By-Laws and Conflict of Interest Policy

Bylaws and Conflict of Interest Policy of the North American Bundestag Network 

ARTICLE I. NAME OF ORGANIZATION 

The name of the corporation is North American Bundestag Network (hereafter NABN). ARTICLE II. PURPOSE 

Section 1. Nonprofit Purpose 

This corporation is organized exclusively for charitable, religious, educational, and scientific  purposes, including, for such purposes, the making of distributions to organizations that qualify as  exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding  section of any future federal tax code. 

Section 2. Specific Purpose 

The purpose of NABN is to further the educational and cultural mission of the Internationales  Parlaments-Stipendium (IPS), a fellowship awarded yearly by the Deutscher Bundestag (German  Parliament). NABN aims to unite current and former US-American and Canadian recipients of the fellowship, as well as  to help strengthen transatlantic ties. NABN is fully independent of the Deutscher Bundestag (German  Parliament) and the IPS fellowship, and the Directors exercise full discretion and control over the  use of its funds.  

The IPS program, sponsored by the Deutscher Bundestag, Freie Universität Berlin, Humboldt Universität zu Berlin, and Technische Universität Berlin was started in 1986. The mission of the IPS  program is to build international cooperation and promote democracy. Specifically, the program  aims to: 

∙ Promote relations between Germany and the participating countries, including the United  States 

∙ Consolidate democratic values and tolerance 

∙ Deepen understanding of cultural diversity 

∙ Secure peaceful coexistence in the world 

NABN shares the mission of the IPS program to:
 

∙ Promote international cooperation and relations among the United States, Germany, and  other member countries of the program 

∙ Contribute to a transatlantic partnership on the basis of not only shares values, but also  shared interests 

∙ Foster a better understanding of cultural diversity by including a broader spectrum of  voices in the transatlantic dialogue 

The IPS program lasts a total of five months (March 1st to July 31st) and involves a number of special  events, seminars and a work placement with a Member of the German Parliament. At the start of  the program, participants receive an introduction to the local academic life from the three Berlin  universities, along with an insight into the parliamentary work from the Bundestag Administration.  The IPS program is organized under the rules and regulations of the German Parliament and is  overseen by the “WI4” department of the Bundestag Administration. The department WI4 is  accountable to a governing board made up of Members of the German Parliament from all parties  represented in Parliament.  

Should the American Bundestag Network in the future allow supporters of the IPS program in the  United States and Canada to make charitable donations that will further NABN’s mission, responsibility for the  proper use of the funds shall be exercised by the Directors of NABN and its Responsible Officers as  delineated below.  

The Directors of NABN may approve the use of its funds for purposes including but not limited to: 

∙ Hosting events in the United States, Canada, and Germany with a number of different partner organizations 

∙ Promoting the activities of North American IPS-Alumni  

ARTICLE III. MEMBERSHIP 

Section 1. Eligibility for Membership 

Any individual who participated as an American or Canadian recipient of the International Parliamentary  Scholarship or one of its predecessor internship programs in the German Bundestag, the Bundestag  Internship Program (BIP), and Internationales Parlaments-Praktikum (IPP) is automatically a  member of the NABN.  

Prior membership in good standing in NABN’s predecessor organizations, the Bundestag Internship  Program Alumni Association (BIPAA) and the American Bundestag Intern Network (ABIN),  transfers automatically to membership in good standing of NABN unless revoked under the BIPAA or  ABIN by-laws, or by procedures delineated below for members of NABN.  

Section 2. Loss of Membership 

Any member may willingly give up their membership by written notification to at least one member  of the Board of Directors.

ARTICLE IV. BOARD OF DIRECTORS 

Section 1. General Powers 

The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors  shall have control of and be responsible for the management of the affairs and property of the  Corporation. 

Section 2. Number, Tenure, Requirements, and Qualifications 

The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no  fewer than three (3) nor more than ten (10). 

In accordance with guidelines in effect at the time of incorporation in the local jurisdiction of  incorporation, there shall at all times be no fewer than three Directors serving as Responsible  Officers of the corporation. These shall ordinarily be the Chair and Treasurer and a third member to  be elected by a majority vote among duly-serving Directors. Responsible Officers shall serve as such  concurrently with their term as Director. They shall be subject to the same removal and re-election  guidelines as set forth in these by-laws as for their election as Directors.  

Each Director, with the exception of the New Alumni Delegate, shall hold office for a period of two  (2) years, unless they are removed, per section 12 of this Article. The New Alumni Delegate shall  hold office for a period of one (1) year, unless they are removed, per section 12 of this article. The Chair may serve no more than two (2) consecutive terms. They may be elected or appointed to other positions on the Board after serving two (2) consecutive terms as Chair, including during the term immediately following. A former Chair who has served two (2) consecutive terms is eligible for re-election (or appointment in case of vacancy) as Chair if at least one (1) full term has elapsed in which another individual served as Chair.

Each member of the Board of Directors shall attend all face-to-face and electronic board meetings,  unless a written apology for absence is received in advance by the Chair. 

Section 3. Regular and Annual Meetings 

An annual meeting of the Board of Directors shall be held in each calendar year at a date and  location designated by Chair. Regular meetings shall be held by resolution of the board. All  meetings may be held electronically in lieu of a physical meeting, at the discretion of the Chair. 

Section 4. Special Meetings 

Special meetings of the Board of Directors may be called by or at the request of the Chair or any  member of the Board of Directors.  

Section 5. Notice 

Notice of any special meeting of the Board of Directors shall be given at least two days in advance of  the meeting by telephone or electronic methods or by written notice. 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 regular 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 6. Quorum

The presence in person of a majority of current members of the Board of Directors shall be  necessary at any meeting to constitute a quorum to transact business, but a lesser number shall  have power to adjourn to a specified later date without notice. The act of a majority of the  members of the Board of 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 7. Forfeiture 

Any member of the Board of Directors who fails to fulfill any of their requirements as set forth in  this Article shall automatically forfeit their seat on the Board. The Chair shall notify the Director in  writing that their seat has been declared vacant, and the Board of Directors may immediately  proceed to fill the vacancy.  

Section 8. Vacancies 

Whenever any vacancy occurs in the Board of Directors, it shall be filled without undue delay by a  majority vote of the remaining members of the Board of Directors at a regular or special meeting.  Vacancies may be created and filled according to specific methods approved by the Board of  Directors. 

Section 9. Compensation 

Members of the Board of Directors shall not receive any compensation for their services as  Directors. 

Section 10. Informal Action by Directors 

Any action required by law to be taken at a meeting of the Directors, or any action which may be  taken at a meeting of Directors, may be taken without a meeting if consent in writing or by  electronic transmission, setting forth the action so taken, shall be signed by two-thirds of all of the  Directors following notice of the intended action to all members of the Board of Directors. (That is,  a vote taken by email outside of a meeting must be approved by a 2/3 majority rather than the  usual simple majority of the Board.)  

Section 11. Parliamentary Procedure 

Any question concerning parliamentary procedure at meetings shall be determined by the Chair by  reference to Robert’s Rules of Order. However, new business may be introduced, discussed, and  voted on at the same meeting by consent of a majority of board members present. 

Section 12. Removal. 

Any member of the Board of Directors may be removed with or without cause, at any time, by vote  of three-quarters of the members of the Board of Directors if in their judgment the best interest of  the association would be served thereby. Each member of the Board of Directors must receive  written notice of the proposed removal at least ten (10) days in advance of the proposed action. An  officer who has been removed as a member of the Board of Directors shall automatically be  removed from office.

Members of the Board of Directors who are removed for failure to meet the minimum requirements  in Section 2 of this Article in these by-laws automatically forfeit their positions on the Board  pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in this  section.

ARTICLE V. Directors 

The directors of this Board shall be the Chair, Vice-Chair, Secretary, Treasurer, and any Board  members at large named in accordance with these by-laws. The same person may hold more than  one office if no one is duly elected to the office(s) in question during regular elections. 

Section 1. Chair 

The Chair shall preside at all meetings of the board and have the following duties: 

  1. They shall preside at all meetings of the Board and the annual membership meeting. b. They shall have general and active management of the business of this Board. c. They shall see that all orders and resolutions of the Board are brought to the Board. d. They shall have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.
  2. They shall submit a report of the operations of the program for the fiscal year to the Board at their annual meeting, and from time to time, shall report to the Board all matters that may affect this program. 
  3. They shall be an Ex-officio member of all committees.

Section 2. Vice-Chair 

The Vice-Chair shall attend all meetings of the Board and all meetings of members. The Vice-Chair shall have the following duties: 

  1. They shall act as the assistant to the Chair and shall, in the absence of disability of the chair, be the presiding officer at Board and membership meetings.
  2. They shall in the event of a vacancy in the office of the chair, succeed to the office for the unexpired term.
  3. They may sign any documents as authorized by the Chair and shall act as liaison and advisor for committees, as appropriate, including oversight of said committees.
  4. They shall perform such other duties as may be assigned by the Chair or the Board.

Section 3. Secretary 

The Secretary shall attend all meetings of the Board and all meetings of members and will act as a  clerk thereof. In the absence of the Secretary, the Chair shall designate another board member to  conduct these duties. The Secretary shall have the following duties: 

  1. They shall record and make available all votes and minutes of all proceedings in an electronic document to be kept for that purpose. 
  2. They in concert with the Chair shall make the arrangements for all meetings of the Board. c. They shall send notices of all meetings to the members of the Board and shall take reservations for the meetings.
  3. They shall perform all official correspondence from the Board as may be prescribed by the Board or the Chair.
  4. They shall maintain an electronic archive of the association’s activities.
  5. They shall be the chief election officer, responsible for organizing biennial Board elections and annual New Alumni Delegate elections and certifying the results of these elections together with the Board Chair.  
  6. They shall perform such other duties as may be prescribed by the Board or the Chair under whose supervision they shall be.

Section 4. Treasurer 

The Treasurer’s duties shall be: 

  1. They shall maintain the association’s bank account and be responsible for selecting a bank and signing checks.
  2. They shall have oversight for all financial transactions, be aware of any outstanding bills or debts owed, and develop systems for managing cash flow.
  3. They shall present a complete and accurate report of the finances of the Corporation at each annual meeting or at any other time upon request to the Board.
  4. They shall assist in direct audits of the funds of the Corporation according to funding source guidelines and generally accepted accounting principles.
  5. They shall, upon request of the Chair or other Directors, select an external financial professional to perform internal audits of the stewardship of all NABN accounts under the Board’s legal oversight.  
  6. They shall perform such other duties as may be prescribed by the Board or the Chair under whose supervision they shall be.

Section 5. New Alumni Delegate 

The New Alumni Delegate’s duties shall be: 

  1. They shall update the unofficial NABN Publication, “The Rough Guide to IPS” to ensure its continued accuracy for future IPS classes.
  2. They shall work with the Vice President to encourage participation in NABN amongst the most recent IPS classes.
  3. They shall organize and promote local Stammtische for IPS alumni.
  4. They shall promote ongoing efforts to reconnect inactive alumni with the NABN.
    Section 6. Canadian Delegate

The Canadian Delegate’s duties shall be:

  1. They shall represent the interests of the Canadian alumni at Board meetings.
  2. They shall work with the Vice Chair to promote participation amongst the Canadian alumni.
  3. They shall organize and promote Stammtische or other events among the Canadian cohort.
  4. They shall support the recruitment of potential IPS recipients in Canada with the support of the Vice Chair and/or other members as the Board may appoint.


Section 7. Board Members at Large 

The board may elect, by majority vote, one or more members at large at its discretion. Any member  of the American Bundestag Network as per Article III is eligible to be nominated and elected. They shall perform such duties prescribed by the Board or the Chair under whose supervision they shall  be.  

Section 8. Election of Directors 

Elections will be held at the Board’s annual meeting or a special meeting in each even-numbered  year, with an online voting period for members who cannot attend in person. The regular election  date and online voting period shall be communicated to all members no fewer than thirty (thirty)  days prior to the chosen election date.  

A majority vote of the total number of members voting in person and online is required to elect a  new Board member and to appoint a Board member to a Director position.  

Any members may nominate themselves or be nominated for the Board by written notification to  the Secretary. The Secretary shall communicate to the members the final list of candidates for each  office no fewer than seven (7) days prior to the commencement of online voting.  

If a Director position becomes vacant for any reason, the procedure in Article IV, Section 8, shall apply. Any board member may subsequently be elected to a different office. 

Elected Directors shall assume office 14 days after having been duly elected.  

Section 9. Election of the New Alumni Delegate 

Section 7 of this article does not apply to the position of New Alumni Delegate.  

The New Alumni Delegate shall be elected by a majority vote from the most recent IPS class at the  end of each IPS year by all members of that class present at a meeting called specifically for that  purpose. The Secretary of the Board is responsible for overseeing and administering this election  process as they see fit. This includes delegation of election organization and supervision duties to  another member of the Board if the Secretary cannot physically be present at the election meeting.

Section 10. Election of the Candian Delegate

Only IPS recipients who participated in the program as members of the Canadian delegation are eligible for election as the Canadian Delegate. The Canadian Delegate shall be elected by a majority vote among the Canadian alumni. The timing and administration of the Canadian Delegate’s election are consistent with Section 7* of this article. In case of vacancy, the Board may appoint a member of the Canadian alumni by majority vote to serve the remainder of the current term in this role.

Section 11. Officers Emeriti 

The Board may create Emeritus Officers during a regular business meeting by a 2/3 majority vote  of all Directors present. Eligible for this honorific title are former Board officers having served a  minimum of four regular (4) terms in any office over any time period in NABN or BIPAA’s existence.  Emeritus Officersmay not serve as regular Board members nor as Responsible Officers of the  Corporation, but may serve in appointed roles as described in Article VI, Section 1, or ceremonial  roles as the Board may determine.  

Emeritus Officers must be notified of all Board meetings and are eligible to attend. They shall have a  voice but no vote in Board proceedings. Currently-serving Officers shall have precedence in  speaking on agenda items before the Board.  

The maximum number of Emeritus Officers shall at no time exceed five (5). The title will be  awarded at the highest officer level served. The names and a brief biography of Emeritus Officers  shall be publicized in NABN electronic media and in any publication or letterhead where regular  officers are listed.

Emeritus Officers may relinquish their title at any time via written notification to the Board, as well  as involuntarily lose this title as per Article IV, Section 12, Paragraph 1.  

ARTICLE VI. COMMITTEES 

Section 1. Committee Formation 

The board may create committees as needed. The board chair appoints all committee chairs and  committee members. At least one Director must serve on any committee.

ARTICLE VII. – Conflict of Interest and Compensation 

Section 1: Purpose 

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest  when it is contemplating entering into a transaction or arrangement that might benefit the private  interest of an officer or director of the Organization or might result in a possible excess benefit  transaction. This policy is intended to supplement but not replace any applicable state and federal  laws governing conflict of interest applicable to nonprofit and charitable organizations. 

Section 2: Definitions 

  1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated  powers, who has a direct or indirect financial interest, as defined below, is an interested  person. 

  1. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business,  investment, or family: 

  1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
  2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
  3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a

transaction or arrangement. 

Compensation includes direct and indirect remuneration as well as gifts or favors that are not  insubstantial. 

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may  have a conflict of interest only if the appropriate governing board or committee decides that a  conflict of interest exists. 

Section 3. Procedures 

  1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest  and all material facts, and after any discussion with the interested person, he/she shall  leave the governing board or committee meeting while the determination of a conflict of  interest is discussed and voted upon. The remaining board or committee members shall  decide if a conflict of interest exists. 
  2. Procedures for Addressing the Conflict of Interest
  3. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible  conflict of interest. 
  4. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 
  5. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a  conflict of interest. 
  6. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether  the transaction or arrangement is in the Organization’s best interest, for its own  benefit, and whether it is fair and reasonable. In conformity with the above  determination it shall make its decision as to whether to enter into the transaction  or arrangement. 
  7. Violations of the Conflicts of Interest Policy
  8. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the  alleged failure to disclose. 
  9. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take  appropriate disciplinary and corrective action. 

Section 4. Records of Proceedings 

The minutes of the governing board and all committees with board delegated powers shall contain: 

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present,  and the governing board’s or committee’s decision as to whether a conflict of interest in fact  existed. 
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with  the proceedings.
     

Section 5. Compensation 

  1. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. 
  2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. 
  3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to  any committee regarding compensation. 

ARTICLE VII. INDEMNIFICATION 

Section 1. General 

To the full extent authorized under the laws of the jurisdiction of incorporation, the corporation  shall indemnify any director, officer, employee, or agent, or former member, director, officer,  employee, or agent of the corporation, or any person who may have served at the corporation’s  request as a director or officer of another corporation (the “indemnitee”), against expenses actually  and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or  proceeding in which that indemnitee is made a party by reason of being or having been such  member, director, officer, employee, or agent, except in relation to matters as to which that  indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence  or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed  exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement,  resolution of the Board of Directors, or otherwise. 

Section 2. Expenses 

Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action,  suit, or proceeding may be paid by the corporation in advance of the final disposition of such action,  suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on  behalf of the indemnitee to repay such amount if it shall ultimately be determined that such  indemnitee is not entitled to be indemnified hereunder. 

Section 3. Insurance 

The corporation may purchase and maintain insurance on behalf of any person who is or was a  member, director, officer, employee, or agent against any liability asserted against such person and  incurred by such person in any such capacity or arising out of such person’s status as such, whether  or not the corporation would have the power or obligation to indemnify such person against such  liability under this Article. 

ARTICLE IX. BOOKS AND RECORDS

The corporation shall keep complete electronic records of account and minutes of the proceedings  of the Board of Directors. 

ARTICLE X. DISSOLUTION

The Board may dissolve the American Bundestag Network by a majority vote. In such a case, the Treasurer, and other Directors as the Chair may appoint, will form a committee to draft a proposal on how to distribute such assets as NABN may at that time have. All of the remaining assets and property of NABN shall, after paying and making provision for the payment of all of the liabilities and obligations of NABN  and for necessary expenses thereof, be distributed to such organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under 501(c)(3), or the corresponding section of any future federal tax code, with preference given to organizations which support transatlantic relations and/or international exchange. The committee will present its proposal in a timely manner to the Board, where it must be approved by majority vote. 

If a majority of the Board does not support the committee’s proposal or any subsequent revisions, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against NABN by one (1) or more of the Board of Directors which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the District of Columbia

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of District of Columbia to be added to the general fund.

ARTICLE XI. AMENDMENTS 

Section 1. Articles of Incorporation 

The Articles may be amended by majority vote at any regular or special meeting of the Board of  Directors. Written notice setting forth the proposed amendment or summary of the changes to be  effected thereby shall be given to each director within the time and the manner provided for the  giving of notice of meetings of directors. 

Section 2. Bylaws 

The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting.  Written notice setting forth the proposed amendment or summary of the changes to be effected  thereby shall be given to each director within the time and the manner provided for the giving of  notice of meetings of directors. 

ADOPTION OF BYLAWS 

We are all of the initial directors of this Corporation, and we consent to, and hereby do, adopt the  foregoing Bylaws as the Bylaws of this Corporation.  

ADOPTED AND APPROVED by the Board of Directors on this 2nd day of April , 2019

AMENDED by the Board of Directors on January 26, 2025

Conflict of Interest Statement Adopted by the Board on August 20, 2022:

NABN Conflict of Interest Policy