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BY-LAWS
Article 1
Name and Organization
Section 1.01

Name: The name of this nonprofit corporation shall be Interfaith Center for Peace andJustice.

Section 1.02

Organization: Members shall elect a Board of Directors to carry out specific functions
and duties as outlined hereinafter. The Board shall elect, from among its members, aPresident, a First and a Second Vice-President, a Secretary, and a Treasurer, who shall
together constitute an Executive Committee. The Executive Committee shall carry out
routine affairs and make interim decisions during periods when the Board does notmeet. It may make recommendations for action to the Board and/or the membership.
Article 2
Purpose and Goals

Section 2.01

Goals: This nonprofit corporation shall work to achieve the following goals: to educate
others on issues of peace; to promote dialogue among people, churches, and localgroups on ways to preserve and enhance life; and to find avenues for an effective
nonviolent peacemaking as families, communities, and as a nation.

Section 2.02

General Purpose: This nonprofit corporation is organized exclusively for charitable,
religious, educational, and scientific purposes, including for such purposes as themaking of distributions to organizations that qualify as exempt organizations under
section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provisionof any future United States Internal Revenue Law.

Section 2.03

Limits: No part of the net earnings of the nonprofit corporation shall inure to the benefitof, or be distributed to its members, officers, or other private persons except that thenonprofit corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions infurtherance of the purposes set forth as above. No substantial part of the activities of
the nonprofit corporation shall be the carrying on of propaganda, or otherwise
attempting to influence legislation, and the nonprofit corporation shall not participate in,
or intervene in (including the publishing or distribution of statements) any political
campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these articles, this nonprofit corporation shallnot, except to an insubstantial degree, engage in any activities or exercise any powersthat are not in furtherance of the purposes of the nonprofit corporation.
Upon dissolution of the corporation, the Executive Committee, after paying or making
provision for the payment of all liabilities of the organization, shall dispose of any
remaining assets only in ways that will serve those purposes which are set forth inthese by-laws (abiding by those limits which were previously stated), or to suchorganizations which are formed and operated exclusively for charitable, educational,
religious or scientific purposes and shall at the time qualify as exempt organizations
under 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision ofany future United States Internal Revenue Law.
Article 3Members

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Section 3.01

Members: A person shall be considered a member of this corporation if he or she
contributes to the corporation or does volunteer work for the corporation.
Article 4
Meetings of Members

Section 4.01

Regular Meetings: Members shall conduct regular meetings from time to time, but noless frequently than once per year. Members shall hold an annual meeting during
which they shall elect a Board of Directors. A meeting shall be called by the Secretary
if at least ten members request a meeting. Members shall be notified by publication orin writing at least two weeks before any meeting.

Section 4.02

Organization, Quorum and Voting: At all meetings, the President, or in his/her absence,
the First or the Second Vice-President, shall chair the meeting. Ten members present
shall constitute a quorum. Each member who is present shall have only one vote on
matters brought before the meeting. There shall be no vote by proxy.

Section 4.03

Nominations: Individuals may be nominated to serve on the Board of Directors by anominating committee or by members who are present during the annual meeting. A
member may nominate any other member to serve on the Board. A member need not
be present at the annual meeting in order to be elected to the Board of Directors. If anindividual who is elected is not present during the annual meeting, he or she may
decline to serve. Election to the Board of Directors shall be by a majority of thosepresent.
Article 5
Board of Directors

Section 5.01

Powers: All major affairs of the nonprofit corporation shall be managed and controlled
by a Board of Directors, vested with appropriate powers to exercise these functions.

Section 5.02

Directors’ Responsibilities Concerning Employees: The powers of the Board include thepower to employ person(s) to serve the nonprofit corporation in such capacities as are
deemed necessary. Any employee(s) shall be accountable to the Board of Directors.
Under no circumstances shall any person be employed by the nonprofit corporation if
he/she is serving as a Member of the Board of Directors.

Section 5.03

Personnel Policy: The Board of Directors shall formulate and publish a personnel
policy, which shall govern the employment, compensation, and removal of such
employee(s) as the corporation may employ.

Section 5.04

Number of Directors: The number of directors constituting the Board of Directors shallbe thirteen to fifteen.

Section 5.05

Youth Director: The Board may appoint a Youth Director, who shall have voting
privileges and shall serve for a one year term.

Section 5.06

Term of Office: Directors other than the Youth Director shall be elected by members toserve a three year term of office. However, at the first election one-third of the directors
shall be elected for three year terms, one-third of the directors shall be elected for twoyear terms, and one-third of the directors shall be elected for one year terms.

Section 5.07

Vacancies: Vacancies on the Board that occur between annual meetings may be filled
by a majority vote of the Board. The term of any Board member appointed to fill avacancy will extend to the next annual meeting.

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Section 5.08

Voting: Each director shall have only one vote on matters coming before the Board.
Votes shall be taken at regular Board meetings except in extraordinary circumstances,when a vote may be taken by electronic means.

Section 5.09

Removal: Any director missing three consecutive meetings of the Board of Directors,
without reasonable notice or cause, will be considered inactive and may be removed
from his/her seat on the Board by a vote of the Board.

Section 5.10

Regular Meetings: The Board of Directors shall meet regularly, ordinarily monthly, but
no less frequently than once every three months. Directors shall be informed inadvance by the Executive Committee of all important business which shall come before
the Board.

Section 5.11

Quorum: A quorum shall consist of seven directors. A majority vote of all directors (notjust a majority vote of those present) shall be necessary to remove officers, employees,or Board members.

Section 5.12

Emeritus Directors: The Board may appoint from time to time Emeritus Directors, whohave performed extraordinary service to the nonprofit corporation. These Directors
shall be invited to Board meetings, but shall not have voting privileges or count toward
a quorum. Emeritus Directors are appointed for life.

Section 5.13

Annual Reports: An annual report shall be presented by the Board of Directors tomembers of the corporation at the annual meeting. Members shall be informed of any
important decisions of the Board, including, but not limited to: finances, projects,policies, peace issues, growth in membership, problems facing the corporation,changes in by-laws or procedures, accomplishment of educational or other goals,
money raising ideas and activities, etc. Members shall have the right to be informed on
all matters concerning the corporation.
Article 6
Committees

Section 6.01

Committees: Committees, other than the Executive Committee, shall be appointed asnecessary by the Board of Directors. Committee members need not be Directors. AllCommittees shall report their work to the Board at Board meetings.
Article 7Officers

Section 7.01

Titles and Qualifications: The officers of the non-profit corporation shall include aPresident, a First and a Second Vice-President, a Secretary, a Treasurer, and suchother officers as may be needed. The officers shall have the powers and perform theduties set forth herein. The President, Secretary, and Treasurer may not hold two ormore offices at the same time. Any other officer(s) may hold two or more offices
concurrently.

Section 7.02

Election and Term of Office: The officers shall be part of the Executive Committee andshall be elected by the Board. Officers shall serve one year terms.

Section 7.03

Resignations: Any officer may resign his/her position provided that he/she notifies theBoard of Directors of his/her intention to resign.

Section 7.04

Removal: An officer may be removed at any time if a majority of all directors vote forthe removal.

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Section 7.05

Vacancies: Vacancies may be filled by a special election of the Board of Directors.

Section 7.06

The President: The President shall be the chief executive officer of the nonprofit
corporation and, subject to the control of the Board of Directors, shall have generalsupervision, direction and control of the business of the nonprofit corporation. In
addition to all of the general powers and duties of management usually vested in theoffice of President of a nonprofit corporation, not inconsistent with these by-laws, thePresident shall have the following duties:a) The duty to preside at all meetings of the membership of the nonprofitcorporation;b) The duty to participate as an ex-officio member of all committees;c) The duty to sign all records and documents whereunto his/her signatureshall be lawfully required.

Section 7.07

The Vice-Presidents: The First Vice-President, in the absence of the President, shallassume all of the powers assigned to the President in Section 7.06. The Second VicePresident shall serve in the absence of the President and First Vice-President and shallbe responsible for identifying and recruiting potential members of the Board. The VicePresidents shall have such other powers and duties not inconsistent with these by-laws
as may be assigned to them from time to time by the President or Board of Directors.

Section 7.08

The Secretary: The Secretary shall keep records of the minutes of all meetings of themembership of the corporation, the Board of Directors, and all committees of thecorporation. The Secretary shall see that all notices are given in accordance with theseby-laws; shall keep an up-to-date list of members of the corporation; and shall perform
all other duties not inconsistent with these by-laws.

Section 7.09

The Treasurer: The Treasurer shall be bonded, at the option of the Board of Directors,
in an amount established by the Board of Directors. The Treasurer shall have charge
and custody of and be responsible for all funds and securities of the non-profit
corporation and shall:a) Have care of, receive, and give receipts for, monies dues and payable to thecorporation;b) Deposit all monies in the name of the nonprofit corporation into designatedbanks, trust companies, or other financial institutions;c) Keep the books and accounts of the corporation;d) Make periodic financial reports and be generally accountable to the Board ofDirectors.

Section 7.10Records: The records of the nonprofit corporation shall be kept by the Secretary andshall be open to inspection by members at any time. Members shall be encouraged toavail themselves of this opportunity. Past records shall be deposited by the Secretaryfrom time to time in the Archives of the Gettysburg College Library in accordance withthe corporation’s Document Retention and Archive Policy.
Article 8Compensation of Directors and Officers

Section 8.01

Compensation of Directors and Officers: The directors and officers of the nonprofit
corporation shall serve as such without salary, but the Board of Directors may authorizethe payment by the nonprofit corporation of reasonable expenses incurred by thedirectors in the performance of their duties and of reasonable compensation for specialservices rendered by any director.
Article 9Page 5!

Amendment of By-Laws
Section 9.01

Amendment of By-Laws: These by-laws shall be amended only by two-thirds vote of all
members at a meeting specifically called for this purpose and adequately advertised.
All members shall be given at least two weeks’ notice of such meeting.
Article 10
Nondiscrimination

Section 10.01

Nondiscrimination: This nonprofit corporation shall not discriminate or account of race,creed, sex, religion, national origin, or for any other purpose or reason. The InterfaithCenter for Peace and Justice shall be open to all persons.
Article 11Director, Officer, and Member Liability

Section 11.01

Director, Officer, and Member Liability. No person who is now, or who later becomes,a director, officer or member shall be personally liable for any covenants, stipulations,promises, agreements and obligations of this nonprofit corporation, and no recourse
under or upon any covenants, obligations, stipulations, promises, and agreements
shall be had against any past, present or future director, officer, or member; and any
and all creditors of the nonprofit corporation shall look only to the assets of thenonprofit corporation for payment.

Adopted 1985; amended November 3, 1998; revised 2017 and approved as revised November 4, 2017.