under Article III above may participate in meetings of the Board of Directors with the status of a special invitee without voting rights.
Section 5. Meetings.
(i) A meeting of the Board of Directors shall be held within one (1) month of the annual meeting of Members.
(ii) Other meetings of the Board of Directors may be called by or at the request of the President or any three (3) Directors.
(iii) The person or persons authorized to call meetings of the Board of Directors may fix any place, either within or without the city of Washington, D.C.., as the place for holding any such meeting.
Section 6. Notices.
Notice of any meeting of the Board of Directors shall be sent electronically at least five (5) days prior thereto to each Director at his/her email address, as shown by the records of the Society. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice, or waiver of notice, of such meeting, unless specifically required by law or by these By-Laws.
Section 7. Quorum.
A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and this may include electronic participation.
Section 8. Manner of Acting.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws.
Section 9. Vacancies.
Any vacancy occurring on the Board of Directors, and any new directorship arising by reason of an increase in the number of Directors, and not filled by the Members, shall be filled temporarily by resolution of the Board of Directors. At the next annual meeting of the Society, a Director shall be elected by the Members in accordance with subsections 1(i) or 1(ii) of Article V, for the remainder of the unexpired term. For the avoidance of doubt, and for the purposes of subsection 4(vii) of this Article VI, a Director’s service for the remainder of an unexpired term to fill a vacancy shall not be taken into account towards the term limits specified in subsection 4(vii) of Article VI.
Section 10. Action by Directors Without Meeting.
Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if an unanimous written consent which sets forth the action to be taken is signed by each Director and filed with the minutes of the Board of Directors.
Section 11. Removal.
A Director may be removed by a vote of at least two-thirds (2/3rds) of the Directors who make up the Board of Directors at the time of such removal whenever, in the judgment of those Directors, such removal is in the best interests of the Society. A vacancy occurring following the removal of a Director shall be filled in accordance the provisions of Article VI, Section 9, above.
Article VII. Officers
Section 1. Officers.
The officers of the Society shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President, Treasurer and Secretary.
Section 2. Election and Term of Office.
(i) The President shall be elected in accordance with Section 1 of Article V at an annual meeting of Members.
(ii) (ii) Voting by Members for the election of the President shall take place in person, by proxy, or electronically, unless voting is not required as provided in subsection 1(ii) of Article V.
(iii) The President shall serve for three (3) years and shall be eligible for re-election once only for one (1) additional three (3) year term.
(iv) Other officers of the Society shall be elected annually by the Board of Directors at its first meeting after the annual meeting of Members.
(v) New offices may be created and filled, or subsequently terminated, at any meeting of the Board of Directors.
(vi) Each officer, including the President, shall hold office until a successor shall have been duly elected.
(vii) An officer may or may not be a member of the Board of Directors.
Section 3. Removal.
Any officer elected or appointed by the Board of Directors may be removed by a vote of at least two-thirds (2/3rds) of the Directors who make up the Board of Directors at the time of such removal whenever, in the judgment of those Directors, such removal is in the best interests of the Society.
Section 4. Vacancies.
A vacancy in any office may be filled by resolution of the Board of Directors.
Section 5. President.
(a) The President shall: (I) preside at all meetings of the Board of Directors and, as chief executive officer, perform the usual duties pertaining to that office, (II) appoint such committees as deemed necessary for the proper administration of the Society and be, ex-officio, a member of all such committees, and (III) adopt such other modalities as deemed appropriate for the proper administration of the Society.
(b) The President may temporarily appoint an officer to fill a vacancy until such time as that appointment can be voted upon by the Board of Directors.
(c) The President: (I) may be removed by a vote of at least two-thirds (2/3rds) of the Directors who make up the Board of Directors at the time of such removal whenever, in the judgment of those Directors, such removal is in the best interests of the Society, and (II) shall be removed automatically at the time he or she resigns or ceases to be a Director.
(d) In the event of a vacancy in the office of the President, the Board of Directors shall elect an interim President for the remainder of the term.
Section 6. Vice President.
The President may designate a Vice-President to act in his/her absence who shall have all the powers of the President and perform all the duties of the President in the absence of the President, except that, unless the Vice President is a Director, he or she may not vote on behalf of the President at meetings of the Board of Directors. If there shall be more than one Vice-President, their respective duties shall be determined by the Board of Directors.
Section 7. Secretary.
The Secretary shall act as clerk of the Board of Directors and shall record all votes and minutes of all proceedings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or by the President. The Secretary shall maintain the records of the Society and shall, as directed by the President, schedule and organize meetings of the Society, keep minutes of such meetings, and perform such other record keeping and correspondence tasks as the Board of Directors or the President may direct.
Section 8. Treasurer.
The Treasurer shall be responsible for ensuring safe and efficient arrangements for the management of the Society’s financial affairs, the safe-guarding of its assets and the prompt discharge of its liabilities. The Treasurer shall manage receipt and disbursement of the funds of the Society, as may be ordered by the Board of Directors, prepare full and accurate accounts thereof, and present to the President and Board of Directors at their meetings, or whenever required, an account of the transactions made. The Treasurer shall also prepare annual financial statements of receipts and disbursements, as well as financial assets and liabilities for presentation to Members at the annual meetings of the Society.
Article VIII. Contracts, Checks, Deposits and Gifts
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents of the Society, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc.
All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Society shall be signed by such officer or officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer with the approval of the President or a Vice-President of the Society.
Section 3. Deposits.
All funds of the Society shall be deposited from time to time in the account(s) of the Society in such banks, trust companies or other depositories as the Board of Directors may from time to time resolve.
Section 4. Gifts.
The Board of Directors may accept on behalf of the Society any contribution, gift, bequest or device for the general purposes or for any special purpose of the Society.
Article IX. Books and Records
The Society shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of Members, Board of Directors and committees having the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the Members. All books and records of the Society may be inspected by Members, or their agents or attorneys, for any proper purpose at any reasonable time.
Article X. Fiscal Year
The fiscal year of the Society shall begin on the first day of January and end on the last day of December in each year.
Article XI. Accounts of the Society
The Board of Directors shall arrange to have the accounts of the Society, for each fiscal year, examined and reviewed by a Member of the Society who shall not be a Director or an officer of the Society. Said Member shall report to the Board of Directors, in a timely manner, on the extent to which said accounts fairly and accurately reflect the Society’s financial position.
Article XII. Dues
The Board of Directors may determine from time to time the amount of dues payable to the Society.
Article XIII. Waiver of Notice
Whenever any notice is required to be given under the provisions of the Act or under the provisions of the Articles of Incorporation or these By-Laws of the Society, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XIV. Amendment to By-Laws
(i) Subject to paragraph (iii) of this Article XIV, these By-Laws may be amended, repealed and new By-Laws adopted only by action of Members entitled to vote at an annual or special meeting of Members, or through electronic balloting.
(ii) Amendments to these By-Laws, or the repeal and adoption of new By-Laws, shall require the quorum of at least fifteen percent (15%) of the total number of Members entitled to vote and the approval by at least seventy-five percent (75%) of the votes or ballots cast.
(iii) Except for the bylaw amendments set forth in Section 29-408.22 of the Act requiring approval by the Members, any provision of these By-Laws may be amended by vote of a super-majority of Directors. For purposes of these By-Laws, the expression “super-majority of Directors” means at least seventy-five percent (75%) of the Directors who make up the Board of Directors at the time the amendment is considered.
(iv) Any amendment to these By-Laws or the repeal and adoption of new By-Laws will be posted on the Society’s website as promptly as possible following its approval and notice thereof shall be published once in the immediately next issue of the Society’s Quarterly publication. In addition, the President shall advise the Members of any amendment to these By-Laws adopted by vote of a super-majority of Directors at the annual meeting of Members immediately following the date on which such amendment shall have been adopted.
Article XV. Personal Liability; Directors’ & Officers’ Liability Insurance
Section 1. Personal Liability.
Except as required by the Act, no Director or officer of the Society, or any member of any committee established by the Board of Directors, shall be personally liable to the Society or any of its Members for damages resulting from the good faith conduct of his or her duties to the Society except those resulting from willful misconduct or gross negligence.
Section 2. Directors & Officers Liability Insurance.
The Society shall, on an annual basis, obtain and at all times shall maintain in full force and effect from reputable insurers that are duly authorized and licensed to conduct insurance business in the District of Columbia Directors’ and Officers’ (D&O) Liability Insurance providing comprehensive coverage in an amount of not less than One Million Dollars ($1,000,000) in favor of Directors, Officers and Board-appointed committee members (collectively, “Indemnified Parties”) of the Society against loss for which the Indemnified Parties are not indemnified by the Society, including the costs and expenses of legal counsel, related to claims lodged by whomsoever in connection with the conduct of his or her duties to the Society.
Version current as of October 27, 2022