ARTICLE II
 DESIGNATING AGENCIES
 

1. ELIGIBILITY - A recognized learned society, learned journal, university or college, department, institute, center, journal or association of economists or other social scientists with a bonafide interest in the purposes of the Corporation may become an entity entitled to designate Board member(s) by meeting any applicable requirements as determined by the Board of the Corporation as it is then constituted. All designating agencies shall be assigned to a classification as defined in Section 2 of this Article. Only organizations of the type described above and not individual persons may designate Board members. Those organizations named in the organizing minutes of the Corporation shall be designating agencies of the Corporation upon filing their consent to membership with the Corporation, paying any applicable fees, and designating a Board Member or Members as the case may be. Any other organization of a type described above that agrees with the aims, purposes and functions of the Corporation, and is willing to support it financially and participate actively (including keeping the Corporation office informed of its activities), and work cooperatively with other designating agencies, may petition the Corporation to become a designating agency. However, such entities shall only be permitted to become a designating agency upon a majority vote of the Board of Directors of the Corporation as it is then constituted.

2. CLASSES OF DESIGNATING AGENCIES - The Corporation shall have two classes of designating agencies. These classes shall be called constituent and affiliated classes. These classifications shall be defined as follows:

(a) Any organized association or learned society of economists or other social scientists that agrees with the aims, purposes and functions of the Corporation and that is willing to support it financially, to work cooperatively with the Corporation and to participate actively in Corporate functions shall be eligible to become a constituent class member.

(b) Learned journals, institutes, and departments in institutions of higher education are eligible to become affiliated class members of the Corporation.

3. CONSIDERATION - The Corporate Board may from time- to-time determine by resolution what dues, assessments, fees, or other consideration will be required by the Corporation as a condition of being a designating agency. All such agencies shall be notified of said requirements and upon receipt of such notification shall be deemed to have consented to such requirements. Fee schedules may be determined on the basis of factors determined by the Board of Directors and need not be equal for all classes of agencies or organizations within one class. Any designating agency that does not agree to a change in dues, assessments, fees, or other conditions has the opportunity to withdraw as a designating agency without incurring any obligation to ICARE for payments of the board's assessment.

4. OBSERVERS - An entity that is otherwise eligible to be a designating agency but has not paid applicable fees may apply to the Board to permit it to appoint a non-voting observer to meetings of the Board and other Corporate meetings. Such non-voting observer shall not be entitled to participate in corporate decisions, either in discussion or by vote. The Board shall decide whether or not to permit the appointment of each such observer on the same basis and using the same procedure as those used for the selection of a designating agency.

5. DESIGNATING GROUP - The Executive-Secretary of the Corporation shall keep a current and up-to-date agency roll including, but not limited to each participating agency's name, class, if any, address and telephone number. Designating Agencies may change their designated Board Member(s) by resolution of their governing body and then giving notice of such action to the Corporation's Executive-Secretary. Designating agencies may also request permission to have non-voting observers attend meetings in addition to designating Board members.

6. NUMBER OF DIRECTORS DESIGNATED - Constituent class members may appoint from one to three directors to the Corporation depending upon size and fee criterion as set from time to time by the Board. Each affiliated class member shall appoint one Board member.
 

ARTICLE III
DIRECTORS

1. DESIGNATION - The initial Board of Directors shall be appointed by the Incorporators and shall serve until Board members are designated. The Board of Directors shall thereafter be composed of those Directors designated by Designating Agencies as described above. Additionally, the Chairperson and Executive-Secretary shall be Directors by virtue of their office.

2. ASSUMPTION OF OFFICE - (a) Directors shall become directors and assume their office at the time they are designated by the agency designating them. The Chairperson and Executive-Secretary shall assume Directors positions when appointed to office.

3. NUMBER - The Board shall consist of as many Directors as are constituted by those persons designated in accordance with Section 1 of this Article.

4. TERM - (a) Each Director shall serve in office until the agency designating him or her either removes him or her or ceases to be qualified as a designating agency.

(b) The chairman and general secretary are elected for a period of three years. Reelection to a second term of three years is possible.

5. RESIGNATION OF DIRECTORS - (a) A Director may resign at anytime by delivering written notice to the Board of Directors, to the Chairperson, to the Corporation, and to the designating agency.

(b) A resignation is effective when the notice is delivered to the Corporation unless the notice specifies a later effective date. If a resignation is made effective at a later date, the designating agency may fill the pending vacancy before the effective date if such designation provides that the successor does not take office until the effective date.

6. REMOVAL OF DIRECTORS - (a) Each designating agency may remove the Director it has designated with or without cause. Each Director shall serve at the pleasure of his or her designating agency.

(b) A Director serving solely by virtue of office shall be removed at expiration of his or her service as a corporate officer.

(c) A Director may not otherwise be removed.

7. REGULAR AND SPECIAL MEETINGS - (a) The time and place of a regular Directors' meeting shall be fixed by the Board. The Board shall have at least one meeting annually. All other meetings of the Directors are special meetings.

(b) The Board of Directors may hold regular or special meetings in or out of this state. Special meetings of the Board of Directors may be called by the Chairperson, or any two (2) Directors. The Chairperson shall preside at board meetings.

(c) The Board may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.

8. ACTION WITHOUT MEETING - (a) Unless the Charter or Bylaws provide otherwise, action required or permitted to be taken at a Board of Directors' meeting may be taken by agreement without a meeting. If all Directors consent to taking such action without a meeting, the affirmative vote of the number of Directors that would be necessary to authorize or take such action at a meeting will constitute an act of the Board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each Director, and included in the minutes filed with the Corporate records reflecting the action taken.

(b) Action taken under this section has the effect of a meeting vote and may be described as such in any document.

9. NOTICE OF MEETINGS - (a) Regular meetings of the Board may be held with annual notice.

(b) Special meetings of the board must be preceded by at least two (2) weeks' notice to each Director of the date, time and place, but need not state the purpose of the meeting.

(c) Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed one (1) month in any one (1) adjournment.

10. WAIVER OF NOTICE - (a) A Director may waive any required notice before or after the date and time stated in the notice. Except as provided in subsection (b), the waiver must be in writing, signed by the Director entitled to the notice, and filed with the minutes in the Corporate records.

(b) A Director's attendance at or participation in a meeting waives any required notice of the meeting unless the Director at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

11. QUORUM AND VOTING - (a) Except as otherwise provided, a quorum of a Board of Directors consists of a majority of the Directors in office immediately before a meeting begins. When a quorum is once present to organize a meeting, a meeting may be later adjourned despite the absence of a quorum caused by the subsequent withdrawal of any of those present.

(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of Directors present is the act of the Board, unless greater vote is otherwise required.

(c) A Director who is present at a meeting of the Board of Directors when Corporate action is taken is deemed to have assented to the action taken unless;

(1) The Director objects at the beginning of the meeting or promptly upon arrival to holding it or transacting business at the meeting and such objection is recorded in the minutes; or,

(2) The Director's dissent or abstention from the action taken is entered in the minutes of the meeting; or

(3) The Director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken.

12. COMMITTEES - (a) The Board of Directors may create one (1) or more committees of the Board. A committee may consist of one (1) or more natural persons. Members of committees of the Board of Directors may be members of the Board of Directors, or other natural persons, and they shall serve at the pleasure of the Board of Directors.

(b) The rules herein which govern meetings, action without meetings, notice and waiver of notice and quorum and voting requirements of the Board apply to committees of the Board and their members as well.

(c) To the extent specified by the Board of Directors each committee of the Board may exercise the Board's authority.

(d) A committee may not, however:

(1) Authorize distributions of Corporate assets;

(2) Approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the Corporation's assets;

(3) Elect, or appoint Directors or fill vacancies on the Board or on any of its committees; or

(4) Adopt, amend, or repeal the charter or Bylaws.

(e) The creation of, delegation of authority to, or action by a committee does not necessarily constitute compliance by a Director with the standards of conduct described hereafter.

13. GENERAL STANDARDS FOR DIRECTORS - (a) A Director shall discharge the duties of a Director, including those duties as a member of a committee:

(1) In good faith;

(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(3) In a manner the Director reasonably believes to be in the best interests of the Corporation.

(b) In the discharge of duties, a Director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(1) One (1) or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented.

(2) Legal counsel, public accountants, or other persons as to matters the Director reasonably believes are within the person's professional or expert competence; or

(3) A Committee of the Board of Directors of which the Director is not a member, as to matters within its jurisdiction, if the Director reasonably believes the committee merits confidence.

(c) A Director is not acting in good faith if in possession of knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.

(d) A Director is not liable for any action taken as a Director or any failure to take action, if the duties of office were performed in compliance with this Article, or if otherwise immune from suit under provisions of Tennessee Code Annotated §48-58-601.

(e) A Director shall not be deemed to be a trustee with respect to the Corporation or with respect to any property held or administered by the Corporation, including without limitation property that may be subject to restrictions imposed by the donor or transferor of such property.

14. CONFLICTS OF INTEREST - A conflict of interest transaction is a transaction with the Corporation in which a Director or officer of the Corporation has a direct or indirect interest. A conflict of interest transaction is not voidable as the basis for imposing liability on the Director or officer if the transaction was fair at the time it was entered into or is approved as provided in subsection (b) or (c).

(b) A transaction in which a Director or officer of a Corporation has a conflict of interest may be approved if:

(1) The material facts of the transaction and the Director's or officer's interest were disclosed or known to the Board of Directors or a committee consisting entirely of members of the Board of Directors and the Board of Directors or such committee authorized, approves, or ratifies the transaction;

(2) The material facts of the transaction and the Director's or officer's interest were disclosed or known to the members of the Corporation and they authorize, approve, or ratify the transaction. The material fact that each Director represents the interests of the agency that designated him or her shall be deemed to be known, approved, and ratified by all of the Directors of the Corporation, and no conflict of interest shall be deemed to have occurred from a Director acting consistent therewith; or

(3) Approval is obtained from:

(i) The State Attorney General; or

(ii) A court of record having equity jurisdiction in an action in which the State Attorney General is joined as party.

(c) For the purposes of this section, a Director or officer of the Corporation has an indirect interest in a transaction if, but not only if:

(1) Another entity in which the Director or officer has a material interest or in which the Director or officer is a general partner is a party to the transaction; or

(2) Another entity of which the Director or officer is a Director, officer, or trustee is a party to the transaction.

(d) For purposes of subsection (b) a conflict of interest transaction is authorized, approved, or ratified, if it receives the affirmative vote of a majority of the Directors on the Board or on the committee consisting entirely of members of the Board of Directors, who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single Director. If a majority of the Directors on the Board who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or vote cast by, a Director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subdivision (b)(1) if the transaction is otherwise approved as provided in subsection (b).

(e) For purposes of subdivision (b)(2), a conflict of interest transaction is authorized, approved, or ratified by the members if it receives a majority of the votes entitled to be counted under this subsection. Votes cast by or voted under the control of a Director who has a direct or indirect interest in the transaction may not be counted in a vote of members to determine whether to authorize, approve, or ratify a conflict of interest transaction under subsection (b)(2). The vote of these members, however, is counted in determining whether the transaction is approved as otherwise may be provided by law. A majority of the voting power, whether or not present, that is entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.

(f) An officer serving as a Director solely by virtue of his or her office shall be deemed to have a conflict and may not vote on matters relating to the appointment or removal of officers.

(g) A resolution of the Board may impose additional requirements on conflict of interest transactions.

15. LOANS TO OR GUARANTEES FOR DIRECTORS AND OFFICERS -

The Corporation may not lend money to or guarantee the obligations of a Director or officer of the Corporation.

16. LIABILITY FOR UNLAWFUL DISTRIBUTIONS - (a) Unless a Director complies with the applicable standards of conduct described in Section 14 herein, a Director who votes for or assents to a distribution made in violation of law is personally liable to the Corporation for the amount of the distribution that exceeds what could have been distributed without violating said law.

(b) A Director held liable for an unlawful distribution under subsection (a) is entitled to contribution:

(1) From every other Director who voted for or assented to the distribution without complying with the applicable standards of conduct described in Section 14 herein; and

(2) From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of law.