Article I - Name
The name of this organization shall be the Conference of Nongovernmental Organizations Foundation, Inc. (hereinafter referred to as the Foundation).

Article II - Purpose
The purpose of the Foundation is to support the goals and purposes of the Conference of Nongovernmental Organizations in Consultative Relationship with the United Nations (CONGO), which include:

1. to ensure that nongovernmental organizations (NGOs) in consultative status enjoy the fullest opportunities and all appropriate facilities for performing their consultative functions;
2. to foster cooperation and dialogue among all NGOs and with groupings of NGOs related to the UN system;
3. to provide a forum for the exchange of views on matters relating to the consultative process and on strengthening the relationship between NGOs and the United Nations, including the contributions which NGOs can make to promoting the principles, purposes, and effectiveness of the UN and its related agencies and programs;
4. to mobilize public opinion in support of the aims and principles of the United Nations, and to promote education about the UN with special emphasis on the contribution which NGOs make to its work; and
5. to convene meetings of NGOs for the exchange of views on matters of common interest.

Article III - Directors

1. Board of Directors. The affairs of the Foundation shall be managed by the Board of Directors. As used in these By-laws "entire Board of Directors" means the total number of directors entitled to vote that the Foundation would have if there were no vacancies.

2. Number of Directors. The number of directors constituting the entire Board of Directors shall be such number, not less than seven (7) and not more than thirteen (13), as the Board of Directors may from time to time determine, provided that no decrease in the number of directors shall shorten the term of any incumbent director.

3. Members of the Board of Directors. The original directors are named in the Foundation's Certificate of Incorporation. The succeeding directors shall be:
   1. The Chairperson of the Board of Directors shall be either the President of the Conference of Nongovernmental Organizations in Consultative Relationship with the United Nations (CONGO) or its First Vice-President, whichever person is resident in the United States. The non-resident person shall also be a member of the Board.
   2. The other members of the Board of Directors shall first be the other five (5) officers of CONGO, whose organizations have been elected at the immediately previous CONGO Board meeting following the CONGO General Assembly elections, and who are the United States-based representatives of the three (3) Vice-presidential organizations and of the Secretary and the Treasurer of CONGO, each to serve in his or her individual capacity.
   3. The other members of the Board of Directors shall be elected by the foregoing members/directors at the same meeting.

4. Election. Election of Foundation officers shall be at the annual meeting every third year which meeting shall follow the meeting of the CONGO Board held on or about February of the year, following the CONGO Board triennial election of officers of CONGO. The first such Foundation election shall follow the election of the CONGO President and members of the CONGO Board in the year 2000. Such meeting of the Foundation in the year 2001 shall follow the CONGO Board meeting in February.

5. Term of Office. Each director shall serve for a term of three years and until the close of election of directors at said triennial meeting and until his or her successor shall have been elected and qualified, or until his or her earlier death, resignation or removal. Directors may succeed themselves in office. Vacancies occurring for any reason may be filled by a majority of directors then in office, whether or not a quorum, until the next special or annual meeting of directors and until a successor is elected and qualified.

6. Resignation and Renewal. A director may resign at any time by giving written notice to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and acceptance of the resignation shall not be necessary to make it effective. A director may, at any time, be removed for cause.

7. Meetings. Annual and regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be held at any time and place upon call of the Chairperson or upon the written demand of not less than a majority of the entire Board of Directors. The Chairperson shall preside at all meetings of the Board of Directors. In his or her absence the Vice-Chairperson shall preside and if he or she cannot, the Chairperson may designate another member of the board to preside at any meeting from which they are absent.

8. Quorum. The presence in person, by means of a conference telephone and/or by proxy of at least a majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Participation by one or more members by means of a conference telephone or similar equipment allowing all persons participating in the meeting of the Board of Directors, or any committee thereof, to hear each other at the same time shall constitute presence at such meeting.

9. Adjourned Meetings. A majority of the directors present in person or proxy at a meeting, whether or not a quorum is present, may adjourn the meeting to another time and place. Notice of the time and place of the adjourned meeting shall be given to directors who were not present at the time of adjournment.

10. Action of the Board of Directors. The vote of a majority of the directors present in person or by proxy at the time of the vote, if a quorum is present, shall be the act of the Board of Directors, unless the action is one upon which a different vote is required by law or these By-Laws. Each director shall have one vote.

11. Action by Written Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the Board of Directors or the committee consent in writing to the adoption of a resolution authorizing such action. Such resolution and written consents thereto shall be filed with the minutes of the proceedings of the Board of Directors or the committee.

12. Notice. Notice of the time and place of every meeting of the Board of Directors shall be given by the Secretary by mailing, telefaxing, delivering or telephoning the same to each director at least five (5) and no more than twenty (20) days before the meeting.

13. Compensation of Directors. No compensation shall be paid to members of the Board of Directors, as such, for their services, but the Board of Directors may authorize reimbursement of expenses incurred by directors in the performance of their duties.

14. Annual Report of Directors. The Board of Directors shall present at each annual meeting its report which shall set forth the statements and shall be verified or certified in the manner prescribed by Section 519 of the Not For Profit Corporation Law. Such report shall be filed with the records of the Foundation and either a copy or abstract thereof entered in the minutes of the proceedings of such annual meeting.

Article IV - Officers

1. The Board of Directors at a meeting of its original directors and thereafter at its triennial meeting, as specified in Article III, Section 4, shall elect the following officers: Chairperson, Vice-Chairperson, Secretary, Treasurer, and such other officers as the Board of Directors may determine. Each officer shall serve for a term of three years and shall continue in office until close of election of officers at the next triennial meeting of the Board of Directors and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Each officer may succeed himself or herself in office, if elected. Vacancies occurring for any reason in any such offices may be filled by vote of the majority of directors then in office, until the next meeting of the Board of Directors and until a successor is elected and qualified.

2. Resignation and Removal. An officer may resign at any time by giving written notice to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and acceptance of the resignation shall not be necessary to make it effective. An officer may be removed for cause at any time by the Board of Directors.

3. Powers and Duties. The officers, agents and employees of the Foundation shall each have such powers and perform such duties in the management of the activities of the Foundation, subject to the control of the Board of Directors, as generally pertain to their respective offices and as provided in these By-Laws, as well as such powers and duties as may be authorized from time to time by the Board of Directors.

4. Chairperson. The Chairperson shall preside at all meetings of the Board of Directors. If the Chairperson is absent from any meeting of the Board of Directors or is unable for any reason to act, the Vice-Chairperson shall perform the duties of the Chairperson. The Chairperson, in addition to the Treasurer, shall be empowered to issue checks. Amounts under $2,000 require one signature. Amounts exceeding $2,000 require two signatures. Designated officers shall be empowered to issue checks upon written designation. Any sum above $2,000 for non-budgeted items must have the approval of the Executive Committee.

5. Vice-Chairperson. The Vice-Chairperson shall act in the absence of the Chairperson and shall perform such duties as the Chairperson shall assign.

6. Treasurer. The Treasurer shall supervise the handling of the Foundation's assets; collection of funds; keep records of monies received and disbursed; shall deposit all funds in a bank approved by the Board of Directors; shall issue funds upon written direction of the Board of Directors; shall prepare a budget for approval by the Board of Directors; shall render an accounting at each annual meeting of the Board of Directors and at the request of the Chairperson.

7. Secretary. The Secretary shall send notices of meetings, keep all minutes of the Board of Directors, notify officers and directors of their election and generally assist the operations of the Foundation as the Chairperson may determine.

8. Other Agents. The Board of Directors may appoint from time to time such other agents and employees as it shall deem appropriate, each of whom shall hold office at the pleasure of the Board of Directors, and shall have such authority and perform such duties and receive such compensation, if any, as the Board of Directors may determine.

9. Compensation. The Foundation may pay its officers and directors reimbursement for expenses incurred in the performance of their duties. It may pay its agents and employees compensation commensurate with their services. The amount of compensation shall be fixed by action of the Board of Directors.

Article V - Indemnification
The Foundation may indemnify any director or officer against any matter or course relating to or arising out of the performance of his or her duties in the manner and to the full extent provided by the law.

Article VI - Committees

1. Executive Committee. The Board of Directors may, by resolution adopted by a majority of the entire Board, create an Executive Committee, consisting of the Chairperson, Vice-Chairperson, Treasurer, and Secretary. The Executive Committee shall posses and exercise all of the delegable powers of the Board of Directors, subject to such restrictions as from time to time may be prescribed by the Board of Directors; provided that the Executive Committee shall not have the authority to:
   1. Fill vacancies in the Board of Directors or in any committee; or
   2. Amend or repeal these By-Laws or adopt any new By-Laws.
   The Chairperson shall preside at all meetings of the Executive Committee; in his or her absence, the Vice-Chairperson shall preside. The Chairperson may designate the Vice-Chairperson or another member of the Executive Committee in his or her absence. Three members of the Executive Committee may form a quorum for the transaction of business at any meeting of the Executive Committee. Participation by one or more members by means of a conference telephone or similar equipment allowing all persons participating in the meeting of the Executive Committee to hear each other at the same time shall constitute presence at such meeting.

2. Other Committees. The Board of Directors may from time to time establish such other committees as the activities of the Foundation may require, and delegate such authority to such committees as the Board of Directors may deem appropriate. Membership on such committees shall not be limited to directors of the Foundation.

3. Appointment and Procedure of Committees. Each member of a committee shall be appointed by the Board of Directors for a term determined by the Board and until the appointment and qualification of his or her successor. A majority of the members of each committee shall constitute a quorum for transaction of business by such committee. The Chairperson of each committee shall be designated by the Chairperson of the Board of Directors. Meetings of committees may be called from time to time by its Chairperson. Each committee shall keep records of its proceedings and report on the same, at designated intervals, to the Board of Directors.

Article VII - Amendments
These By-Laws may be amended or repealed in whole or in part by vote of a majority of the entire Board of Directors; provided that no proposed change in these By-Laws may be voted on at a meeting of the Board of Directors unless the notice of meeting sent to all directors 20 days in advance shall have stated the proposed change, including the text of the proposed amendment.

Article VIII - Books and Records
The Foundation shall keep at the office of the Foundation within the State of New York correct and complete books and records of account and shall keep minutes of the proceedings of the Board of Directors and/or any committee which the directors may appoint, and a list or record containing the names and addresses of all directors. Any of the foregoing books, minutes or lists or records may be in written form or in any other form capable of being converted into written from within a reasonable time.

Article IX - Fiscal Year
The fiscal year of the Foundation shall be fixed at the calendar year and shall be subject to change by the Board of Directors.

Article X - Dissolution
In the event of the dissolution of the CONGO Foundation, Inc., the Executive Committee, after the payment of all liabilities has been made, shall make assignments and disbursements of the remaining assets to such organizations as qualify under the Internal Revenue Code.