Professional Documents
Culture Documents
ARTICLE I
OFFICES
Section 1. Principal Office. 'The principal office of Bill, Hillary & Chelsea Clinton
Foundation (d/b/a Clinton Foundation and hereafter referred to as the "Corporation") shall be
located in the state of Arkansas. The Corporation may from time to time have such other offices
as the Board of Directors may determine or as the affairs of the Corporation may require.
Section 2. Registered Office. The Corporation shall have and continuously maintain
in the state of Arkansas, a registered office and a registered agent whose office is located in such
registered office. The registered office may be, but need not be, located in the principal office of
the Corporation. The address of the registered office may from time to time be changed by the
Board of Directors.
ARTICLE II
DIRECTORS
determined, and its affairs shall be managed, by its Board of Directors. All powers of the
Corporation may be exercised by or under the authority of the Board of Directors. The Directors
shall act only as a Board of Directors, or as a committee thereof; individual Directors shall have
no power as such. Directors need not be citizens of the United States, nor residents of the state of
Arkansas. From among their members, the Directors shall elect a Chairman and a Vice-Chairman
EAS7\56912917.8
of the Board who shall serve for terms of one (1) year. The Chairman of the Board shall preside
at all meetings of the Board of Directors and shall have such other powers and perform such other
duties as may from time to time be assigned by these Amended and Restated Bylaws or by the
Board of Directors. The Vice-Chainnan shall assist the Chairman in the performance of his or her
Section 2. Number. The number of Directors constituting the Board of Directors shall
be not less than three (3) and not more than twenty (20). Such number may be increased or
decreased from time to time by the Board; provided, however, that the number of Directors shall
be not less than three (3); and, provided further, that no decrease shall have the effect of shortening
the term of any incumbent Director. The Board of Directors shall be divided into two classes,
Class A and Class B (the directors in such classes the "Class A Directors" and the "Class B
Directors," respectively). The Class A Directors shall be William J. Clinton and Chelsea V.
Clinton. The remaining members of the Board of Directors shall be Class B Directors.
Section 3. Term of Class A Directors. The Class A Directors shall serve as directors
until the earlier of their resignation, removal, or death. Any replacement for a Class A Director
Directors shall be three (3) years, or until their successors are elected and qualified, or until their
earlier resignation, removal or death. Upon adoption of these Amended and Restated Bylaws, the
Board shall assign the current Directors to staggered terms of one (1), two (2) or three (3) years,
beginning on January 1, 2014, for the purpose of establishing an initial rotation of directorship
positions. Thereafter, the Class B Directors will be elected by the then current Board by the
affirmative vote of a majority of the Directors then in office (in accordance with Article II, Section
16) for a three-(3) year term unless this term limit is altered from time to time by resolution of the
Board. Terms of Board members shall commence, and the terms of their predecessors shall end,
at 12:01 a.m., Central Time on January 1, provided that if a successor has not been elected and
resolution of the Board naming the new Director. Any Director elected with a commencement
date other than January 1 will fill the remaining portion of such term ending on the January 1
Section 5. Resignations. Any Director may resign at any t-ime by notifying the Board
of Directors of the Corporation in writing. Such resignation shall talce effect at the time specified
therein. Acceptance by the Board of Directors of the Corporation of such resignation shall not be
shall owe to the Corporation duties of loyalty and care of the type owed by directors pursuant to
the Arlcansas Nonprofit Corporation Act of 1993. Directors shall comply with the Corporation's
Conflict of Interest and Outside Activities Policy (the "Policy"), and shall complete all disclosures
Section 7. Removal. Class A Directors may be removed at any time upon a majority
vote of the Class A Directors at a meeting expressly called for that purpose. Class B Directors
may be removed from office at any time, with or without cause, upon a majority vote of the Board
of Directors (in accordance with Article 11, Section 16) at a meeting expressly called for that
purpose.
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Section 8. Vacancies. Vacancies in the Board of Directors shall be deemed to exist in
the event of the resignation, removal, or death of a Director, or in the event of an increase in the
number of Directors. Any such vacancy shall be filled by a majority vote of the remaining
members of the Board of Directors (in accordance with Article II, Section 16), except that the
remaining Class A Directors shall fill any vacancy caused by the resignation, removal, or death of
a Class A Director. A Director elected to fill a vacancy shall hold office for the unexpired term of
his or her predecessor. In the case of an increase in the number of Directors, a newly appointed
or special, may be held within or without the state of Arkansas and may be held by means of
telephone conference.
Section 10. Annual Meeting. The annual meeting of the Board of Directors shall be
held at such time and place as shall be determined by the Board of Directors and designated in the
Section 11. Regular Meetings. Regular meetings of the Board of Directors shall be
held at least three (3) times per calendar year, and once scheduled by the Board of Directors may
be held without further notice at such time and place as shall be determined from time to time by
Section 12. Call of Special Meetings. The Chairman of the Board or the Chief
Executive Officer of the Corporation may call, or upon the request of a majority of the members
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of the Board of Directors, the Secretary of the Board shall call, special meetings of the Board of
Directors.
Section 13. Notice of Special Meetings. Notice of special meetings of the Board of
Directors shall be in writing, signed by the Chairman of the Board or the Chief Executive Officer
of the Corporation, or the Secretary of the Board, and shall be served personally or sent to each
Director by mail, telegram, fa.csimile or electronic mail addressed to his or her last lcnown address
at least two (2) days before the time designated for such meeting unless longer notice is required
by law. Notice of special meetings shall state the time and place of the meeting; the purpose or
purposes of such meetings need not be specified, unless otherwise required in the Articles of
Section 14. Waiver of Notice. Whenever notice is required to be given to any Director
under the provisions of the Arlcansas Nonprofit Corporation Act of 1993, the Articles of
Incorporation, or these Amended and Restated Bylaws, 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. Such waiver shall specify the purpose or purposes of the
of such meeting.
Section 15. Quorum. A majority of the Directors then in office shall constitute a
quonun for the transaction of business at any meeting of the Board of Directors, unless otherwise
required by the Arlcansas Nonprofit Corporation Act of 1993, the Articles of Incorporation, or
these Amended and Restated Bylaws. Notwithstanding the foregoing, a quorum of the Board of
Directors must include at least one Class A Director. However, if a quonun is not present at any
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meeting of the Board of Directors, those Directors present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quonun shall be present.
Section 16. Action by Majority Vote. Except as required by the Arkansas Nonprofit
Corporation Act of 1993, the Articles of Incorporation, or these Amended and Restated Bylaws,
any action by the Board of Directors shall require the approval of a majority of the Directors
present at a meeting at which a quorum is present, provided that such majority must also include
at least one Class A director. For the avoidance of doubt, any proposed action by the Board of
Directors which is not approved by a majority of the Class A Directors with at least one Class A
Director as part of the majority of the Directors approving such action will not be adopted as an
Section 17. Action by Written Consent. Any action required or permitted to be talcen
at a meeting of the Board of Directors may be talcen without a meeting if a consent in writing,
setting forth the action so talcen, shall be signed by all of the Directors.
COMMITTEES
Section 18. Designation. There shall be three standing committees of the Board, which
shall consist of: the Executive Committee, the Audit Committee, and the Investment Committee.
The Board of Directors may from time to time create on (1) or more additional committees of the
Board as it deems appropriate to discharge its responsibilities. The Board of Directors shall
designate two (2) or more Directors to serve on any such Committee or Committees and shall have
the power at any tiine to: (i) fill vacancies on any committee; (ii) change the membership of any
conuninee; or (iii) discharge a committee. The Chainnan of the Board of Directors shall have the
power to designate a member of a conunittee as the chair of such conunittee. Unless specifically
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delegated or as otherwise provided in these Amended and Restated Bylaws, authority to act on all
matters is reserved to the Board of Directors and the duty of each committee shall be to consider
and to malce recommendations to the Board of Directors. The Committees of the Corporation shall
consist of: (i) the Executive Committee, (ii) the Audit Committee, (iii) the Investment Committee
and (iv) such other committees as the Board from time to time determines. Provided that any
expense is approved in advance by the Board, each Committee may engage advisors or consultants
to assist the Conunittee in its deliberations, although such advisors and consultants will not be
Section 19. Powers. Each conunittee shall have, and may exercise, such powers not
inconsistent with the Arkansas Nonprofit Corporation Act of 1993, the Articles of Incorporation,
or these Amended and Restated Bylaws, as authorized by the Board o\ f Directors. The designation
of any such conunittee and the delegation thereto of authority shall not operate to relieve the Board
of Directors, or any individual Director, of any responsibility imposed upon it or him or her by
Section 20. Term. Members of a committee shall serve for a term of one (1) year or
until the next annual meeting of the Board of Directors, and until their successors are appointed,
or until their earlier resignation, removal with or without cause, or death, or until the committee
Section 21. Meetings. Meetings of a committee may be held within or without the state
of Arkansas, and may be held by means of telephone conference. A majority of any such
committee may fix the time and place of its meetings. Each committee shall keep records of its
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Section 22. Quorum. A majority of the then serving members of any committee shall
constitute a quortun. Any action of the majority of those present at a meeting at which a quorum
is present shall be deemed the action of the conunittee, except when a conunittee has only two (2)
Section 23. Executive Commiftee. The Executive Committee shall consist of the Class
A Directors and an additional member elected by the Class A Directors. The member who is not
a Class A Director shall serve until his or her resignation or removal by the vote of a majority of
the Class A Directors. The Executive Conunittee shall have the power to transact all regular
business of the Board of Directors during the periods between meetings of the Board of Directors,
unless authority to transact any business may not by law be delegated to the Executive Committee.
Without limiting the foregoing, the Executive Committee will have the exclusive power to: (i)
make all decisions related to the use of the Clinton name; and (ii) make decisions related to the
renaming of the organization. All actions of the Executive Committee shall be reported at the next
meeting of the Board of Directors pursuant to Article II Section 21, but shall not be subject to
Section 24. Audit Committee. The Audit Conunittee shall supervise the audit and
financial controls of the Corporation, approve the audit report, and submit the audit report and
recommendations to the Board for appropriate action. The committee has the responsibility and
authority to oversee the accounting and financial reporting processes of the Corporation, the
integrity of the financial reports and other financial information and the audits of the Corporation's
financial statements, assist the Board in fillfilling its oversight responsibilities by reviewing and
reporting to the Board on the integrity of the financial reports and other financial information
provided by the Corporation to any goverrunent body or to the public. The committee shall also
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review the qualifications, independence and performance, and approve the terms of engagement
Section 25. Investment Committee. The Investment Committee shall assist the Board
ARTICLE III
OFFICERS
Section 1. Officers. The officers of the Corporation shall be the Chief Executive
Officer, Chief Financial Officer and Secretary. Officers may, but need not, be Directors. One
person may hold the offices and perform the duties of two or more of said officers: provided,
however, that no officer shall execute, acicnowledge or verify any instrument in more than one
capacity if such instrument is required by law, the Articles of Incorporation or these Amended and
the powers and duties of the officers of the Corporation as set forth in these Bylaws, the officers
shall have such authority- and shall perform such duties as from time to time may be determined
Section 2. Appointment. The Chief Executive Officer shall be elected by the Board
of Directors. The Chief Financial Officer shall be elected by the Board of Directors with the
concurrence of the Chief Executive Officer. The Secretary shall be appointed by the Chief
Executive Officer. Additional officers may be appointed as set forth in Article IQ, Section 8.
Section 3. Resignations. Any officer of the Corporation may resign at any time by
giving written notice of his or her resignation to the Board of Directors. Any such resignation
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shall talce effect at the time specified therein or, if the time when it shall become effective shall not
be specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance
Section 4. Removal. All officers shall hold office at the pleasure of the Board of
Directors, and any officer of the Corporation may be removed, either with or without cause, at any
tirne, by the Board of Directors at any meeting. In addition, any officer appointed by the Chief
Executive Officer shall hold office at the pleasure of the Chief Executive Officer, and such officer
may be removed, either with or without cause, at any time, by the Chief Executive Officer. All
agents and employees other than officers elected by the Board of Directors shall also be subject to
removal, with or without cause at any time by the officers appointing them.
Section 5. The Chief Executive Officer. The Chief Executive Officer, subject to the
provisions of these Amended and Restated Bylaws and to the direction of the Board of Directors,
shall have ultimate authority for decisions relating to the general management and control of the
business and affairs of the Corporation. The Chief Executive Officer shall perform such other
Section 6. Chief Financial Officer. The Chief Financial Officer shall have charge of
and be responsible for all securities, funds, receipts and disbursements of the Corporation, and
shall deposit or cause to be deposited, in the name of the Corporation, all monies or valuable effects
in such banks, trust companies or other depositories as shall, from time to time, be selected by or
under authority granted by the Board of Directors; he or she shall be custodian of the financial
records of the Corporation and shall keep or cause to be kept full and accurate records of all receipts
and disbursements of the Corporation and shall render to the Chairman of the Board, the Chief
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Executive Officer and the Board of Directors, whenever requested, an account of the financial
condition of the Corporation; and he or she shall perform such other duties as may be assigned by
Section 7. The Secretary. The Secretary shall keep the minutes of all meetings of the
Board of Directors and the minutes of all meetings of committees in boolcs provided for that
purpose; the Secretary shall attend to the giving or serving of all notices of the Corporation; the
Secretary shall have custody of the corporate seal of the Corporation and shall affix the same to
such documents and other papers as the Board of Directors, or the Chief Executive Officer shall
authorize and direct; he or she shall have charge of such other books and papers as the Board of
Directors or the Chief Executive Officer shall direct, all of which shall at all reasonable times be
open to the examination of any Director, upon application, at the office of the Corporation during
business hours; and he or she shall also, have such other powers and shall perform such other duties
as may from time to time be assigned by these Bylaws, the Board of Directors, or the Chief
Executive Officer.
Section 8. Additional Officers. The Chief Executive Officer may from time to time
appoint such other officers (who may but need not be Directors), as he or she may deem advisable,
and such officers shall have such titles and such authority and shall perform such duties as may
from time to time be assigned to them by the Board of Directors, the Chief Executive Officer, or
any other officer to whom the officer reports. Notwithstanding the foregoing, the Board of
Directors may also elect such other officers as the Board may deem advisable.
Section 9. Term. Officers shall serve for a term not exceeding three (3) years and
until their successors are elected and qualified, or until their earlier resignation, removal or death.
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ARTICLE IV
be entitled to receive reasonable compensation for his or her services as Chairman. All Directors
other than the Chairman shall not receive any compensation for their services as Directors. The
Board of Directors may, however, authorize reimbursement for all expenses incurred by any
Director in connection with the performance of services for the Corporation, including but not
limited to attendance at annual, regular, or special meetings of the Board of Directors of the
Corporation. Nothing contained herein shall preclude any Director from serving the Corporation
may be fixed from time to time by the Board of Directors, provided that such salaries and
compensation shall not be excessive in amount and shall be for services which are reasonable and
ARTICLE V
Arkansas Nonprofit Corporation Act of 1993 from time to time, no Director, officer, employee or
agent of the Corporation shall be personally liable for acts or omissions in providing services on
behalf of the Corporation. In the absence of fraud, bad faith, or willful or intentional conduct
outside their authorized duties, the officers and Directors of the Corporation shall not be personally
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Section 2. Indemnification. To the extent permitted by the Arkansas Nonprofit
Corporation Act of 1993, the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or
was a Director, officer, employee or agent of the Corporation, or is or was serving at the request
joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred in connection with such
action, suit, or proceeding, to the fifflest extent permitted by the Arkansas Nonprofit Corporation
Act of 1993. Such indemnification shall not be deemed exclusive of any other rights to which
such Director or officer may be entitled, under any bylaw, agreement, vote of the Board of
of the Corporation will be entitled to indemnification (and will reimburse the Corporation for any
prior advances in respect thereof) for any action found to involve fraud, bad faith, or willful or
intentional conduct outside the authorized duties of such Director, officer employee or agent.
the contrary notwithstanding, the Corporation shall in no event indemnify any person otherwise
ARTICLE VI
GENERAL PROVISIONS
authorize any officer or officers, agent or agents in the name, and on behalf, of the Corporation,
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and in the administration of any approved program, to make any grants or contributions or provide
provided in these Amended and Restated Bylaws, may prospectively or retroactively authorize any
officer or officers, agent or agents, in the name, and on behalf, of the Corporation, to enter into
any contract, or execute and deliver any instrument as may be necessary to carry out the purposes
of the Corporation. Any such authority may be general or confined to specific instances.
Section 3. Loans. The Board of Directors may authorize the Chief Executive Officer,
the Chief Financial Officer, or any other officer or agent of the Corporation to: (1) obtain loans
and advances at any time for the Corporation from any bank, trust company, firm, corporation,
individual or other institution; (ii) malce, execute, and deliver promissory notes, bonds, or other
certificates or evidences of indebtedness of the Corporation; and (iii) pledge and hypothecate, or
transfer any securities or other property of the Corporation as security for any such loans or
advances. Such authority conferred by the Board of Directors may be general or confuted to
specific instances. No loans shall be made by the corporation to any Director or officer thereof.
Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation, any
contribution, gift, bequest or devise, to be turned over to and used for the purposes of, the
Corporation.
Section 5. Investments. The Corporation shall have the right to retain all or any part
of any securities or property acquired by it in whatever manner, and to invest and reinvest any
funds held by it according to the judgment of the Board of Directors. The Board of Directors is
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restricted to the prudent investments which a Director is or may hereafter be permitted by law to
make.
Section 6. Voting of Securities Held by the Corporation. Stocks and other securities
owned by the Corporation shall be voted, in person or by proxy, as the Board of Directors may
specify. In the absence of any direction by the Board of Directors, such stocks and securities shall
Section 7. Books and Records. The boolcs and records of the Corporation shall be
kept at such place as may be necessary and convenient for the business of the Corporation. There
shall be kept at the principal office of the Corporation copies of (i) the articles of incorporation of
the Corporation and all amendments thereto, (ii) the bylaws of the Corporation and all amendments
thereto, and (iii) a list of the names and business addresses of the current directors and officers of
the Corporation.
Section 8. Depositories. The funds of the Corporation not otherwise employed shall
from time to time be deposited to the order of the Corporation in such banlcs, trust companies, or
other depositories as the Board of Directors may select, or as may be selected by any one (1) or
more officers or agents of the Corporation to whom such power may from time to time be delegated
Section 9. Signatories. All checics, drafts, and other orders for payment of money out
of the funds of the Corporation, and all notes and other evidences of indebtedness of the
Corporation, shall be signed on behalf of the Corporation in such manner as shall from time to
time be determined by the Board of Directors. In the absence of such determination by the Board
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of Directors, such instruments shall be signed by the Chief Financial Officer and countersigned by
Section 10. Annual Audit. The Board of Directors shall require that an annual audit
Section 11. Fiscal Year. The fiscal year of the corporation shall be determined by
Section 12. Corporate Seal. The Corporation may have a corporate seal with its name,
year of incorporation, and the words "Corporate Seal, Arkansas" inscribed thereon. The seal, if
any, shall be in the custody of the secretary and may be used by him or her, or any other officer so
authorized by the Board of Directors, by causing it, or a facsimile thereof, to be impressed, affixed,
or reproduced otherwise on any instrument or document as may be required by law, these Amended
and Restated Bylaws, the Board of Directors, the Chief Executive Officer, Chief Financial Officer,
Secretary, or any Assistant Secretary. The presence or absence of the seal on any instrtunent, or
its addition thereto, shall not affect the character, validity, or legal effect of the instrument in any
respect.
ARTICLE VII
AMENDMENTS
These Amended and Restated Bylaws, or any one (1) or more of the provisions thereof,
may be altered, amended, or repealed and new Bylaws adopted by a majority vote of the Directors
(in accordance with Article II, Section 16) then in office at a meeting of the Board of Directors
expressly called for that purpose. Notice of the intent to alter, amend, or repeal and adopt new
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ARTICLE VIII
Each of the provisions of these Amended and Restated Bylaws shall be subject to and
controlled by specific provisions of the Arkansas Nonprofit Corporation Act of 1993 or the
Articles of Incorporation which relate to their subject matter, and shall also be subject to any
exceptions or more specific provisions dealing with the subject matter appearing in these Amended
These Amended and Restated Bylaws are adopt:ed this 10th day of September, 2015.
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Bill, Hillary & Chelsea Clinton Foundation
A. Officers
Kevin Thurm
Acting Chief Executive Officer
1271 Avenue of Americas
New York, New York 10019
212-348-8882
Andrew Kessel
Chief Financial Officer
610 President Clinton Avenue
Little Rock, AR 72201
501-370-8000
Stephanie Streett
Secretary
1200 President Clinton Avenue
Little Rock, AR 72201
501-370-8000
Kevin Thurm
Acting Chief Executive Officer
1271 Avenue of Americas
New York, New York 10019
212-348-8882
Maura Pally
Senior Vice President Programs
1271 Avenue of Americas
New York, New York 10019
212-348-8882
Andrew Kessel
Chief Financial Officer
610 President Clinton Avenue
Little Rock, AR 72201
501-370-8000
Stephanie Streett
Executive Director
1200 President Clinton Avenue
Little Rock, AR 72201
501-370-8000
C. Directors
William J. Clinton
Chair *
1271 Avenue of the Americas
New York, NY 10020
212-348-8882
Chelsea V. Clinton
Vice Chair *
1271 Avenue of the Americas
New York, NY 10020
212-348-8882
Frank Giustra
Director *
1271 Avenue of the Americas
New York, NY 10020
212-348-8882
Hadeel Ibrahim
Director *
1271 Avenue of the Americas
New York, NY 10020
212-348-8882
Lisa Jackson
Director *
1271 Avenue of the Americas
New York, NY 10020
212-348-8882
Bruce R. Lindsey
Director
1200 President Clinton Avenue
Little Rock, AR 72201
501-370-8000
Cheryl Mills
Director *
1271 Avenue of the Americas
New York, NY 10020
212-348-8882
Cheryl Saban
Direct9r *
1271 Avenue of the Americas
New York, NY 10020
212-348-8882
Donna E. Shalala
Director *
1271 Avenue of Americas
New York, New York 10019
212-348-8882
* Not salaried
Bill, Hillary & Chelsea Clinton Foundation
2011JUN 27 PM I: 15