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BY-LAWS OF THE ASSOCIATION

ADOPTED MARCH 9, 1911

ARTICLE I

The TRUSTEES

SECTION 1. Pending the incorporation of the Trustees, the business of the Trust shall be conducted by the Trustees as an unincorporated association, and shall be managed and controlled by the Board of Trustees, which shall consist of twenty-eight members, who shall hold office continuously and not for a stated term.

The name of the association shall be “Carnegie Endowment for International Peace.”

SECTION 2. Vacancies in the Board of Trustees shall be filled by the Trustees, by ballot, by a vote of two-thirds of the Trustees present at a meeting. No person shall be elected, however, who shall not have been nominated, in writing, by some member of the Board of Trustees twenty days before an annual or special meeting. A list of the persons so nominated, with the names of the proposers, shall be mailed to each member of the Board of Trustees twenty days before a meeting, and no other nomination shall be considered except by the unanimous consent of the Trustees present.

SECTION 3. In case any Trustee shall fail to attend three successive annual meetings of the Board, he shall thereupon cease to be a Trustee.

SECTION 4. No Trustee shall receive any compensation for his services as such.

ARTICLE II

MEETINGS SECTION I. The principal office of the association shall be in the City of Washington, in the District of Columbia. The annual meeting of the Board of Trustees shall be held on the third Friday of April in each year.

SECTION 2. Special meetings of the Board may be called by the Executive Committee at such place as the Committee shall 1 As amended December 12, 1912.

determine, by notice served personally upon or mailed to the usual address of each Trustee, twenty days prior to the meeting, as the names and addresses of such Trustees appear upon the books of the association.

A special meeting of the Board on the second Friday of November in each year shall be called and held in accordance with the provisions of this section, for the transaction of such business as the Board shall determine upon, including any special appropriations that may be found necessary.'

SECTION 3. Special meetings shall be called by the president in the same manner upon the written request of seven members of the Board.

SECTION 4. A majority of the Trustees shall constitute a quorum.

SECTION 5. The order of business at the annual meeting of the Board of Trustees shall be as follows:

1. Calling the roll. 2. Reading of the notice of the meeting. 3. Reading of the minutes of the last annual or special meeting. 4. Reports of officers. 5. Reports of committees. 6. Election of officers and Trustees. 7. Miscellaneous business.

ARTICLE III

OFFICERS SECTION 1. The officers of the association shall be a president and a vice president, who shall be elected from the members of the Board by ballot annually. There shall also be a secretary elected from the members of the Board, who shall serve during the pleasure of the Board, and a treasurer, who may or may not be a member of the Board, who shall be elected by the Board and serve during the pleasure of the Board.

ARTICLE IV

The PRESIDENT SECTION 1. The president shall be the presiding officer of the association and chairman, ex officio, of the Executive Committee. 1 As amended April 18, 1913.

He shall preside at all meetings of the Board or the Executive Committee, and exercise the usual duties of a presiding officer. He shall have general supervision of all matters of administration and of all the affairs of the association.

SECTION 2. In the absence or disability of the president, his duties shall be performed by the vice president.

ARTICLE V

THE SECRETARY

SECTION 1. The secretary shall be the chief administrative officer of the association and, subject to the authority of the Board and the Executive Committee, shall have immediate charge of the administration of its affairs and of the work undertaken by it or with its funds. He shall devote his entire time to the work of the association. He shall prepare and submit to the Board of Trustees and to the Executive Committee plans, suggestions and recommendations for the work of the association, shall carry on its correspondence, and generally supervise the work of the association. He shall sign and execute all instruments in the name of the association when authorized to do so by the Board of Trustees or by the Executive Committee or the Finance Committee. He shall countersign all cheques, orders, bills or drafts for the payment of money, and shall perform the usual duties of a secretary and such other duties as may be assigned to him by the Board or the Executive Committee.

SECTION 2. He shall be the legal custodian of all property of the association whose custody is not otherwise provided for. He shall submit to the Board of Trustees, at least thirty days before its annual meeting, a written report of the operations and business of the association for the preceding fiscal year, with such recommendations as he shall approve.

SECTION 3. He shall act, ex officio, as secretary of the Board of Trustees and of the Executive Committee, and shall have custody of the seal and affix the same when directed so to do by the Board, the Executive Committee or the Finance Committee.

SECTION 4. An assistant secretary may be appointed by the Executive Committee to perform the duties or exercise the powers of the secretary, or some part thereof.

ARTICLE VI

THE TREASURER SECTION 1. The treasurer shall have the care and custody of all funds and property of the association as distinguished from the permanent invested funds and securities, and shall deposit the same in such bank, trust company or depository as the Board of Trustees or the Executive Committee shall designate, and shall, subject to the direction of the Board or the Executive Committee, disburse and dispose of the same, and shall perform the usual duties incident to the office of treasurer. Hie shall report to each meeting of the Executive Committee. He shall keep proper books of account of all moneys or disposition of property received and paid out on account of the association, and shall exhibit the same when required by the Executive Committee, the Finance Committee or any officer of the association. He shall submit a report of the accounts and financial condition of the association, and of all moneys received or expended by him, at each annual meeting of the association. He may be required to give a bond for the faithful discharge of his duties, in such sum as the Executive Committee may require.

SECTION 2. An assistant treasurer may be appointed by the Executive Committee to perform the duties and exercise the powers, or some part thereof, of the treasurer. Such assistant treasurer may be either an individual or a corporation, who may in like manner be required to furnish a bond.

ARTICLE VII

The EXECUTIVE COMMITTEE SECTION I. There shall be an Executive Committee, consisting of the president, the secretary, and five other Trustees elected by the Board by ballot for a term of three years who shall be eligible for reelection. The members first elected shall determine their respective terms by lot, two to serve three years, two to serve two years and one a single year. A member elected to fill a vacancy shall serve for the remainder of the term.

SECTION 2. The Executive Committee shall, subject to the authority of the Board, and when the Board is not in session, exercise all the powers of the Board in the management, direction and supervision of the business and the conduct of the affairs of the association. It may appoint advisory committees, or agents, with such powers and duties as it shall approve, and shall fix salaries of officers, agents and employes.

SECTION 3. The Executive Committee shall direct the manner in which the books and accounts of the association shall be kept, and shall cause to be examined from time to time the accounts and vouchers of the treasurer for moneys received and paid out by him. Such committee shall submit a written report to the Board at each meeting of the Board, and shall submit an annual report to the annual meeting of the Board.

SECTION 4. Whenever any va cancy shall occur in the Executive Committee or in the office of secretary or treasurer, or in any other office of the association by death, resignation or otherwise, the vacancy shall be filled by appointment by the Executive Committee until the next annual meeting of the Board of Trustees.

SECTION 5. A majority of the Executive Committee shall constitute a quorum.

ARTICLE VIII

FINANCE COMMITTEE SECTION 1. The Finance Committee shall consist of three Trustees to be elected by the Trustees by ballot annually.

SECTION 2. The Finance Committee shall have custody of the permanent invested funds and securities of the association and general charge of its investments, and shall care for, invest and dispose of the same subject to the directions of the Board of Trustees and of the Executive Committee. It shall consider and recommend to the Board from time to time such measures as in its opinion will promote the financial interests of the association, and shall make a report at each annual meeting of the Board.

Pending incorporation the title to the permanent invested funds and securities of the association, as well as the custody thereof, shall be vested in the Finance Committee in trust for the association.

ARTICLE IX

TERMS OF OFFICE The terms of office of all members of committees shall continue until their successors in each case are appointed.

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