Amended and Restated Bylaws of The American National Red Cross

Reflects Board Actions through March 7, 2019

Amended and Restated

Bylaws of The American National Red Cross

Section 1 Statutory Authority; Defined Terms

Section 2 Board of Governors

Section 3 Committees of the Board of Governors

Section 4 Board-Appointed Committees, Advisory Councils, and Other

Bodies

Section 5 Officers

Section 6 Annual Meetings

Section 7 Membership

Section 8 Chapters

Section 9 Funds of the Corporation

Section 10 Indemnification

Section 11 Miscellaneous

Section 12 Emergency Bylaws

Reflects Board Actions through March 7, 2019

AMENDED AND RESTATED BYLAWS

THE AMERICAN NATIONAL RED CROSS

Section 1—Statutory Authority; Certain Defined Terms

1.1 Statutory Authority. These Amended and Restated Bylaws of The American National Red

Cross (the “Corporation”) have been adopted as the bylaws of The American National Red

Cross (the “Bylaws”) by the Board of Governors pursuant to authority conferred on the

Board of Governors by an Act of Congress approved January 5, 1905, as amended,

appearing at 36 U.S.C. § 300101 et seq. (the “Congressional Charter”).

1.2 Certain Defined Terms. Capitalized terms used but not otherwise defined herein shall have

the meaning set forth below:

(a) “Board” means the Board of Governors of the Corporation. Members of the Board

also are sometimes referred to in the Bylaws as governors.

(b) “Board Size Limitation” has the meaning set forth in Section 2.2.

(d) “Chairman” means the person appointed by the President of the United States to

serve as the Chairman of the Board pursuant to the Congressional Charter.

(e) “Chapter” means a local unit of the corporation, as referred to in the Congressional

Charter, which the Corporation has recognized as a Chapter and has authorized to

provide certain services and/or engage in certain activities in a particular territorial

jurisdiction in accordance with Section 8.2.

(f) “Congressional Charter” has the meaning set forth in Section 1.1.

(g) “Corporate Policies and Regulations” means the Congressional Charter, the

Bylaws, all actions, policies, regulations and resolutions of the Board, and all other

written directives, policies and regulations of the Chief Executive Officer, or his or

her designee. Each source of corporate authority occupies the order of precedence

in which it appears in the preceding sentence. Each prevails over inconsistent

provisions of subordinate sources.

(h) “Corporate Unit” has the meaning set forth in Section 2.3(a).

(i) “Corporation” has the meaning set forth in Section 1.1.

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(j) “Emergency” means an attack on the United States of America or on a locality in

which the Corporation conducts its business or customarily holds meetings of the

Board, any nuclear or atomic disaster, any catastrophe, any Presidentially declared

emergency, or other similar event, occurrence or condition, as a result of which a

quorum of the Board pursuant to Section 2.6(f) is not present at the first Board

meeting called in the manner provided in Section 12.4(a).

(k) “Entire Board” means the total number of members of the Board that the

Corporation would have if there were no vacancies.

(l) “Immediate family member” means and includes a person’s spouse, parents,

children (including adopted children), siblings, mothers and fathers-in-law, sons

and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic

employees) who shares such person’s home. When applying the look-back

provisions in Section 2.3, the Board need not consider individuals who are no

longer immediate family members as a result of legal separation or divorce, or those

who have died or become incapacitated.

(m) “Indemnitee’s Request” has the meaning set forth in Section 10.2(a).

(n) “Organizational Meeting” has the meaning set forth in Section 2.6(a).

(o) “Petition for Nomination” has the meaning set forth in Section 2.4(b)(iii).

(p) “Petition for Resolution” has the meaning set forth in Section 6.1(c)(ii)(B).

Section 2—Board of Governors

2.1 General Powers. The Board is the governing body of the Corporation with all powers of

governing and directing, and of overseeing the management and affairs of, the Corporation.

In furtherance and not in limitation of the foregoing, the Board shall, subject to any

limitations in the Congressional Charter or as may otherwise be provided by applicable

law, have the power, authority and responsibility to:

(a) review and approve the mission statement of the Corporation;

(b) approve and oversee the Corporation’s strategic plan and maintain strategic

oversight of operational matters;

chief executive officer and other officers of the Corporation, as well as other

employees of the Corporation who may be a “disqualified person” (as defined in

Section 4958 of the Internal Revenue Code of 1986, as amended);

(d) oversee succession planning for management;

(e) hold management accountable for performance;

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(f) oversee (i) the integrity of the financial statements of the Corporation, (ii) the

qualifications and independence of the Corporation’s independent auditors, (iii) the

performance of the Corporation’s independent auditors and internal audit function,

(iv) the processes by which the Corporation’s management assesses and manages

risk, and (v) the Corporation’s compliance with legal and regulatory requirements;

(g) review and approve the annual budget of the Corporation and provide oversight of

the financial stability of the Corporation;

(h) review and approve capital expenditures, acquisitions and divestitures and other

transactions that, as determined by the Board in its sole discretion, are significant

to the Corporation, in each case in accordance with policies that may be established

by the Board from time to time;

(i) assist in ensuring the inclusiveness and diversity of the Corporation;

(j) provide oversight of the protection of the brand of the Corporation;

(k) oversee fundraising on behalf of the Corporation;

(l) adopt standards applicable to members of the Board, in addition to specific

standards of independence;

(m) determine the duties and responsibilities to be performed by the Chief Executive

Officer;

(n) design a formal and transparent process for nominating members of the Board;

(o) monitor potential conflicts of interest of management and members of the Board;

(p) monitor through evaluations the effectiveness of the governance practices under

which the Board operates and make changes as needed; and

(q) exercise such other powers, authority and responsibilities as may be set forth in

these Bylaws or as may be otherwise determined by the Board.

2.2 Number. The Board shall fix by resolution from time to time the number of members

constituting the Entire Board, provided that, as required by the Congressional Charter,

there shall be no fewer than 12 and no more than 20 members constituting the Entire

Board (the “Board Size Limitation”).

2.3 Independence of Governors; Compensation; Code of Business Ethics and Conduct.

(a) General. Subject to Section 2.3(b), all members of the Board shall be persons

determined by the Board to be independent. In order to determine that a person is

independent pursuant to this Section 2.3, the Board shall make an affirmative

determination that a person has no material relationship with the Corporation, with

any Chapter, or with any consolidated subsidiary of the Corporation (each, a

“Corporate Unit”), and that the person is free of any other relationship (with a

Corporate Unit or otherwise) that would interfere with the exercise of independent

judgment of such person. In making this determination, the Board shall consider

all relevant facts and circumstances, including commercial, charitable, and familial

relationships that exist between the person and a Corporate Unit, or between entities

with which the person is affiliated and a Corporate Unit. All members of the Board

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shall provide to the Corporation all information requested to assist the Board in

making its determination. The Board may, from time to time, adopt categorical

standards to guide its determination of materiality. In addition, a person is not

independent for purposes of this Section 2.3 if:

(i) the person is, or has been within the last three years, an employee of a

Corporate Unit, or an immediate family member is, or has been within the

last three years, an officer of a Corporate Unit; provided, however, that

employment, on an interim basis, as chief executive officer or other officer

of a Corporate Unit shall not disqualify a person from being considered

independent following that employment;

(ii) the person has received, or has an immediate family member who has

received, within the last 12-month period any direct compensation from any

Corporate Unit; provided, however, that employment, on an interim basis,

as chief executive officer or other officer of a Corporate Unit shall not

disqualify a person from being considered independent following that

employment;

(iii) (A) the person or an immediate family member is a current partner of a firm

that is the Corporation’s external auditor; (B) the person is a current

employee of such a firm; (C) the person has an immediate family member

who is a current employee of such a firm and who participates in the firm’s

audit, assurance or tax compliance (but not tax planning) practice; or (D)

the person or an immediate family member was within the last three years

(but is no longer) a partner or employee of such a firm and personally

worked on the Corporation’s audit within that time;

(iv) the person or an immediate family member is, or has been within the last

three years, employed as an executive officer of another company where

any of the Corporation’s present officers serves or served on that company’s

compensation committee;

(v) the person is a current employee, or an immediate family member is a

current executive officer, of a company that has made payments to, or

received payments from, a Corporate Unit for property or services in an

amount which, in any of the last three fiscal years, exceeds the greater of $1

million, or 2% of such other company’s consolidated gross revenues, it

being understood that for purposes of this Section 2.3(a)(v), (A) both the

payments and the consolidated gross revenues to be measured shall be those

reported in the last completed fiscal year, (B) the look-back provision for

this test applies solely to the financial relationship between the Corporate

Unit and such person’s or immediate family member’s current employer

(i.e., former employment of such person or immediate family member need

not be considered for this Section 2.3(a)(v)), and (C) charitable

contributions to the Corporation or to any Corporate Unit shall not be

considered “payments”; or

(vi) such person is serving in any capacity with a Corporate Unit (other than as

a volunteer, except as a volunteer in a management or governance position).

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(b) Independence of each of Chairman and Chief Executive Officer. Service by a

person as the Chairman or as the Chief Executive Officer, or service by a person as

the Chairman and Chief Executive Officer, shall not disqualify such person from

serving as a member of the Board under Section 2.3(a) if the Board determines that

such person is otherwise independent for purposes of Section 2.3(a) without taking

into account such person’s service as the Chairman and/or the Chief Executive

Officer, in each case notwithstanding anything to the contrary in Section 2.3(a).

entitled to receive from the Corporation compensation for service on the Board, any

committee of the Board, any Board-appointed committee or body, or any advisory

council to the Board. Members of the Board shall be entitled to receive from the

Corporation reimbursement for the reasonable expenses, including reasonable

travel expenses, incurred by such governor in attending meetings of the Board,

meetings of committees of the Board of which such governor is a member, meetings

of Board-appointed committees or bodies of which such governor is a member,

meetings of advisory councils of the Board of which such governor is a member,

and such other events and activities at which attendance by such governor is

authorized by the Board or is otherwise consistent with the policies, procedures and

practices established by the Board from time to time. Reimbursement guidelines

for Board member expenses shall be approved and kept by the Secretary consistent

with Corporate Policies and Regulations.

(d) Code of Business Ethics and Conduct. All members of the Board shall meet the

standards of conduct set forth in the Red Cross’ Code of Business Ethics and

Conduct, and shall annually execute a Certification of Commitment to the Code of

Business Ethics and Conduct.

2.4 Appointment and Election.

(a) Chairman.

(i) General. The Board, in accordance with the procedures provided in this

Section 2.4(a), shall recommend to the President of the United States an

individual to serve as Chairman. If such recommendation is approved by

the President of the United States, the President shall appoint such

individual to serve as Chairman. The Chairman shall be a member of the

Board.

(ii) Recommendations to Fill a Vacancy or an Anticipated Vacancy. In the

event of (A) a vacancy in the office of the Chairman, including a vacancy

resulting from the resignation, death, disability or removal by the President

of the United States of the Chairman, or (B) an anticipated vacancy,

including an anticipated vacancy resulting from an anticipated resignation

or the expiration of the term of the then-serving Chairman, the Governance

and Board Development Committee shall consider candidates to fill such

vacancy or anticipated vacancy and submit its recommendation to the Board

at least six months prior to an anticipated vacancy or otherwise as

reasonably practicable under the circumstances. If the then-serving

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Chairman is eligible to serve another term of office, the Governance and

Board Development Committee may decide to recommend to the Board that

the then-serving Chairman serve another term of office as Chairman without

considering other candidates. If the recommendation of the Governance

and Board Development Committee is approved by the Board, the Board

shall recommend to the President of the United States the appointment of

such individual to serve as Chairman.

(b) Members of the Board Other than the Chairman.

(i) General. Members of the Board other than the Chairman shall be elected at

each annual meeting of the Corporation in accordance with the procedures

provided in this Section 2.4(b).

(ii) Nominations by the Board. The Governance and Board Development

Committee shall consider persons for election to the Board and shall submit

its recommended candidates to the Board. If the recommendations of the

Governance and Board Development Committee are approved by the

Board, the Board shall nominate such candidates to stand for election as

governors by the Chapters entitled to vote at the annual meeting of the

Corporation. The names of such nominees shall be made available to the

Chapters not later than 30 days prior to the date of the annual meeting at

which such nominees shall stand for election to the Board, unless it is not

reasonably practicable in the circumstances for the names of the nominees

to be made available not later than 30 days prior to the date of such annual

meeting. In the case of such impracticability the names of such nominees

shall be made available to the Chapters as far in advance of the annual

meeting as is reasonably practicable in the circumstances, which in no event

will be later than ten days prior to the date of the annual meeting at which

such nominees shall stand for election to the Board.

(iii) Nominations by Petition. (A) Twenty-five percent or more of the Chapters

may nominate persons to stand for election as governors at the next annual

meeting of the Corporation only if timely written notice of such Chapters’

intent to make such nomination is provided, either by personal delivery or

by mail, postage prepaid, to the Secretary. To be timely, the Chapters’

notice (the “Petition for Nomination”) must be delivered to or mailed and

received by the Secretary after the names of the Board’s nominees for

governor are made available to the Chapters in accordance with Section

2.4(b)(ii), but not later than the later of (1) the twentieth day prior to the

annual meeting of the Corporation at which such Board nominees will stand

for election or (2) the fifth day after the names of the Board’s nominees for

governor are made available to the Chapters in accordance with Section

2.4(b)(ii).

(B) Each Petition for Nomination shall set forth (1) the name and

address of each Chapter which intends to make the nomination, (2) the name

and address of the person or persons proposed to be nominated and

sufficient information about each person to enable the Board to make a

Reflects Board Actions through March 7, 2019

reasonable determination that, subject to such diligence and analysis that

the Board (or the Governance and Board Development Committee)

performs with respect to persons nominated by the Board to stand for

election as governors, such person shall meet the independence standards

adopted by the Board and such other standards adopted by the Board (or the

Governance and Board Development Committee) in considering persons

for election to the Board generally, (3) a representation of each Chapter

which intends to make the nomination that (a) at least one of its delegates

will be present at the annual meeting of the Corporation (or deemed present

in accordance with Section 6.1(a) at such annual meeting) and (b) its

governing board has duly authorized the Petition for Nomination, and (4)

the executed written consent of each nominee to serve as a member of the

Board if so elected.

or accept the nomination of any person not made in compliance with the

procedures and standards set forth in Section 2.4(b)(iii), and only such

persons who, as determined by the Board (or the Governance and Board

Development Committee), are nominated in accordance with such

procedures and who satisfy the independence standards adopted by the

Board and such other standards adopted by the Board (or the Governance

and Board Development Committee) in considering persons for election to

the Board generally shall be eligible to stand for election as nominees and

to serve as members of the Board.

(iv) Vacancies and Newly Created Board Positions. Vacancies in any Board

position other than the Chairman and in any newly created Board position

may be filled by a vote of the remaining members of the Board pursuant to

this Section 2.4(b)(iv). Vacancies on the Board resulting from death,

disability, resignation, removal or other cause and newly-created Board

positions shall only be filled by the Board by the affirmative vote of a

majority of the remaining governors then in office, even though those

remaining governors constitute less than a quorum of the Board, or by a sole

remaining governor. Any governor appointed in accordance with this

Section 2.4(b)(iv) to fill a vacancy (other than resulting from a newly-

created Board position) shall hold office until the next annual meeting of

the Corporation unless the Board determines to appoint such governor to

serve the remainder of the term of office of such vacancy. In the event the

Board creates a new Board position, the new position shall be assigned to

one of the three staggered groups of members of the Board consistent with

Section 2.5(a)(ii), and any governor appointed in accordance with this

Section 2.4(b)(iv) to fill a newly-created Board position shall hold office

until the annual meeting of the Corporation at which the term of office of

that staggered group of members of the Board expires (e.g., the next annual

meeting, the second annual meeting or the third annual meeting of the

Corporation following the appointment of such governor). A vacancy on

the Board shall not affect the powers, authority or responsibilities of the

Board.

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(v) Chief Executive Officer. The Chief Executive Officer may be appointed as

a member of the Board of Governors upon approval by the Board. If the

Chief Executive Officer serves as a member of the Board, he or she shall

have full voting rights and other privileges of the Board. The Chief

Executive Officer shall not be permitted to serve as a member of any

committee of the Board unless the charter of such committee so provides.

If the Chief Executive Officer serves as a member of the Board, termination

of the Chief Executive Officer’s employment with the Corporation as Chief

Executive Officer for any reason, whether voluntary or involuntary, shall

immediately terminate the Chief Executive Officer’s membership on the

Board. This Section 2.4(b)(v) does not apply to a person who serves as the

Chairman and the Chief Executive Officer.

2.5 Term of Office; Removal.

(a) Term of Office.

(i) General. The term of office of each member of the Board shall be three

years, except that any member of the Board elected by the Board to fill a

vacancy in a Board position arising before the expiration of its term may, as

determined by the Board pursuant to Section 2.4(b)(iv), serve for the

remainder of that term or until the next annual meeting of the Corporation.

(ii) Terms of Office to be Staggered. The terms of office of members of the

Board (other than the Chairman) shall be staggered such that one-third of

the Entire Board (or as near to one-third as practicable) shall be elected at

each successive annual meeting of the Corporation with the term of office

of each member of the Board elected at an annual meeting expiring at the

third annual meeting following the annual meeting at which such member

was elected.

(iii) Term Limits. No person may serve as a member of the Board for more than

three consecutive terms of office regardless of the number of years

comprising each term of office with the following limited exceptions:

(A) The term of office of a governor who is appointed to the

Board to fill a vacancy or a newly-created Board position pursuant to

Section 2.4(b)(iv) shall not constitute a term of office for purposes of this

Section 2.5(a)(iii) if such term of office is less than 18 months and such

person shall not be eligible for reelection to the Board before the second

annual meeting of the Corporation following the annual meeting at which

such person’s third consecutive term of office expired. Notwithstanding the

preceding sentence, in the event such person’s third consecutive term of

office expired prior to an annual meeting because such person resigned from

the Board, such person shall not be eligible for reelection to the Board

before the third annual meeting of the Corporation following the date on

which such person’s third consecutive term of office expired.

(B) A person may serve as Chairman for more than three

consecutive terms and if the Chief Executive Officer serves as a member of

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the Board, he or she may serve as a member of the Board for more than

three consecutive terms. For purposes of the term limit in the first sentence

of this Section 2.5(a)(iii), any term of office as a member of the Board

served by any of the following does not count as a Board term: (1) the

Chairman, (2) the Chief Executive Officer, or (3) the most senior Vice-

Chairman under circumstances in which such Vice Chairman is required to

discharge the duties and responsibilities of the Chairman.

a governor to serve an additional consecutive term of office as a member of

the Board if the Board determines that allowing such governor to serve such

additional term will better enable the Board to exercise oversight of the

Corporation’s compliance with applicable legal and regulatory

requirements and otherwise is in the best interests of the Corporation.

(b) Resignations; Removal. Any governor other than the Chairman may at any time

resign by giving written notice to the Board or the Chairman. Such resignation

shall take effect at the time specified in such notice or, if the time be not specified

therein, upon receipt thereof, and unless otherwise specified therein, no acceptance

of such resignation shall be necessary to make it effective. The Board may remove

any governor other than the Chairman, and may request that the President of the

United States remove the Chairman, for conduct deemed by the Board to be

detrimental to the Board or to the Corporation. Any governor so removed shall not

be eligible for subsequent election or appointment to the Board.

2.6 Meetings.

(a) Regular Meetings. The organizational meeting of the Board, for the purpose of

organization or otherwise (the “Organizational Meeting”) and other regular

meetings of the Board may be held at such times and at such places as the Board

shall from time to time determine, although regular meetings of the Board shall be

held in Washington, D.C. unless otherwise determined by the Board or specified in

a notice of the regular meeting.

(b) Special Meetings. Special meetings of the Board may be held at such times and at

such places whenever called by the Board, by the Chairman, or by the Secretary

upon the written direction of any three governors, with special meetings of the

Board being held in Washington, D.C. unless specified in the notice of the special

meeting. Reasonable notice thereof shall be given by the person or persons calling

the meeting.

adjourned meeting thereof need not be given. Notice of each special meeting of the

Board shall be given to each governor (i) by first class mail at least five days before,

or by overnight delivery service at least two days before, the day on which the

meeting is to be held, in either case addressed to such governor at the governor’s

residence or usual place of business or (ii) by electronic transmission, addressed to

such governor or shall be given personally or by telephone, in each case not later

than the day before the meeting is to be held, or on such shorter notice as the person

or persons calling such meeting may deem necessary or appropriate in the

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circumstances; provided, however, notice need not be given to any governor who

shall, either before or after the meeting, submit a waiver of such notice or who shall

attend such meeting without objecting, prior to or at its commencement (or

promptly upon arrival), the lack of notice to such governor, or who shall attend such

meeting and vote on or assent to an action taken at such meeting. Unless otherwise

required by these Bylaws, every such notice shall state the time and place but need

not state the purpose of the meeting.

(d) Participation in Meetings by Means of Communications Equipment. Members of

the Board, or any committee or other body designated by the Board, may participate

in a meeting of the Board or of such committee or other body by means of electronic

communications by which all persons participating in the meeting can hear each

other, and participation in a meeting pursuant to this Section 2.6(d) shall constitute

presence in person at such meeting.

(e) Action Without Meeting. Any action required or permitted to be taken at any

meeting of the Board or of any committee or other body designated by the Board

may be taken without a meeting if all members of the Board, committee, or other

body, as the case may be, consent thereto in writing, or by electronic transmission

and the writing or writings or electronic transmission or transmissions are filed with

the minutes of the proceedings of the Board, committee, or other body. Such filing

shall be in paper form if the minutes are maintained in paper form and shall be in

electronic form if the minutes are maintained in electronic form.

(f) Quorum and Manner of Acting. A majority of the Entire Board shall constitute a

quorum for the transaction of business at any meeting of the Board, and the vote of

a majority of the governors present at any meeting at which a quorum is present

shall be the act of the Board. In the event a quorum shall not be present at any

meeting of the Board, the governors or a majority of the governors present may

adjourn the meeting from time to time until a quorum shall be present. At any

adjourned meeting at which a quorum is present, any business may be transacted

which might have been transacted at the meeting as originally called.

(g) Proxies. Voting by proxy is not allowed at any meeting of the Board or of any

committee or other body designated by the Board.

2.7 Rules and Regulations. The Board may adopt such rules and regulations not inconsistent

with applicable laws, the Congressional Charter or these Bylaws for the conduct of its

meetings and overseeing the management of the business and affairs of the Corporation.

Section 3—Committees of the Board of Governors

3.1 Establishment of Committees of the Board of Governors. The Board may designate one

or more committees that shall have such name or names as may be determined from time

to time by the Board. Subject to Section 2.4(b)(v), each committee shall consist of one or

more members of the Board, and the Board shall designate a chair and vice-chair of each

committee from among the committee’s members. The Board may designate one or more

governors as alternate members of any committee who may replace any absent or

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disqualified member at any meeting of the committee. Any such committee, to the extent

provided in a resolution of the Board or a charter of a committee adopted by the Board,

shall have and may exercise all the powers and authority of the Board in directing, and of

overseeing the management of the business and affairs of, the Corporation, and may

authorize the seal of the Corporation to be affixed to all papers which may require it;

provided, however, no such committee, including the Executive Committee and other

standing committees of the Board, shall have the power or authority in reference to the

following matters:

(a) the recommendation to the President of the United States of an individual to serve

as Chairman;

(b) the removal of any member of the Board;

(d) the nomination of candidates to stand for election as governors by the delegates of

the Chapters entitled to vote thereon at the annual meeting of the Corporation;

(e) the appointment, removal or reassignment of a member of any committee of the

Board, or the filling of vacancies on any committee of the Board;

(f) the designation of any committee of the Board or any Board-appointed committee,

advisory council to the Board, or other Board-appointed body;

(g) the appointment, removal or reassignment (or the concurrence in the appointment,

removal or reassignment) of any officer of the Corporation, except that vacancies

in established positions may be filled by the Executive Committee subject to

ratification by the Board;

(h) the amendment or repeal of these Bylaws or the adoption of new bylaws;

(i) the amendment, alteration, repeal, or taking of any action inconsistent with any

resolution or action of the Board when the resolution or action of the Board

provides by its terms that it shall not be amended, altered or repealed by action of

a committee of the Board;

(j) the sale, lease, exchange or transfer of all or substantially all of the Corporation’s

property and assets;

(k) the approval of the annual budget of the Corporation; and

(l) the dissolution of the Corporation or a revocation of a dissolution.

The Board may, from time to time, establish, eliminate and modify the power and authority

of any committee of the Board; change the size of a committee; and add, remove or replace

the chair or member of any committee.

3.2 Standing Committees of the Board. The Board shall have the following standing

committees whose members shall initially be appointed by the Board at the Organizational

Meeting upon the recommendation of the Governance and Board Development

Committee:

(a) Executive Committee. The Executive Committee may exercise all powers, and

have such authority and responsibilities, of the Board when the Board is not in

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session except as specified in Section 3.1. The Executive Committee shall be

composed of at least three but not more than seven members, with such specified

number of members as the Board shall fix by resolution from time to time,

consisting of the Chairman, the chairs of each of the standing committees of the

Board, and other members of the Board appointed to the Committee by the Board.

The Chairman shall be the chair of the Executive Committee.

(b) Audit and Risk Management Committee. The Audit and Risk Management

Committee shall have the purpose, authority and responsibilities as shall be set forth

in these Bylaws, the Audit and Risk Management Committee Charter adopted by

the Board, and by resolution of the Board. The Audit and Risk Management

Committee shall be composed of at least five but not more than eight members,

with such specified number of members as the Board shall fix by resolution from

time to time.

Management Development Committee shall have the purpose, authority and

responsibilities as shall be set forth in these Bylaws, the Compensation and

Management Development Committee Charter adopted by the Board, and by

resolution of the Board. The Compensation and Management Development

Committee shall be composed of at least three but not more than eight members,

with such specified number of members as the Board shall fix by resolution from

time to time.

(d) Governance and Board Development Committee. The Governance and Board

Development Committee shall have the purpose, authority and responsibilities as

shall be set forth in these Bylaws, the Governance and Board Development

Committee Charter adopted by the Board, and by resolution of the Board. The

Governance and Board Development Committee shall be composed of at least three

but not more than eight members, with such specified number of members as the

Board shall fix by resolution from time to time.

(e) Board of Trustees of the Endowment Fund. The Board of Trustees of the

Endowment Fund shall have the purpose, authority and responsibilities as shall be

set forth in the Congressional Charter, these Bylaws, the Board of Trustees of the

Endowment Fund Charter adopted by the Board, and by resolution of the Board.

The Board of Trustees of the Endowment Fund shall be composed of at least three

but not more than five members with such specified number of members as the

Board shall fix by resolution from time to time.

3.3 Certain Rules Applicable to All Committees of the Board.

(a) Meetings; Notice; Waiver. Regular meetings of each committee of the Board, of

which no notice shall be necessary, may be held at such times and places as shall

be fixed by resolution adopted by a majority of the total number of authorized

committee members of each such committee, whether or not there exists any

vacancies or unfilled previously authorized committee seats. Special meetings of

any committee of the Board shall be called at the request of any member of such

committee. Notice of each special meeting of any committee of the Board shall be

sent to each member of such committee (i) by first class mail at least five days

Reflects Board Actions through March 7, 2019

before, or by overnight delivery service at least two days before, the day on which

the meeting is to be held, in either case addressed to such committee member at the

member’s residence or usual place of business or (ii) by electronic transmission,

addressed to such committee member or shall be given personally or by telephone,

in each case not later than the day before the meeting is to be held, or on such

shorter notice as the person or persons calling such meeting may deem necessary

or appropriate in the circumstances; provided, however, notice need not be given to

any governor who shall, either before or after the meeting, submit a waiver of such

notice or who shall attend such meeting without objecting, prior to or at its

commencement (or promptly upon arrival), the lack of notice to such governor, or

who shall attend such meeting and vote on or assent to an action taken at such

meeting. Unless otherwise required by these Bylaws, every such notice shall state

the time and place but need not state the purpose of the meeting. Any special

meeting of any committee of the Board shall be a legal meeting without any notice

thereof having been given, if all the members of such committee shall be present at

the meeting and no member shall object to the lack of notice to such member.

Notice of any adjourned meeting of any committee of the Board need not be given.

(b) Quorum and Manner of Acting. A majority of the authorized members of any

committee of the Board shall constitute a quorum for the transaction of business at

any meeting, and the vote of a majority of the members of such committee present

at any meeting at which a quorum is present shall be the act of such committee.

and regulations not inconsistent with applicable laws, the Congressional Charter,

these Bylaws, the Board resolution designating the committee, or the committee

charter adopted by the Board for the conduct of its meetings as such committee of

the Board may deem advisable.

(d) Minutes and Reports. Each committee shall keep regular minutes of its meetings

and report the same to the Board, when required, and present to the Board such

reports as are requested by the Board or required by these Bylaws, the Board

resolution designating the committee, or the committee charter adopted by the

Board or as are deemed advisable by the Committee.

(e) Subcommittees. Unless otherwise provided in these Bylaws, the resolution of the

Board designating the committee or the committee charter adopted by the Board, a

committee may create one or more subcommittees, each subcommittee to consist

of one or more members of the committee and be composed solely of members of

the committee, and delegate to a subcommittee any or all of the powers, authority

and responsibilities of the committee.

Reflects Board Actions through March 7, 2019

Section 4—Board-Appointed Committees, Advisory

Councils, and Other Bodies

4.1 Establishment of Board-Appointed Committees, Advisory Councils to the Board of

Governors, and Other Bodies. The Board may designate one or more Board-appointed

committees, advisory councils, and other bodies that shall have such name or names as may

be determined from time to time by the Board. Such Board-appointed committees,

advisory councils, and other bodies may consist of one or more, or no, members of the

Board and one or more, or no, individuals who are not members of the Board as determined

by the Board.

4.2 Board-Appointed Committees and Other Bodies. Board-appointed committees and other

bodies shall have such purposes, powers, authority and responsibilities as may be

designated by the Board by resolution or in a charter of the committee or other body

adopted by the Board. The Board may, from time to time, establish, eliminate and modify

the purposes, powers, authority and responsibilities of any committee or other body; change

the size of any committee or other body; and add, remove or replace the chair or member

of any committee or other body.

4.3 Advisory Councils. Advisory Councils shall be advisory only and shall have no power or

authority to act on behalf of the Board or of the Corporation, but shall provide such advice

and assistance to the Board or such other constituency within the Corporation, and have

such other purposes, powers, authority and responsibilities as may be designated by the

Board by resolution or in a charter of the advisory council adopted by the Board. Except

as otherwise provided in the Congressional Charter with respect to the Cabinet Council,

the Board may, from time to time, establish, eliminate and modify the purposes, powers,

authority and responsibilities of any advisory council; change the size of any advisory

council; and add, remove or replace the chair or member of any advisory council.

The Board shall have the following standing advisory councils:

Cabinet Council.

(a) There shall be an advisory council to the Board named the “Cabinet Council.” The

Cabinet Council shall be composed of no fewer than eight and no more than 10

members, each of whom shall be appointed by the President of the United States

from principal officers of the executive departments and senior officers of the

Armed Forces whose positions and interests qualify them to contribute to carrying

out the programs and purposes of the Corporation. At least one, but not more than

three of the members of the Cabinet Council shall be selected from the Armed

Forces.

(b) The Cabinet Council shall advise, report directly to, and meet, at least one time per

year with the Board.

his or her behalf a meeting or meetings of the Cabinet Council.

Reflects Board Actions through March 7, 2019

Section 5—Officers

5.1 Officers. Except as otherwise provided in this Section 5, the officers of the Corporation

shall be a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a

General Counsel, a Chief Audit Executive, an Ombudsman, one or more Vice Chairmen,

one or more Vice Presidents (who could have the title of Executive Vice President or Senior

Vice President), a Treasurer, a Secretary, and one or more Assistant Treasurers or Assistant

Secretaries, and such other officers and agents with such titles and such duties as the Board

(or an officer authorized by the Board) may from time to time determine, each to have such

powers, authority or responsibilities as provided in these Bylaws or as the Board (or an

officer authorized by the Board) may from time to time determine. Except as otherwise

provided in these Bylaws or by resolution of the Board, one person may hold the offices

and perform the duties of any two or more of said officers; provided, however, that no

officer shall execute, acknowledge or verify any instrument in more than one capacity if

such instrument is required by law, the Congressional Charter or these Bylaws to be

executed, acknowledged or verified by two or more officers.

5.2 Term of Office; Resignation; Removal; Vacancies. Unless otherwise provided in the

resolution by the Board electing or authorizing the appointment of any officer, each officer

other than the Chairman shall be elected by the Board (or an officer authorized by the

Board) for an initial term which shall continue until the next Organizational Meeting, and

thereafter each officer other than the Chairman shall be elected for one-year terms or until

his or her successor is elected or appointed and qualified or until his or her earlier

resignation, death or removal.

Any officer may resign at any time upon written notice to the Board or to such person or

persons as the Board may designate. Such resignation shall take effect at the time specified

therein, and unless otherwise specified therein, no acceptance of such resignation shall be

necessary to make it effective. The Board may remove any officer other than the Chairman

with or without cause at any time.

Any officer authorized by the Board to appoint a person to hold an office of the Corporation

may also remove from office any person appointed by such authorized officer with or

without cause at any time, unless otherwise provided in these Bylaws or the resolution of

the Board. Any such removal shall be without prejudice to the contractual rights of such

officer, if any, with the Corporation, but the election or appointment of an officer shall not

of itself create contractual rights as all employees who serve as officers of the Corporation

are at-will employees unless an employee with whom the Corporation enters into a written

employment agreement that expressly provides otherwise.

Subject to any contractual limitations, the Chief Executive Officer may suspend the powers,

authority, responsibilities and compensation of any officer elected by the Board, for a

period of time sufficient to permit the Board or the appropriate committee of the Board a

reasonable opportunity to consider and act upon a resolution relating to the reinstatement,

further suspension or removal of such person, and may remove from office any other

employee of the Corporation with or without cause at any time. Any vacancy occurring in

any office of the Corporation other than the office of the Chairman by death, resignation,

Reflects Board Actions through March 7, 2019

removal or otherwise may be filled by the Board at any regular or special meeting or by an

officer authorized by the Board to appoint a person to hold such office.

5.3 Powers, Authority and Responsibilities. The officers of the Corporation shall have such

powers, authority and responsibilities in the management of the Corporation as shall be

provided in the Congressional Charter, these Bylaws or by resolution of the Board which

is not inconsistent with these Bylaws and, to the extent not so stated, as generally are

incident to their respective offices, subject to the direction and oversight of the Board.

Officers (other than the Chief Executive Officer) shall also have and perform such powers,

authority and responsibilities as the Board may from time to time determine by resolution

or as the Chief Executive Officer may from time to time specifically direct, provided that

such directed powers, authority and responsibilities are not inconsistent with these Bylaws

or with any outstanding Board resolutions.

5.4 Chairman. The Chairman shall be a member of the Board and, when present, shall preside

at meetings of the Board, at meetings of the Executive Committee, and at annual meetings

of the Corporation. The term of office of the Chairman shall be coterminous with the

Chairman’s term of office as a member of the Board. The Chairman may not hold any

office other than the office of Chief Executive Officer if so elected by the Board.

5.5 Honorary Chairman. The President of the United States shall, upon acceptance, be the

Honorary Chairman of the Corporation.

5.6 Vice Chairmen. The Board may elect from the members of the Board one or more Vice

Chairmen of the Board, and if more than one Vice Chairman is elected, the Board shall

establish the seniority of the Vice Chairmen and may charge each Vice Chairman with a

specific area of responsibility. In the absence of the Chairman due to unavailability,

vacancy in the office of the Chairman, including a vacancy resulting from the resignation,

death, disability or removal of the Chairman by the President of the United States, or

otherwise, the most senior Vice Chairman present shall discharge the duties and

responsibilities of the Chairman.

5.7 Chief Executive Officer. The Chief Executive Officer shall have overall responsibility and

authority for the conduct of the business and affairs of the Corporation, subject to the

control and oversight of the Board, and shall report directly to the Board. The Chief

Executive Officer shall exercise such other powers, authority and responsibilities as the

Board may from time to time determine by resolution, and shall ensure that all orders and

resolutions of the Board are carried into effect. Accordingly, the Board delegates to the

Chief Executive Officer all such authority as is necessary and appropriate to manage the

business and affairs of the Corporation in accordance with the strategic plan and objectives

adopted and approved by the Board and subject to oversight by the Board. The Board of

Governors also reserves to itself full authority to revoke or modify any such delegation at

any time and from time to time.

5.8 President. The President shall be the chief operating officer of the Corporation and shall

have and perform such powers, authority and responsibilities in connection with the

operations of the Corporation as the Board or the Chief Executive Officer shall from time

to time determine, and shall report directly to the Chief Executive Officer. In addition to

any powers, authority and responsibilities of the President pursuant to Section 5.3, the

President shall, when requested, counsel with and advise the other officers of the

Reflects Board Actions through March 7, 2019

Corporation. There shall be no office of the President if the Chief Executive Officer also

holds the title of President, in which case the Board may elect a Chief Operating Officer

with the powers, authority and responsibilities described in this Section 5.8, and the Chief

Operating Officer shall report directly to the President and Chief Executive Officer.

5.9 Chief Financial Officer. The Chief Financial Officer shall have and perform all the

powers, authority and responsibilities of the office of the chief financial officer and in

general have overall supervision of the financial operations of the Corporation. In addition

to any powers, authority and responsibilities of the Chief Financial Officer pursuant to

Section 5.3, the Chief Financial Officer shall, when requested, counsel with and advise the

other officers of the Corporation. The Chief Financial Officer shall report directly to the

Chief Executive Officer, or his or her designee.

5.10 General Counsel. The General Counsel shall be the chief legal, ethics and compliance

officer of the Corporation and shall have general control of all matters of legal import

concerning the Corporation, including the Chapters, and shall advise the Board and officers

on legal matters. In addition to any powers, authority and responsibilities of the General

Counsel pursuant to Section 5.3, the General Counsel shall, when requested, counsel with

and advise the other officers of the Corporation. The General Counsel shall report directly

to the Chief Executive Officer.

5.11 Chief Audit Executive. The Chief Audit Executive shall have and perform such powers,

authority and responsibilities as are incident to the position of a general, internal auditor in

the performance of an independent audit activity of the Corporation and shall have direct

access to the Chairman, the Audit and Risk Management Committee, and the Chief

Executive Officer. In addition to any powers, authority and responsibilities of the Chief

Internal Auditor pursuant to Section 5.3, the Chief Audit Executive shall, when requested,

counsel with and advise the other officers of the Corporation and shall have and perform

such powers, authority and responsibilities as the Chief Executive Officer may from time

to time specifically direct. The Chief Audit Executive need not be an officer of the

Corporation and shall not be deemed an officer of the Corporation unless elected and

designated as an officer by the Board. The Audit and Risk Management Committee shall

have the authority to appoint and remove the Chief Audit Executive. The Chief Audit

Executive shall report directly to the Audit and Risk Management Committee and,

administratively, to the Chief Executive Officer, or his or her designee.

5.12 Ombudsman. The Ombudsman shall have and perform such powers, authority and

responsibilities as are incident to the position of an internal corporate ombudsman, which

shall be to serve as the neutral and impartial dispute resolution practitioner whose principal

function shall be to provide confidential and informal assistance to the many constituents

with concerns or complaints about the Corporation. In addition to any powers, authority

and responsibilities of the Ombudsman pursuant to Section 5.3, the Ombudsman shall,

when requested, counsel with and advise the other officers of the Corporation. The Chief

Executive Officer shall have the authority to appoint and remove the Ombudsman, subject

to the concurrence of the Audit and Risk Management Committee. The Ombudsman need

not be an officer of the Corporation and shall not be deemed an officer of the Corporation

unless elected and designated as an officer by the Board. The Ombudsman shall submit

reports to the Chief Executive Officer and to the Audit and Risk Management Committee

on an annual basis. The Ombudsman shall also submit a report annually to Congress and

Reflects Board Actions through March 7, 2019

the full Board concerning any trends and systemic matters that the Ombudsman has

identified as confronting the Corporation.

5.13 Vice Presidents. Any Vice President (who could have the title of Executive Vice President

or Senior Vice President) shall have and perform such powers, authority and

responsibilities as shall be prescribed by his or her superior officer or the Board. In addition

to any powers, authority and responsibilities of a Vice President pursuant to Section 5.3, a

Vice President shall, when requested, counsel with and advise the other officers of the

Corporation. A Vice President need not be an officer of the Corporation and shall not be

deemed an officer of the Corporation unless elected and designated as an officer by the

Board.

5.14 Treasurer. The Treasurer, if one shall have been elected, shall supervise and be responsible

for all the funds and securities of the Corporation; the deposit of all moneys and other

valuables to the credit of the Corporation in depositories of the Corporation; borrowings

and compliance with the provisions of all indentures, agreements and instruments

governing such borrowings to which the Corporation is a party; the disbursement of funds

of the Corporation and the investment of its funds; and in general shall perform all of the

duties incident to the office of the Treasurer. In addition to any powers, authority and

responsibilities of the Treasurer pursuant to Section 5.3, the Treasurer shall, when

requested, counsel with and advise the officers of the Corporation. The Treasurer need not

be an officer of the Corporation and shall not be deemed an officer of the Corporation

unless elected and designated as an officer by the Board.

5.15 Secretary. The Secretary shall have and perform such powers, authority and

responsibilities as are incident to the position of secretary, which shall be to act as secretary

and record minutes of all meetings of the Board, of the committees of the Board, of annual

meetings of the Corporation, of meetings of Board-appointed committees or bodies, and of

meetings of advisory councils to the Board, to record the proceedings of such meetings in

a book or books to be kept for that purpose, and to have sole custody of such minutes and

records. The Secretary shall see that all notices of meetings of the Board, of the committees

of the Board, of annual meetings of the Corporation, of meetings of Board-appointed

committees or bodies, and of meetings of advisory councils to the Board required to be

given are duly given. The Secretary shall be custodian of the seal of the Corporation and

shall affix the seal or cause it to be affixed and shall attest to the seal of the Corporation

upon all instruments to be executed under such seal. In addition to any powers, authority

and responsibilities of the Secretary pursuant to Section 5.3, the Secretary shall, when

requested, counsel with and advise the other officers of the Corporation. The Secretary

shall report directly to the Chief Executive Officer.

5.16 Assistant Treasurers and Assistant Secretaries. Any Assistant Treasurers and Assistant

Secretaries shall have and perform such responsibilities as shall be assigned to them by the

Board or by the Treasurer or Secretary, respectively, or by the Chief Executive Officer. An

Assistant Treasurer or Assistant Secretary need not be an offic

er of the Corporation and

shall not be deemed an officer of the Corporation unless elected and designated as an officer

by the Board.

5.17 Additional Matters. The Chief Executive Officer and, if a separate officer, the President

shall have the authority to designate employees of the Corporation to have the title of Vice

Reflects Board Actions through March 7, 2019

President (including the titles of Executive Vice President and Senior Vice President),

Assistant Treasurer, or Assistant Secretary. The Chief Executive Officer and, if a separate

officer, the President shall also have the authority to designate employees of the

Corporation to have the title of President of a dedicated business unit or units or any other

such title as he or she shall determine appropriate. Any employee so designated shall have

the powers, authority and responsibilities determined by the officer making such

designation. The persons upon whom such titles are conferred shall not be deemed officers

of the Corporation unless elected and designated as an officer by the Board.

Section 6 — Annual Meetings

6.1 Annual Meetings. The annual meeting of the Corporation is the annual meeting of

delegates of the Chapters for the election of members of the Board and for the transaction

of such other business as may properly come before the annual meeting. This meeting shall

be held on such date and at such hour as shall be determined by the Board. Any previously

scheduled annual meeting of the Corporation may be postponed by action of the Board

taken prior to the time previously scheduled for such annual meeting of the Corporation.

The Board may prescribe such rules, regulations and procedures with respect to and

covering such matters affecting notice of, and the conduct and proceedings of, annual

meetings of the Corporation, and to do all such acts and things as are determined by the

Board to be necessary or advisable with respect thereto; provided, however, that unless

otherwise determined by the Board, the Board shall be required to provide to Chapters

reasonable notice of the time, place and manner of the annual meeting of the Corporation,

and Chapters shall in turn provide notice to their respective delegates.

(a) Place of Annual Meetings. All annual meetings of the Corporation shall be held

at such place as may be fixed from time to time by the Board. Notwithstanding the

foregoing, the Board is authorized to determine that the annual meeting shall not

be held at any place, but may instead be held by means of remote communication.

If authorized by the Board, and subject to such guidelines as the Board may adopt,

delegates of Chapters not physically present at an annual meeting of the

Corporation may, by means of remote communication, participate in an annual

meeting and be deemed present and vote at such meeting whether such meeting is

held at a designated place or solely by means of remote communication, provided

that (i) the Corporation implements reasonable measures to verify that each person

deemed present and permitted to vote at the annual meeting by means of remote

communication is a delegate of a Chapter (ii) the Corporation implements

reasonable measures to provide such delegates a reasonable opportunity to

participate in the annual meeting and to vote on matters submitted to the delegates

of the Chapters, including an opportunity to read or hear the proceedings of the

meeting substantially concurrently with such proceedings, and (iii) if any delegate

of a Chapter votes or takes other action at the meeting by means of remote

communication, a record of such vote or other action is maintained by the

Corporation, subject in each case to Section 6.1(b)(i).

Reflects Board Actions through March 7, 2019

(b) Voting at Annual Meetings.

(i) General. In matters requiring a vote at the annual meeting of the

Corporation, each Chapter is entitled to at least one vote, and voting on all

matters may be conducted by mail, telephone, telegram, cablegram,

electronic mail, or any other means of electronic or telephone transmission,

provided that (A) the person voting shall state, or submit information from

which it can be determined, that the method of voting chosen was authorized

by such person, and (B) and such means of voting shall have been

determined by the Board or the chair of the annual meeting to be advisable

for such annual meeting.

(ii) Establishment of Number of Votes; Voting. Each Chapter shall be entitled

to appoint or designate such number of persons to serve as its voting

delegates to the annual meeting of the Corporation as is equal to the number

of votes the Chapter is entitled to cast at the annual meeting. The Board,

upon the recommendation of the Governance and Board Development

Committee, shall determine on an equitable basis the number of votes that

each Chapter is entitled to cast, taking into consideration the size of the

membership of the Chapters, the populations served, and such other factors

as may be determined by the Board. The Board shall review the allocation

of votes at least every five years. Determinations by the Board of the

number of votes that each Chapter is entitled to cast shall be final,

conclusive and binding on the Chapters. No person shall be deemed to be

a delegate of a Chapter unless such person is registered by the Chapter as a

delegate of such Chapter in accordance with such procedures as the

Corporation may adopt. Each such person so registered by the Chapter as

a delegate of such Chapter shall be entitled to one vote for the election of

members of the Board and for the transaction of such other business as may

properly come before the annual meeting. At each annual meeting of the

Corporation and except as otherwise required by these Bylaws or by

resolution of the Board, the vote of a majority of the delegates who are

entitled to vote at an annual meeting and who are present (or deemed

present) at an annual meeting at which a quorum is present at or prior to the

time such annual meeting is convened shall be an act of the delegates of the

Chapters and of the Chapters themselves; provided, however, that, with the

exception of a vote by the delegates of the Chapters with respect to the

election of members of the Board, the authorization, adoption or approval

of any matter or proposal that comes before the annual meeting of the

Corporation shall not be binding on the Corporation or on the Board, but

shall be considered a recommendation of the Chapters for consideration by

the Board.

(iii) Quorum. A quorum shall be considered present at any annual meeting of

the Corporation if one-tenth of the total delegates registered by the Chapters

for such annual meeting are present (or deemed present) at or prior to the

time such annual meeting is convened in accordance with such guidelines

as the Board may adopt pursuant to Section 6.1(a). In the case of an in-

Reflects Board Actions through March 7, 2019

person annual meeting held at such place as may be fixed by the Board, a

quorum shall be considered present if one-tenth of the total delegates

registered by the Chapters for such annual meeting have evidenced their

presence at or prior to the time such meeting is convened to the chair of the

annual meeting or otherwise in accordance with such procedures as the

Corporation may adopt. In the case of an annual meeting not held at any

place, but instead held by means of remote communication such as a

webinar or other form of web-conferencing using a web-based application,

a quorum shall be considered present if one-tenth of the total delegates

registered by the Chapters for such annual meeting have evidenced their

presence at or prior to the time such meeting is convened by means of

remote communication to the chair of the annual meeting or otherwise in

accordance with such procedures as the Corporation may adopt.

(iv) Voting by Proxy. Voting by proxy is not allowed at any annual meeting of

the Corporation.

(v) Other. For purposes of this Section 6(b), it is understood that if a Chapter

registers with the Corporation a number of delegates that is fewer than the

maximum number of votes that the Chapter has been determined by the

Corporation to be entitled to cast, such action shall not affect the number of

delegates who are so registered. If, at any annual meeting, there shall be less

than a quorum present, the chair of the annual meeting may adjourn the

meeting without further notice, from time to time until a quorum shall be

present. At any adjourned meeting at which a quorum shall be present, any

business may be transacted which might have been transacted at the meeting

as originally notified.

(i) General. At each annual meeting of the Corporation, the Chairman or, in

the absence of or at the request of the Chairman, such other member of the

Board as shall be selected by the Chairman, shall act as chair of the annual

meeting. The chair of the annual meeting shall have the right and authority

to prescribe such rules, regulations and procedures and to do all such acts

and things as are necessary or advisable for the proper conduct of the

meeting. At any annual meeting of the Corporation, only such business

shall be conducted as shall have been properly brought before the annual

meeting, including the nomination and election of governors. The Secretary

of the Corporation, or his or her designee, shall serve as the Secretary and

Parliamentarian of the Annual Meeting and be responsible for maintaining

appropriate records of the proceedings of the Annual Meeting.

(ii) Matters to be Considered.

(A) Upon Direction by the Board. For any matter to be properly

brought before any annual meeting of the Corporation, the matter must be

(1) specified in the notice of annual meeting given by or at the direction of

the Board or (2) otherwise brought before the annual meeting by or at the

direction of the Board or the chair of the annual meeting, (3) otherwise

Reflects Board Actions through March 7, 2019

brought before the annual meeting in accordance with Section 2.4(b)(iii),

or (4) otherwise brought before the annual meeting in accordance with such

rules and procedures as are adopted by the Board or as are set forth in these

Bylaws, including in Section 6.1(c)(ii)(B).

(B) By Petition for Resolution. Chapters may properly bring

matters before any annual meeting of the Corporation pursuant to policies

and regulations prescribed by the Board from time to time upon the

recommendation of the Governance and Board Development Committee.

Section 7— Membership

7.1 Membership in the Corporation. The Corporation is a membership organization. The

purpose of membership in the Corporation is to promote community understanding,

commitment, and support for the mission, strategic plan, and services of the Corporation

and its Chapters. Membership is open to all people of the United States and its territories

and its possessions. Any individual shall be a member of the Corporation if he or she (a)

makes a monetary contribution to the Corporation, including a Chapter, (b) performs

volunteer services for the Corporation, including volunteer services performed directly for

a Chapter, or (c) donates blood to the Corporation. Membership shall continue for each

year in which it is similarly renewed unless sooner terminated.

7.2 Membership Defined. For all purposes, including, without limitation, for purposes of these

Bylaws, membership in the Corporation shall mean that a person has been conferred

pursuant to Section 7.1 of these Bylaws the right to receive notices of meetings of members

of the Chapter providing services in the territorial jurisdiction in which such person resides

and the right to vote only at those meetings of members of the Chapters for (a) members

of the governing boards of such Chapters and (b) delegates of such Chapters to the annual

meetings of the Corporation. Members of the Corporation, and membership in the

Corporation, shall not confer upon or otherwise entitle any person to any rights or

privileges other than those that are described in the preceding sentence, including the right

to vote on any other matter involving or concerning the Corporation.

7.3 Termination of Membership. Termination of membership by the Corporation or by any

of its Chapters shall automatically terminate the rights of such person as a member in the

Corporation described in this Section 7, subject to such individual’s right of appeal to the

Corporation through any procedures established by the Corporation or as described in

Section 8.2 of these Bylaws.

Section 8 — Chapters

8.1 Nature of Chapters. Chapters are local units of the Corporation and shall not be

constituted as legal entities separate from the Corporation. Each member of the governing

board of a Chapter shall serve without compensation for services as such and meet such

Reflects Board Actions through March 7, 2019

other standards as may be specified by the Corporation in such Chapter’s corporate

governance documents (including the Chapters’ bylaws), and no employee of the

Corporation or any Chapter may serve on the governing board of a Chapter.

8.2 Chapter Governance. The charter of a Chapter is the recognition by the Corporation that

the Chapter is a local unit of the Corporation with a specific territorial jurisdiction. Charters

may be issued by the Corporation pursuant to these Bylaws and pursuant to policies and

regulations prescribed by the Chief Executive Officer. Policies and regulations with regard

to Chapters may include such requirements and other provisions as may be prescribed in

the sole discretion of the Chief Executive Officer, including the following:

(a) the manner in which a Chapter shall be required to provide notice of the Chapter’s

annual meeting to members of the Corporation residing in the Chapter’s territorial

jurisdiction;

(b) the bylaws that each Chapter shall be required to comply with;

under which the Chief Executive Officer may grant exceptions thereof;

(d) the manner in which the governing board of a Chapter may remove officers or

terminate the rights of a person as a member of the Corporation; and

8.3 Power and Authority with Respect to Chapters.

(a) Chief Executive Officer. The Chief Executive Officer shall have overall

responsibility and authority to oversee and direct the conduct of the business and

affairs of the Chapters, and shall report directly to the Board. Accordingly, the

Board delegates to the Chief Executive Officer all such power and authority as is

necessary and appropriate to oversee and direct the conduct of the business and

affairs of the Chapters, including the power and authority to:

(i) remove the chair and/or members of the governing board of a Chapter;

(ii) charter, revoke the charter of or otherwise de-charter or re-charter a Chapter;

(iii) modify the power and authority or permanently suspend all or any part of

the operations of a Chapter;

(iv) transfer, in whole or in part, merge, consolidate, otherwise realign the

territorial jurisdiction of or alter the purpose of a Chapter;

(v) oversee and intervene in the affairs of a Chapter; and

(vi) take such other or further action as the Chief Executive Officer may

determinate to be appropriate under the circumstances.

(b) Board of Governors. The Board of Governors grants the delegation regarding the

Chapters to the Chief Executive Officer, subject to the control and oversight of the

Board, and also reserves to itself full authority to revoke or modify any such

delegation of authority at any time and from time to time. The Board specifically

reserves to itself the power and authority regarding:

(i) the manner in which the governing board of a Chapter and a Chapter’s

delegates to the annual meeting of the Corporation are elected by members

Reflects Board Actions through March 7, 2019

of the Corporation, which in any event shall adhere to democratic principles

of election and shall entitle each member to cast one vote without regard to

the basis of financial or other type of contributions made by any such

member; and

(ii) removing or restricting the right of a Chapter’s delegates to vote at an annual

meeting of the Corporation.

8.4 Funds. All funds and property received by or coming into the custody or possession of

any Chapter or other unit, department, office or division of the Corporation are the property

of the Corporation to be expended or applied only for purposes authorized by the

Congressional Charter, these Bylaws, by resolution of the Board or by policies and

regulations prescribed by the Chief Executive Officer or his or her designee.

8.5 Accounts of Chapters. The accounts of each Chapter shall be maintained and audited in

accordance with such requirements as may be issued from time to time by the Board, the

Audit and Risk Management Committee and the Chief Executive Officer or his or her

designee. The Board delegates to the Chief Executive Officer or his or her designee the

power and authority to set forth the requirements and the manner in which Chapter

financial information is provided and audited.

Section 9—Funds of the Corporation

9.1 Authority to Receive. The Corporation may receive gifts, bequests, devises, legacies,

donations, payments and funds for such purposes as are within the general scope of its

corporate purposes and powers.

9.2 Endowment Fund. Whenever a gift is designated by the donor to be permanently retained,

the gift shall be received and held in the Endowment Fund.

9.3 General Fund. Except as provided in Section 9.2, there shall be received and held in the

general fund of the Corporation all sums received from any source, including

(a) monetary contributions, gifts, and donations;

(b) receipts derived from the Endowment Fund unless a contrary use is designated; and

9.4 Deposit and Investment. Except as otherwise provided in these Bylaws or by resolution

of the Board, the funds of the Corporation shall be deposited in such banks or other

financial institutions as may be designated by the Board or any committee thereof or any

officer of the Corporation to whom power in respect of financial operations shall have been

designated by the Board or any such committee or in these Bylaws shall select, and such

of these funds as may not be required for current needs shall be invested in such manner as

may be designated by the Board or any committee thereof or any officer of the Corporation

to whom power in respect of financial operations shall have been designated by the Board

or any such committee or in these Bylaws shall designate. The Board may prescribe

suitable policies and regulations for the safekeeping of such securities.

Reflects Board Actions through March 7, 2019

Section 10—Indemnification

10.1 Indemnification. Provided that the provisions of this Section 10.1 and Section 10.2 are

satisfied, as determined by the Corporation, the Corporation shall indemnify any person

(each such person, an “indemnitee”) named or threatened to be named a party to a

proceeding by reason of the fact that such person is or was:

(a) a member of the Board, the Board of Trustees of the Endowment Fund, the Benefit

Plan Administration Committee, the Benefit Plan Investment Committee or the

governing body of (i) any Chapter, (ii) the American Red Cross Retirement System,

(iii) the American Red Cross Health and Life Benefits Plan, (iv) the American Red

Cross Savings Plan, or (v) any other employee benefit plan or trust established,

maintained or administered by the Corporation; or

(b) an officer, employee, member of a Board appointed advisory council, or agent

(including a volunteer) of the Corporation, any Chapter, any subsidiary of the

Corporation, or any of the foregoing.

Any right of an indemnitee to indemnification shall be a contract right and shall include

the right to receive, prior to the conclusion of any proceeding, payment of any expenses

incurred by the indemnitee in connection with such proceeding, consistent with the

provisions of applicable law and the other provisions of this Section 10. Any person

covered under this Section 10 shall be indemnified in full against all liabilities incurred in

a proceeding. For purposes of this Section 10, “proceeding” means any threatened,

pending, or completed action, suit or proceeding whether civil, criminal, administrative, or

investigative (including any legislative investigations or inquiries) and whether formal or

informal, “liabilities” means and includes the obligation to pay a judgment, settlement,

penalty, fine (including an excise tax assessed with respect to an employee benefit plan),

or reasonable expenses actually incurred with respect to a proceeding, including reasonable

attorneys’ fees, and “party” means and includes an individual who was, is or is threatened

to be made a named defendant or respondent in a proceeding.

10.2 Certain Conditions and Limitations.

(a) Any person seeking indemnification shall notify the Office of the General Counsel

in writing as soon as practicable after such person becomes aware that such person

is threatened to be made involved in any manner (including, but not limited to, as a

party or a witness) in a proceeding, but in any event no later than 15 days after the

date such person has been notified through service of process or otherwise that such

person is involved in any manner (including, but not limited to, as a party or a

witness) in a proceeding and submit a request for indemnification, which request

shall include (i) all documentation and information as is reasonably available to the

indemnitee about the proceeding, including such documentation and information as

is reasonably necessary to determine whether and to what extent the indemnitee is

entitled to indemnification, (ii) the indemnitee’s agreement to representation,

defense, and settlement in and of such proceeding by counsel selected and approved

by the Office of the General Counsel, and (iii) the indemnitee’s acknowledgement

Reflects Board Actions through March 7, 2019

and agreement that all entitlement to indemnification shall be determined

exclusively by the provisions of this Section 10 (the “Indemnitee’s Request”).

(b) As soon as practicable after receipt of the Indemnitee’s Request, the General

Counsel or his or her designee shall make a determination of an indemnitee’s

entitlement to indemnification including whether an indemnitee met the standard

of conduct set forth in Section 10.2(c). In the case of a member of the Board seeking

indemnification, the determination of entitlement to indemnification shall be made

by the Board by a majority vote of a quorum consisting of members of the Board

who were not parties to the matter giving rise to the claim for indemnification.

proceeding unless it is determined that the indemnitee:

(i) conducted himself or herself in good faith;

(ii) reasonably believed that his or her conduct was in the best interests of the

Corporation, except that an indemnitee’s conduct with respect to an

employee benefit plan shall have been for a purpose the indemnitee

reasonably believed to be in the interests of the participants in and

beneficiaries of the plan;

(iii) in the case of any criminal proceeding, had no reasonable cause to believe

his or her conduct was unlawful; and

(iv) did not conduct himself or herself with malice, dishonesty or recklessness.

(d) The termination of a proceeding, or of any claim, issue or matter therein, by

judgment, order, settlement or conviction, or upon a plea of nolo contendere or its

equivalent, shall not, of itself, adversely affect the right of an indemnitee to

indemnification or create a presumption that the indemnitee did not act in good

faith and in a manner in which the indemnitee reasonably believed to be in or not

opposed to the best interests of the Corporation or, with respect to any criminal

proceeding, that the indemnitee had reasonable cause to believe that such conduct

was unlawful.

(e) The Corporation shall not indemnify an indemnitee:

(i) in connection with a proceeding by or in the right of the Corporation in

which the indemnitee was adjudged liable to the Corporation, except as

otherwise permitted in Section 10.2(f);

(ii) in connection with any proceeding charging improper personal benefit to

the indemnitee, whether or not involving action in his or her official

capacity, in which the indemnitee was adjudged liable on the basis that

personal benefit was improperly received by such indemnitee; and

(iii) except for proceedings to enforce rights provided in this Section 10, in

connection with any proceeding (or part thereof) initiated by such

indemnitee (which shall not include counterclaims or crossclaims initiated

by others) unless the Board has authorized or consented to such proceeding

(or part thereof) by resolution.

Reflects Board Actions through March 7, 2019

(f) Indemnification permitted under this Section 10.2 in connection with a proceeding

by or in the right of the Corporation shall be limited to reasonable expenses incurred

in connection with the proceeding.

(g) All reasonable expenses (including reasonable attorneys’ fees) incurred by or on

behalf of an indemnitee in connection with any proceeding shall either be paid

directly or reimbursed to the indemnitee by the Corporation upon receipt by the

Corporation of a statement or statements from the indemnitee requesting such

reimbursement from time to time, whether prior to or after final disposition of such

proceeding. Such statement or statements shall reasonably evidence the expenses

incurred by the indemnitee and an irrevocable undertaking by or on behalf of the

indemnitee to repay the amounts paid if ultimately it should be determined that the

indemnitee is not entitled to be indemnified against such expense pursuant to this

Section 10. If it is subsequently determined that the indemnitee is not entitled to

indemnification pursuant to this Section 10, the indemnitee shall repay to the

Corporation any expenses so paid.

10.3 Outside Positions. In addition to the indemnification provided above, the Corporation, to

the fullest extent of, and subject to the same conditions, limitations and procedures set forth

in, the provisions of this Section 10, shall indemnify against all liabilities actually and

reasonably incurred by such person any person who is or was an employee of the

Corporation and who is or was involved in any manner (including, without limitation, as a

party or a witness) or is threatened to be made so involved in any threatened, pending or

completed proceeding by reason of the fact that such employee is or was serving as an

officer or as a director of another corporation (or in a capacity equivalent to that of a

director or officer for any partnership, joint venture, trust, limited liability company or

other enterprise) at the written request of the Chief Executive Officer following a

determination that service by the employee in such position serves an essential purpose of

the Corporation and is advisable and in the best interests of the Corporation.

Section 11—Miscellaneous

11.1 Amendments. These Bylaws may be amended, repealed, or changed at any regular or

special meeting of the Board by the affirmative vote of a majority of the members of the

Board present at any such meeting, provided that notice containing the general effect and

intent of the proposed amendments has been given to all members of the Board at least 10

days prior to such meeting.

11.2 Subject to Law and Congressional Charter. All powers, authority and responsibilities

provided for in these Bylaws, whether or not explicitly so qualified, are qualified by the

provisions of the Congressional Charter and applicable laws.

11.3 Board Resolutions and Policies. The Board may from time to time adopt policies of the

Corporation not inconsistent with the Congressional Charter or these Bylaws. These

policies shall be part of the overall Corporate Policies and Regulations. The policies shall

be set forth in Board resolutions or such other policy document and the official version

shall be kept in the custody of the Secretary. The Chief Executive Officer, or his or her

Reflects Board Actions through March 7, 2019

designee, shall communicate all statements of purpose adopted by the Board, including the

Mission and Strategic Plan of the American Red Cross, throughout the Corporation.

11.4 Management Policies and Regulations. The Board delegates to the Chief Executive

Officer, or his or her designee, the authority to promulgate subordinate written directives,

policies and regulations of the Corporation not inconsistent with the Congressional Charter,

these Bylaws, or any other action, resolution, or policy of the Board. These Management

Policies and Regulations shall be part of the overall Corporate Policies and Regulations.

The Board delegates to the Chief Executive Officer, or his or her designee, the authority to

develop processes and procedures to enforce Management Policies and Regulations and

secure compliance with said policies and to take any remedial or corrective action deemed

appropriate and not inconsistent with the Congressional Charter, these Bylaws, or any other

action, resolution, or policy of the Board.

11.5 Fiscal Year. The fiscal year of the Corporation, including for the avoidance of doubt the

fiscal year of each Chapter, shall commence and end on dates fixed from time to time by

resolution of the Board.

11.6 Corporate Policies and Regulations. The Corporation, including each Chapter, other

unit, department, office and division of the Corporation, and the officers, directors,

employees, volunteers, agents, and representatives thereof shall comply fully with all

applicable provisions of Corporate Policies and Regulations.

11.7 Dissolution. All the assets and net earnings of the Corporation are irrevocably dedicated

to charitable purposes and no interest therein shall ever inure to the benefit of any member

of the Board, officer, member, or private person or entity. In the event of dissolution the

corporate assets shall be transferred for charitable purposes to such entity as may be

designated by the Congress of the United States.

11.8 Seal. The corporate seal shall be in such form as the Board shall approve. The seal may

be used by causing it or a facsimile thereof to be impressed or affixed or otherwise

reproduced.

Section 12—Emergency Bylaw

12.1 This Emergency Bylaw shall automatically become effective and operative upon an

Emergency and shall remain in effect until it is practical for a normally constituted Board

to resume governing and directing, and of overseeing the management of the business and

affairs of, the Corporation.

12.2 In the event this Emergency Bylaw shall become effective, the business of the Corporation

shall continue to be governed and directed, and the management of the business and affairs

of the Corporation shall continue to be overseen, by those members of the Board in office

at the time an Emergency arises and who are available to act during the Emergency. If

fewer than three such members of the Board are available to act, additional members of the

Board, in whatever number necessary to constitute a Board of three governors, shall be

selected automatically from the first available officers or senior-most employees.

Reflects Board Actions through March 7, 2019

12.3 For the purposes of Sections 12.2 and 12.4(c), a member of the Board shall be deemed

unavailable to act if he or she shall fail to attend a Board meeting called in the manner

provided in Section 12.4(a). This Section 12.3, however, shall not affect in any way the

right of a governor in office at the time an Emergency arises to continue as a member of

the Board.

12.4 The Board shall be governed by the following basic procedures and shall have the

following specific powers and authority in addition to all other powers and authority which

it would otherwise have:

(a) meetings of the Board may be called by any governor, or by the first available

officer or employee in the order provided in the emergency succession list referred

to in Section 12.2, by mailing to all members of the Board written notice thereof at

their residence or place of business at least two days before the meeting and by

using other reasonably available means of communication in an effort to contact

each member of the Board;

(b) in all cases, three governors shall constitute a quorum, which may act by majority

vote;

three, additional members of the Board, in whatever number is necessary to

constitute a Board of three governors, shall be selected automatically from the first

available officers or employees in the order provided in Section 12.2;

(d) additional members of the Board, beyond the minimum number of three governors,

but not more than three additional governors, may be elected from any officers or

employees in the order provided in Section 12.2;

(e) any members of the Board, other than a governor in office at the time an Emergency

arises, may be removed by a majority vote of the Board;

(f) the Board may establish any additional procedures and may amend any of the

provisions of this Section 12 concerning the interim governance and directing, and

oversight of the management and affairs of, the Corporation in an Emergency if it

considers it to be in the best interests of the Corporation to do so, except that it may

not change Sections 12.3 or 12.4(e) in any manner which excludes from

participation any person who was a governor in office at the time an Emergency

arises; and

(g) to the extent that it considers it practical to do so, the Board shall govern and direct,

and oversee the management and affairs of, the Corporation during an Emergency

in a manner which is consistent with the Congressional Charter and these Bylaws.

It is recognized, however, that it may not always be practical to act in this manner

in an Emergency. Accordingly, this Emergency Bylaw is intended to empower and

hereby empowers the Board with the maximum authority possible under all

applicable laws, including 36 U.S.C. §§ 300104(g)(1)(B) and (g)(2), to conduct the

interim governance and directing, and oversight of the management and affairs of,

the Corporation in an Emergency in what the Board considers to be in the best

interests of the Corporation.

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