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BYLAWS
OF
THE Lawrence D. Miles Value Foundation - Value Engineering | Value Analysis | Value Methodology | Function Analysis

Approved by Mail Ballot of the Board of Directors: July 19, 1984
Revised by Mail Ballot: January 20, 1985
Revised by vote: September 5, 1985
Revised by vote: April 22, 1990
Revised by vote: October 9, 1993
Revised by vote: April 24, 1994
Revised by vote: September 23, 1994
Updated by the Secretary as of February 19, 1996 to incorporate all revisions.
Revised by vote: June 8, 2003
Revised by vote: May 6, 2007
Revised by unanimous vote: October 9, 2010

Article I - Name
The name of the Corporation shall be: The Lawrence D. Miles Value Foundation - Value Engineering | Value Analysis | Value Methodology | Function Analysis, hereinafter referred to as the Miles Value Foundation or the MVF.

Article II - Objectives
The objectives of the MVF shall be:

  • To advance the state of the art and application of value methodology through planning, research and education.
  • To plan, develop and implement strategies for the introduction of value methodology into new areas of business, commerce and government.
  • To promote the scientific education of college or university students in the fields of value engineering, cost control, and life cycle costing.
  • To establish a constituency of individuals concerned with improving the value of goods and services for consumers through research, development and demonstration of value improvements.
  • To promote the general public awareness of the application of value methodology through MVF supported activities such as: publications, library centers, technology exchange, conferences, and studies.

Article III - Members

Section 1:
The membership in the MVF shall be open to individuals, corporations, and associations. Corporate and association members shall, however, be subject to approval of the Board of Directors.

Section 2:
The categories of membership shall be as follows with annual gift as determined by the Board:

    a. Individual member
    b. Contributing member
    c. Donor member
    d. Sustaining member
    e. Patron member
Section 3:
In addition to the categories set forth in section 2, above, there will be the following special categories of membership:
    a. Endowing members - those who pledge a single gift of $25,000 or more.
    b. Founding members - those who affiliate with the MVF within one year of its incorporation and pledge $500 or more for the first tax exempt year of the MVF's operation or, who are significant contributor's to the establishment of the MVF and are so recognized by the Board of Directors within the first year.
Section 4:
Directors, Trustees, and the Honorary Chairman shall be considered members during their term of office.

Article IV - Honorary Members
Qualifications and election requirements for Honorary Members shall be as determined by the Board of Directors.

Article V - Management

Section 1:
The MVF shall be governed by its Articles of Incorporation, by the laws under which it is incorporated, and by its Bylaws.

Section 2:
The affairs and business of the MVF shall be managed by a Board of Directors, hereinafter referred to as the Board, and an Executive Committee. The Board shall have full control of the activities of the MVF, subject to the limitations of its governing instruments. The Board shall have the power to regulate its own proceedings.

Article VI - Finances

Section 1:
It shall be the intent of the MVF to conduct its exempt activities as a nonprofit, private operating Foundation.
Section 2:
Business of the MVF is to be conducted so that it will not be liable for the taxes imposed by the following sections of the Internal Revenue Code:

    a. 4941 tax on self dealing
    b. 4942 tax on failure to distribute income
    c. 4943 tax on excess business holdings
    d. 4944 tax on jeopardizing investments
    e. 4945 tax on taxable expenditures

Section 3:

    a. Directors of the MVF shall serve without compensation.
    b. Directors of the MVF may be reimbursed out of pocket expenses as approved by the Board for the conduct of MVF business.

Section 4:
No loans shall be made by the MVF to its directors or officers. Directors who vote for or assent to the making of a loan to a director or officer, and any officer or officers participating in the making of such a loan, shall be jointly and severably liable to the MVF for the amount of such loan until the repayment thereof.

Section 5:

    a. All contributions to the MVF shall be received by and pooled in a common fund, except that any donor who is a substantial contributor has the right to designate annually the exempt purposes which are to receive the income attributable to the donor's contribution. A substantial contributor is any person who contributed or bequeathed an aggregate amount of $5000 or more to the MVF, provided the amount is more than 2 percent of the total contributions for the tax year.
    b. The Board may establish other funds as deemed necessary for the exempt purposes of the MVF.

Section 6:
Substantial contributors are disqualified from receiving any contracts, grants, or any other form of compensation from the MVF.

Section 7:
The MVF shall distribute substantially all its adjusted net income of the common fund, directly for the active conduct of its exempt activities, not later than the 15th day of the third month after the close of the tax year in which the income was realized by the fund.

Article VII - Directors

Section 1:
Qualifications of the constituency of the Board shall be as follows:

    a. The incumbent President of SAVE International, or the President's designated representative, shall serve as a Director of the MVF.
    b. No fewer than 25 percent of the Directors shall be Certified Value Specialists as specified by SAVE.
    c. No more than 30 percent of the Directors shall be substantial contributors in the current or previous year of nomination.
    d. One member of the Board shall, if available, be a corporate member of SAVE.
    e. One member of the Board shall be a Fellow of SAVE.
    f. Membership on the Board shall include representation from: construction, industry, management, government. and academia

Section 2:

    a. Directors shall serve for terms of three years. Approximately one third of the Directors shall be elected each year so that terms are staggered.
    b. The Board shall have power to adopt Bylaws of the MVF not inconsistent with the Articles of Incorporation or the laws of the District of Columbia.

Section 3: Not less than ninety days before each annual meeting of members, the Chairman of the Board shall appoint a Nominating Committee of three members who shall nominate candidates for Director for the next following election. Not less than sixty days before such annual meeting, the Nominating Committee shall deliver to the President the name of a candidate for each office of Director to be filled at the next following election, together with a certification by the Chairman of the Nominating Committee that each such candidate is qualified for the office of Director with assurance from each such candidate that if elected as a Director, the candidate will serve in such capacity. Other nominations of candidates for Director may be made by written petition signed by not less than fifty percent of the members, delivered to the President not less than sixty days before such annual meeting, containing a certification that each candidate so nominated is qualified for the office of Director, and accompanied by a written statement signed by each such candidate that if elected as Director, the candidate will serve in such capacity. The name of each duly nominated candidate shall be set forth on the ballot, and space shall be provided on the ballot for members to write in the names of, and vote for, other persons qualified for the office of Director.

Section 4:
Directors shall be elected by a vote of the members, by written ballot. The number of candidates for Director, within categories of eligibility as determined by the Nominating Committee, equal to the number of Directors to be elected, who receive the greatest number of votes shall be elected. Elections of Directors shall be conducted at the annual meeting of members by those present and voting.

Section 5:
Any vacancy occurring on the Board, including the office of Chairman, may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board.

Section 6:
A majority of the number of Directors, including substitutes, shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present, shall be the act of the Board.

Section 7:
After each annual meeting of members, the Board shall meet at the place of the annual meeting without notice, for the purpose of organization, appointment of an Executive Committee, the election of Officers and of the Chairman of the Board, and the transaction of other business. Other regular meetings of the Board may be held without notice at such times and places as a resolution of the Board may prescribe.

Section 8:
The Chairman of the Board shall be responsible for conducting meetings of the Board and for the formulation of policy, plans and programs of the MVF. The Chairman shall be responsible to see that the mandates of the Board are carried out. The Chairman shall be elected by a majority of the members of the Board to a one-year term.

Section 9:
One of the Directors elected for a three-year term shall be elected to the position of Executive Director of the MVF. The Executive Director shall report to the chairman and shall serve as the business manager for the conduct of MVF operations. The Executive Director's term shall be concurrent with the director's term.

Section 10:
The Vice President Operations shall assist the Chairman and shall assume the position of Chairman, should that office become vacant or the Chairman be absent. The Vice President Operations shall be nominated by the Chairman and be approved by a majority vote of the Board.

Section 11:
The Board shall meet at least two times yearly. They shall approve all policies, programs, salaries and budgets for expenditure of funds. They shall review achievements and report to the membership. They shall elect the Officers of the MVF.

Section 12:
The Secretary to the Board shall be appointed by the Chairman with the approval of a majority of the Board. The Secretary shall prepare Board meetings and Board reports and shall carry out duties as directed by the Board, or by the Chairman, incident to the functioning of the Board. The Secretary serves at the pleasure of the Chairman.

Section 13:
Should a Director be unable to attend any regular or special meetings of the Board, the Director may nominate a substitute as approved by the Chairman of the Board, who may act on the Director's behalf in any matter coming before the Board. No member of the Board, however, may serve as a substitute for another member of the Board and, no proxies will be allowed for any vote taken by the Board. Votes during the meeting, however, may be taken by telephone.

Article VIII - Executive Committee

Section 1:
The Executive Committee shall be composed of the Chairman of the Board, the Executive Director of the Board, and three Directors to be elected by the Board for one-year terms. The President and Treasurer shall serve on the Executive Committee as non voting members if not serving in the dual capacity as a Director of the MVF.

Section 2:
The Executive Committee shall have general supervision of the affairs of the MVF between meetings of the Board. It shall fix the hour and place of all meetings of the Board and shall approve expenditures and other actions of the MVF as directed by the Board. None of its acts shall conflict with actions taken by the Board.

Section 3:
A majority of the Executive Committee shall be the quorum of the Committee.

Section 4:
Meetings of the Executive Committee may be called by the Chairman with a minimum of 72 hours notice. Notice may be waived by consent of all members of the Executive Committee.

Article IX - Officers

Section 1:

    a. Officers of the MVF shall consist of a President, a Vice President Operations, a Vice President Education, a Secretary, and a Treasurer. The President shall be elected by a majority of the members of the Board to a three-year term. All other Officers shall be elected by a majority of the members of the Board and shall serve at the pleasure of the Board.
    b. Officers of the MVF shall serve as a non-voting member of the Board and may receive compensation unless filling a Director position on the Board at the time of appointment. In which case, the Officer shall serve without compensation.

Section 2:
The President shall direct all operations of the MVF. The President shall act as official spokesman and shall be responsible to carry out the mandates of the Board and the Executive Committee. The President shall prepare and submit policy, plans and budgets for Board approval.

Section 3:
The Vice President Operations shall counsel and advise the President and shall act on behalf of the President as the President may direct, and shall perform such other duties as conferred by the Board or the Executive Committee. The Vice President Operations shall manage the administration of the MVF, overseeing its business office operations, execution of contracts, and submittal of proposals for contracts and grants.

Section 4:
The Vice President Education shall be responsible for the planning, research and educational activities of the MVF for the exempt purpose established. The Vice President Education shall coordinate goals and objectives with SAVE International and MVF Board of Trustees.

Section 5:
The Secretary shall keep the minutes of all proceedings of the members, Board, and committees created by the Board. The Secretary shall attend to the giving and serving of all notices to the members and the Directors and other notices required by law, the Articles of Incorporation or the Bylaws of the MVF, or otherwise. The Secretary shall have responsibility for the proper maintenance of the records, books, papers, and files of the MVF, other than those in the charge and custody of the Treasurer.

Section 6:
The Treasurer shall be responsible for the collection of all revenues of the MVF, and the Treasurer shall have the custody of all funds, securities, evidence of indebtedness, and other personal property of the MVF. The Treasurer shall deposit the funds of the MVF in such bank or trust company as shall be designated by the Board. The Treasurer shall receive and give receipts and acquaintances for monies paid to the account of the MVF, and shall pay out of the funds on hand all bills, payrolls, and other just debts of the MVF, of whatever nature, upon maturity of the same. The Treasurer shall enter regularly in books of the MVF, to be kept by him for that purpose, full and accurate accounts of all monies received and paid out by him on account of the MVF. The Treasurer shall oversee and/or prepare, maintain, file and otherwise be responsible for all records, reports, statements, tax forms, papers, and actions whatsoever of a financial nature, required by law or the Articles of Incorporation or the Bylaws of the MVF.

Article X - Honorary Chairman
The Honorary Chairman shall represent the MVF officially and shall submit recommendations to the Board of Directors and shall counsel with the Officers and Directors. The Honorary Chairman shall serve as Chairman of the Board of Trustees, and shall be elected by a majority of the members of the Board of Directors for a term of three years. The Honorary Chairman shall nominate Honorary Members of the MVF for approval by the Board of Directors.

Article XI - Board of Trustees

Section 1:
The Board of Trustees be required to meet only at the pleasure of the MVF Board of Directors. Any Trustees is encouraged at any time to make recommendations concerning the policy and objectives of the MVF.

Section 2:
Trustees shall be eminent and distinguished scholars, managers, and professionals in many fields from both government and industry. In both their public and personal life, they must believe in the importance of value and endorse the objectives of the MVF and be willing to serve as a Trustee without compensation.

Section 3:
Trustees shall be sponsored by the Honorary Chairman and two other Directors for nomination to the Board of Trustees. Trustees shall be elected for a initial three year term by a 75 percent vote of the Board of Directors. Absent Directors may be polled by telephone to secure the required margin. Renewal for successive three year terms shall be by the approval of the Chairman and the consent of the Trustee to continue serving.

Article XII - Standing and Special Committees
Such committees, standing or special, or as may be deemed necessary for the work of the MVF shall be appointed by the President or by the Executive Committee. The President shall be an ex-officio member of all committees.

Article XIII - Meetings

Section 1:
The Annual Business meeting shall be held during the annual SAVE conference. Notice of the Annual Business meeting shall be sent to all members 30 days prior to the meeting. The annual report for the preceding calender year shall be available at the Annual Business meeting.

Section 2:
A Value Assembly or Forum shall be held each year in the city and location of the annual conference of SAVE International, on or about the scheduled dates of that conference. The Value Assembly will be open to all members of the MVF and concerned citizens for the purpose of hearing the long range planning and objectives of the MVF, receiving testimony and opinions concerning the programs of the MVF, and deliberating on the recommendations made by the Trustees. No advance notice of the meeting will be made except for its public announcement by SAVE International and procedures for scheduling those that wish to speak.

Section 3:
The Board shall meet regularly at least two times annually, the time and place to be set by the Executive Committee; and at special meetings at such other times as may be determined by the Executive Committee.

Section 4:
Other meetings of the MVF shall be established by the Board.

Section 5:
The Executive Committee shall establish its own meeting schedule, and meetings shall be called by the Chairman, or in the Chairman's absence, by the Executive Director.

Section 6:
Meetings of the MVF shall be governed by the current issue of Robert's Rules of Order, provided it is not inconsistent with these Bylaws, the Articles of Incorporation or other rules of the MVF.

Article XXIV - Amendments
These Bylaws and the Articles of Incorporation may be amended by a vote of two thirds of the members present at a regular or special meeting of the Board during the year following the signing of the Charter. Subsequently, they may be amended by a vote of two thirds of the members present at a regular or special meeting of the Board, provided notice of such proposed amendment was delivered by mail, by e-mail, or in person to each member of the Board not less than 15 days prior to the meeting at which the vote is taken. In the absence of a meeting, these Bylaws may be amended by a written ballot by a vote taken by mail, or by e-mail, consisting of two thirds vote of the entire membership of the Board.

Article XV - Other Provisions
Any other provision, not inconsistent with law, the Articles of Incorporation, or these Bylaws, shall be in accordance with Title 29, Chapter 10 of the District of Columbia Nonprofit Corporation Act, for regulation of the internal affairs of the MVF.

 

 

 


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