BY-LAWS
OF
HYDRO RESEARCH FOUNDATION, INC.
Adopted July 17, 1995
Amended January 29, 1997
Amended April 6, 2003
Amended July 2, 2008
Amended July 27, 2009
Amended May 1, 2017
BY-LAWS
OF
HYDRO RESEARCH FOUNDATION, INC.
ARTICLE I
THE BOARD OF DIRECTORS
Powers of Board
Section 1. The property, business and affairs of the Hydro Research Foundation, Inc. (the “Foundation”) shall be carried out by the Board of the Foundation (the "Board"). The Board shall have and may exercise all of the powers of the Foundation. The composition of the Board shall be determined pursuant to the provisions of Section 2 of this Article l.
Composition of Board
Section 2. The number of the Board shall be not more than twenty (20), nor less than three (3). Such number may be increased or decreased by resolution of the Board; provided, however, that in no event shall such number be decreased to less than three (3). Directors shall be elected by the affirmative vote of a majority of the incumbent members of the Board at its annual meeting and shall hold office for up to a three-year term.
Nominating Committee
Section 3. Nominations for directorships shall be made by a Nominating Committee appointed by the Chairman of the Board. Such nominations shall be made by the Nominating Committee and the names of persons nominated by such Committee for directorship shall be submitted to the Board along with a notice of the annual meeting. Such information shall be submitted to the Board at least twenty-one (21) days in advance of its annual meeting. If for any reason any person nominated by the Nominating Committee becomes ineligible for election, a substitute nominee may be named by the Committee or by the Chairman of the Board at the annual meeting.
Resignation
Section 4. Any director may resign at any time upon written notice to the Foundation addressed to the principal office of the Foundation. Any such resignation shall become effective at the time or upon the happening of the condition, if any, specified therein, or, if no such condition or time is specified, upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Removal
Section 5. No director may be removed from office by the Board except as provided in the By-Laws. Any director may be removed from office by the affirmative votes of two-thirds (2/3) of all of the members of the Board.
Vacancies
Section 6. Any vacancy in the Board occurring by reason of the resignation, removal, disqualification, incapacity, or death of a director shall be filled by the Board with the replacement director to hold office until the next annual meeting of the Board.
Annual Meeting
Section 7. The annual meeting of the Board shall be held between March 1 and May l5 each year, on such date and at such time and place, within or without the District of Columbia, as may be fixed by the Board and, when so fixed, no notice thereof need be given.
Special Meetings
Section 8. Special meetings of the Board may be called at any time by the Chairman of the Board. Special meetings of the Board shall be called by the Chairman or, in case of the death, absence, incapacity or refusal of the Chairman, by another officer of the Foundation upon the written request of any three (3) directors. The purpose of special meetings of the Board need not be stated in the call for, or notice of, the meeting unless required by law and unless otherwise indicated in the notice, any and all business may be transacted at a special meeting. Such meetings shall be held at such place, within or without the District of Columbia, as may be designated by the Board or, in the absence of such designation, by the officer of the Foundation calling the meeting.
Notice
Section 9. Except as may otherwise be provided by law or by these By-Laws, notice of the time and place of holding all meetings of the Board shall be given as the Board shall from time to time determine. Whenever any notice is required to be given to any member of the Board, 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 equivalent to the giving of such notice.
Quorum
Section 10. One-third (1/3) of the directors then in office shall constitute a quorum at any meeting of the Board for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be an act of the Board, except as may be otherwise specifically provided by law or by these By-Laws. Members of the Board may participate in any meeting of the Board by means of a conference telephone or similar communications equipment provided that all persons participating at the meeting can hear each other at the same time. For purpose of this section, participation by such means shall constitute presence in person at a meeting.
Consent Actions
Section 11. Any action required to be taken or permitted to be taken by the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Board entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.
Relationship Interests
Section 12. Except as may otherwise be provided by law or by these By-Laws, no contract or other transaction between the Foundation and one or more of its directors or any other corporation, firm, association or entity in which one or more of its directors or officers are financially interested shall be void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board or a committee thereof which authorizes, approves or ratifies such contract or transaction, if the contract or transaction is fair and reasonable to the Foundation and if such relationship or interest is disclosed to the Board or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors as present for purposes of constituting a quorum.
Compensation
Section 13. Neither the members of the Board nor any member of an Advisory Board referred to in Article II or a committee referred to in Articles III or IV shall be entitled to receive any compensation for serving in such capacity. However, such persons may, in the discretion of the Board, be reimbursed for their reasonable expenses, if any, incurred in attending meetings of the Board, or of any committee established by such board, or in performing other duties at the request of the Board. Nothing herein contained shall preclude any director or advisory member of a committee from serving the Foundation in any other capacity and receiving compensation therefore.
Chairman
Section 14. The President shall serve as the Chairman of the Board and shall preside at all meetings of the Board. In the absence of the Chairman from any such meeting, the members of the Board shall appoint another member of the Executive Committee then present as a Chairman pro tem to preside at such meeting.
ARTICLE II
ADVISORY BOARDS
Establishment
Section 1. The Board may, by resolution passed by a majority of the directors then in office, establish Advisory Boards as it may deem necessary to assist in promoting the purposes of the Foundation. Such Advisory Boards shall act in an advisory and supportive capacity to the Board upon such terms and conditions as the Board deems appropriate.
Appointments
Section 2. Each member of an Advisory Board created pursuant to Section 1 of this Article II shall serve at the pleasure of the Board upon such terms and conditions as the Board deems appropriate.
Chairman
Section 3. In the resolution establishing an Advisory Board, the Board shall appoint one member of such Advisory Board as chairman.
Vacancies
Section 4. Any vacancy on an Advisory Board occurring by reason of the resignation, removal, disqualification, incapacity, or death of a member may be filled by the Board upon such terms and conditions as the Board deems appropriate.
Quorum
Section 5. Unless otherwise provided in the resolution establishing an Advisory Board, a majority of the Advisory Board members shall constitute a quorum.
Voting Rights
Section 6. The member of any Advisory Board established pursuant to Section 1 of this Article II may, in the Board's discretion, receive notices of, attend, and participate in the discussions at meetings of the Board. However, Advisory Board members shall have no voting rights and shall not be considered or counted as directors for purposes of determining whether a quorum is present at any meeting of the Board or whether the required number of votes has been obtained on any matter or for any other purpose. The fact that a member of the Advisory Board has not received notice of a meeting of the Board, or of any action to be taken by written consent of all of the directors then in office pursuant to Section 11 of Article I, shall not affect the validity of any action taken at any such meeting or by such written consent.
ARTICLE III
EXECUTIVE COMMITTEE
Establishment and Powers
Section 1. The Executive Committee shall be composed of three (3) or more officers of the Board as defined in Article V and the Managing Director and Chief Strategic Advisor, if they are appointed by the Board, to promote the purposes and carry on the work of the Foundation. However, the Managing Director and Chief Strategic Advisor shall serve in an advisory capacity. The Executive Committee can exercise the power of the Board, except that such committee shall not have the power to: (1) amend or restate the Articles of Incorporation; (2) adopt a plan of merger or consolidation; (3) amend, alter, or repeal the By-Laws; (4) elect, appoint, or remove any member of the committee or any director or officer of the Foundation; (5) authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Foundation; (6) adopt a plan for the distribution in liquidation of the assets of the Foundation; (7) amend, alter, or repeal any action or resolution of the Board unless by its terms it provides that it may be amended, altered, or repealed by such committee; or (8) effect dissolution of the Foundation.
Voting Rights
Section 2. Each officer on the Executive Committee shall be entitled to one (1) vote on any matter submitted to the committee.
Term
Section 3. Each officer of the Executive Committee shall continue in such capacity until the next annual meeting of the Board and until his/her successor, if any, is appointed. However, the President shall serve on a calendar year basis for two consecutive calendar years.
Chairman
Section 4. The President shall serve as chairman of the Executive Committee.
Vacancies
Section 5. Vacancies in the officer positions comprising the Executive Committee shall be filled in the manner set forth in Article V.
Quorum
Section 6. A majority of the Executive Committee shall constitute a quorum.
Consent Actions
Section 7. Any action required to be taken or permitted by the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Executive Committee entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the Executive Committee and shall be filed with the minutes of the proceedings of the Executive Committee.
Rules
Section 8. The Executive Committee may adopt rules for its own governance not inconsistent with the Articles of Incorporation of the Foundation or these By-Laws.
ARTICLE IV
SPECIAL COMMITTEES
Establishing and Powers
Section 1. The Board may, by resolution passed by a majority of the directors then in office, create such special committees as it may deem necessary to promote the purpose and carry on the work of the Foundation. Each such committee shall be appointed by the Board and shall consist of two (2) or more members of the Board and such other persons as may be appointed by the Board. Any committee created by the Board pursuant to the authority of this section may exercise only those specific powers delegated to such committee by the Board. No such committee shall have the power to: (1) amend or restate the Articles of Incorporation; (2) adopt a plan of merger or consolidation; (3) amend, alter, or repeal the By-Laws; (4) elect, appoint, or remove any member of any such committee or any director or officer of the Foundation; (5) authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Foundation; (6) adopt a plan for the distribution in liquidation of the assets of the Foundation; (7) amend, alter, or repeal any action or resolution of the Board unless by its terms it provides that it may be amended, altered, or repealed by such committee; or (8) effect a dissolution of the Foundation.
Term
Section 2. Each member of a special committee shall continue in such capacity until the next annual meeting of the Board and until his/her successor, if any, is appointed.
Chairman
Section 3. In the resolution establishing a special committee, the Board shall appoint one member of such committee to serve as chairman.
Vacancies
Section 4. Vacancies in the membership of any such special committee may be filled by appointments made in the same manner as is provided for in the case of originals appointments.
Quorum
Section 5. Unless otherwise provided in the resolution of the Board establishing a special committee, a majority of the special committee shall constitute a quorum.
Consent Actions
Section 6. Any action required to be taken or permitted to be taken by a special committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the committee entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the special committee and shall be filed with minutes of the proceedings of such committee.
Rules
Section 7. Each special committee may adopt rules for its own governance not inconsistent with the Articles of Incorporation of the Foundation or these By-Laws.
ARTICLE V
OFFICERS
Enumeration of Officers
Section 1. The officers of the Foundations shall consist of a President, a Secretary, and a Treasurer. Such officers shall be elected by the Board and shall serve such terms and upon such conditions as the Board deems appropriate; provided, however that no term of office shall exceed three (3) years. The Board may elect such other officers (including one or more Vice Presidents), assistant officers and agents as it deems necessary to carry out the business of the Foundation. Such other officers, assistant officers and agents shall hold their offices for such terms and upon such conditions and shall exercise such powers and perform such duties as shall be determined from time to time by the Board; provided, however, that no term of office shall exceed three (3) years. Two (2) or more offices may be held by the same person, except that the same person may not serve as President and as Secretary. Officers shall be members of the Board. The officers of the Foundation may receive such reasonable compensation for services rendered as the Board deems appropriate.
Terms of Office
Section 2. Each officer of the Foundation shall hold office until his/her respective successor is chosen and qualified or until his/her earlier resignation, removal, disqualification, incapacity or death. Any officer of the Foundation may be re-elected. Any such re-election or re-appointment may be made for such term and upon such conditions as the Board may deem appropriate; provided, however, that no term of office shall exceed three (3) years. Notwithstanding any other provision of these By-Laws, any officer may be removed at any time, with or without cause, by the affirmative votes of a majority of all of the members of the Board.
Vacancies
Section 3. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the affirmative votes of a majority of all of the members of the Board upon such terms and conditions as the Board deems appropriate.
Powers and Duties of President
Section 4. The President shall be the chief executive officer of the Foundation and shall be subject to the general direction of the Board. The President shall exercise general supervision over the property, business, and affairs of the Foundation, shall perform such other duties as may be prescribed by these By-Laws or as assigned by the Foundation and shall coordinate the work of the other officers of the Foundation.
Vice-President(s)
Section 5. The Vice President(s), if one or more are elected by the Board, shall perform on behalf of the Foundation including such duties of the President as may be respectively assigned to the Vice President from time to time by the Board or by the President.
Secretary
Section 6. The Secretary shall record the minutes of the meetings of the Board and shall perform such other duties as may be delegated to the Secretary by the President or the Board. The Secretary shall have charge of the seal of the Foundation and shall have authority to attest documents, contracts, deeds, and other instruments for the Foundation and to affix the corporate seal thereto.