By-Laws


(As Amended June 28, 2015) 
 

Article I - Organization, Objectives and Definitions

Section 1. Name and Organization
Section 2. Objectives
Section 3. Office Locations
Section 4. State and Local Tax Disciplines
Section 5. Definitions

Article II - Membership


Section 1. Membership Generally
Section 2. Regular Members
Section 3. Affiliate Members
Section 4. Associate Members
Section 5. Honorary Members
Section 6. Retired Members
Section 7. Academic Members
Section 8. Voting Rights
Section 9. Successor Membership
Section 10. Expulsion and Suspension of Members
Section 11. Fees and Dues

Article III - Annual Meeting of Members


Section 1. Annual Meeting
Section 2. Notice of Meetings
Section 3. Quorum
Section 4. Proxies
Section 5. Nominations, Elections
Section 6. Manner of Holding Election

Article IV - Board of Governors


Section 1. Powers
Section 2. Number and Term
Section 3. Eligibility to Serve; Composition of The Board
Section 4. Vacancies
Section 5. Meetings of the Board of Governors
Section 6. Notice
Section 7. Quorum
Section 8. Changes in Employment/Disqualification

Article V - Officers


Section 1. Number, Selection and Term of Office
Section 2. Vacancies
Section 3. President
Section 4. Vice President
Section 5. Executive Director
Section 6. Bonds

Article VI - Funds


Section 1. Creation
Section 2. Operation

Article VII - Amendments



Section 1. Procedure
Section 2. Contents
Section 3. Membership Status Preserved

Article VIII - Committees


Section 1. Committee on Professional Ethics
Section 2. Other Committees
Section 3. CMI Professional Designation Committees

Article IX - Fiscal Year


Article X - Waiver of Notice


Article XI - Code of Ethics


Article XII - Affiliated Groups


Article XIII - Dissolution 


By-Laws: Article I Organization, Objectives and Definitions

   

Section 1. Name and Organization. The name of this organization shall be the Institute for Professionals in Taxation. This Institute is organized as a not-for-profit corporation under the laws of the District of Columbia.

Section 2. Objectives. The Institute is dedicated to fostering and promoting uniform and equitable administration of state and local taxation. In furtherance of this principle, the Institute shall promote the education and professionalism of its members; promote the collection and exchange of useful information and assistance among its members; cooperate with governmental bodies in improving state and local tax administration; establish and promote high standards of competence and efficiency in tax management; review and disseminate information on existing and proposed state and local tax legislation, regulation and administrative action; inform the general public on matters relating to state and local taxation and public finance, and promote the study of state and local taxation by encouraging research and conducting conferences and symposiums. No part of the net earnings of the Institute shall inure to the benefit of any member or individual. No substantial part of the activities of the Institute shall be the carrying on of propaganda or attempting to influence legislation. The Institute shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office.

Section 3. Office Locations. The principal office of the Institute shall be at such place as the Board of Governors from time to time shall determine. The Institute may have such other office or offices as the Board of Governors of the Institute may determine from time to time.

Section 4. State and Local Tax Disciplines. The Institute shall pursue its objectives in the disciplines of ad valorem taxation, sales and use taxation, state and local income taxation, value added taxation, and such other state and local tax disciplines as may be prescribed by the Board of Governors.

Section 5. Definitions. As used in these By-Laws, the following terms have the meanings indicated:
(a) "Affiliated" as used with reference to two or more businesses means that one of the businesses owns, directly or through other entities, a majority of the equity interest in each of the other businesses, or is a franchisor of the other business or businesses. All businesses not meeting this test are "unaffiliated."
(b) "Business" means, without limitation, profit and non-profit corporations, trusts, business trusts, partnerships, limited liability companies, and sole proprietorships. "Business" does not include any governmental body, official, or agency, or any entity which is owned or controlled by one or more governmental bodies, officials, or agencies.
(c) "Consultant" means a natural person whose employer provides tax-related legal, accounting, appraisal, audit, tax compliance or planning, or other tax-related services or products to persons who are not affiliated with the employer. The term “consultant” also includes a natural person who provides tax-related credits and incentives services to his employer or to persons not affiliated with the employer.
(d) "Designated Member" means a member who has fulfilled the requirements established by the Board of Governors for designation as a Certified Member of the Institute (CMI) or Certified Credits and Incentives Professional (CCIP) and who holds such designation.
(e) "Employment," "employer," and "employee" refer to the affiliation of a natural person with a business or another person as a wage earner, owner, part owner, partner, or other principal.
(f) "Good Standing" with reference to a member of the Institute means that the member is current in the payment of dues and that such member has not been found in violation of these By-Laws or the Institute Code of Ethics.
(g) "Office" includes all positions on the Board of Governors. However, only the President, First Vice President, and Second Vice President are "Officers."
(h) "Person" means and includes natural persons, businesses as defined herein, and governmental bodies, officials and agencies.

 

By-Laws: Article II Membership

 

Section 1. Membership Generally.(a) Except as otherwise provided in these By-Laws, membership in the Institute shall be available to any employee of a business whose duties include managing or administering the state or local tax obligations, or value added tax obligations, of the business or who is engaged in providing such tax-related services to other businesses. Membership is also available to any employee of a business whose duties include managing or administering tax-related credits and incentives for the business or who is engaged in providing such tax-related services to other businesses. Applicants shall specify the tax discipline in which membership is sought, or shall specify credits and incentives membership, and shall identify the membership category, enumerated in Sections 2 through 7 of this Article, for which application is made.  Membership shall be effective as of the date admission to membership has been approved by the Board of Governors and the required dues have been paid. The Board of Governors shall be the final judge of qualifications for membership, and may by majority vote reject any application for membership for any reason.
(b) Membership in the Institute shall not be available to any person who personally represents a governmental entity or official against the interests of any business on an issue involving the levy, assessment, or collection of taxes, and shall not be available to any person, other than a Retired or Honorary Member, who serves as a hearing officer, master, member of a review board, or in a similar position, however denominated, in the consideration or determination of any appeal or other dispute over the taxation of a business, a business transaction, or business property, unless the affected business has consented in writing to such representation, consideration, or determination. For purposes of this subsection a person "personally represents" a governmental entity or official if such person serves as a governmental official or is an employee of or provides services to a governmental entity or official. The restriction on representation of governmental entities and officials as provided in this subsection does not apply to representation which consists of preparation and support of an independent fee appraisal in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP), or to representation which consists of the provision of services, other than the derivation of assessments, that pertain to the general body of taxpayers rather than to any specific taxpayer or taxpayers.

Section 2. Regular Members. (a) Subject to subsection (b), Regular Membership is available to an employee of a business who has responsibility for managing or administering the state or local tax obligations, or value added tax obligations, of the business or of one or more affiliated businesses, unless the employee is a consultant.
(b) No employee of a business shall be eligible for Regular Membership in an Institute discipline if an employee of the same business already holds a Regular Membership in the same discipline.

Section 3. Affiliate Members.  Affiliate membership shall be available to any consultant who meets the general membership requirements of Article II, Section 1.

Section 4. Associate Members. Associate Membership shall be available to any person who meets the general membership requirements of Article II, Section 1 and who is an employee of a business which employs a Regular or Affiliate Member.

Section 5. Honorary Members. All past presidents shall automatically be Honorary Members immediately following the expiration of their term in office as president. Honorary Membership may also be conferred by the affirmative vote of two-thirds of the Board of Governors on those individuals who have made extraordinary contributions to the Institute or the fields of public finance or state and local taxation. Subject to Article II, Section 9, Honorary Membership is conferred for life. An Honorary Member need not satisfy the employment requirements of Article II, Section 1(a).

Section 6. Retired Members. Retired Membership, upon application duly made, shall be available to any person who has been a member of the Institute, upon verification by the Executive Director of the Institute that such person can no longer meet the general membership requirements of Article II, Section 1(a) because of retirement or termination of employment. Annual dues for Retired Members shall not exceed the dues of Associate Membership.

Section 7. Academic Members. Subject to the provisions of Article II, Section 1(b) of these By-Laws, Academic Membership, upon application duly made, shall be available to any professor, teacher or student in good standing employed by or enrolled in any academically certified college or university who has a professional interest in public finance or state and local taxation and who is not eligible for membership as a Regular, Affiliate or Associate Member. Unless otherwise terminated by resignation or non-compliance with these By-Laws, an Academic Membership shall conclude upon the termination of such member’s affiliation with an academic institution.

Section 8. Voting Rights. The right to vote is reserved only to members in good standing who are Regular Members or Honorary Members, and to Associate and Affiliate Members in good standing while serving on the Board of Governors. A member who holds more than one Regular Membership, or who holds one or more Regular Memberships and an Honorary Membership, shall be entitled to vote once for each such membership.

Section 9. Successor Membership. Whenever the dues of a member were paid by the member’s employer, and the member resigns, retires or otherwise vacates his or her position during the period for which the member’s dues have been paid, the business by which he or she was employed may designate another employee to hold that membership (other than Honorary Membership) by notice to the Institute in the manner and within the time prescribed by policies of the Board of Governors.  In the event the member vacating the employment position is a Regular Member, the membership status of any Associate Members of the employer will be preserved pending such timely notice to the Institute.

Section 10. Expulsion and Suspension of Members. Failure of a member to pay dues before they become delinquent, or any violation of any provision of these By-Laws, or the Code of Ethics, will subject a member to expulsion or suspension from membership in accordance with rules and regulations adopted by a majority vote of the Board of Governors.

Section 11. Fees and Dues. Initiation fees and membership dues shall be determined by majority vote of the Board of Governors. Annual Dues shall be due on the first day of the calendar year.

 

By-Laws: Article III Annual Meeting of Members

 
Section 1. Annual Meeting.  The annual meeting of the Institute shall be held at such time and place as the Board of Governors shall designate, for the purpose of electing the officers and the members of the Board of Governors whose terms expire and for the transaction of such other business as may come before the meeting.
 
Section 2. Notice of Meetings.  Notice stating the place, day and hour of the annual meeting shall be given not less than fifty (50) days before the date of the annual meeting by the Executive Director of the Institute at the direction of the Board of Governors to all members in good standing. Such notice may be given in any of the following manners:

(a) by first class United States mail, postage prepaid, addressed to each member at the member's address as it appears on the records of the Institute; or
(b) by facsimile transmission, email or any other electronic means, directed to each member at the member's telefax number or email address as it appears on the records of the Institute; or
(c) within the body of the Institute's monthly tax reports or membership newsletters.
Depending upon the method of notice utilized, such notice shall be deemed to be given:

(d) when deposited in the United States mail; or
(e) when transmitted by telefax, email or by any other electronic means; or
(f) when transmitted within the body of the Institute's monthly tax reports or membership newsletters.
 
Section 3. Quorum.  The attendance either in person or by proxy, of at least 25 members in good standing entitled to vote shall constitute a quorum at any meeting of the members of the Institute. If a quorum is present, the affirmative vote of a majority of such members entitled to vote shall be the act of the members. Officers and other members of the Board of Governors shall be elected by a plurality vote. 

Section 4. Proxies. Each member in good standing entitled to vote at a meeting of the members of the Institute may authorize another member to act for him by written proxy. 
  
Section 5. Nominations, Elections. (a) The President shall appoint each year, not later than ninety (90) days prior to the annual meeting of members, a Nominating Committee, consisting of seven (7) voting members in good standing, no more than two of whom may be consultants, and none of whom may be members of the Board of Governors, except that the most recent Past President may serve on this Committee. The Nominating Committee shall select not less than one name from among the members in good standing as a candidate for each office and place on the Board of Governors to be filled at the annual meeting. The provisions of Article IV, Section 3 shall be observed in making such selections. The Nominating Committee shall report such nomination to the Board of Governors no later than seventy (70) days prior to the annual meeting, and the Executive Director shall include such list of nominees in the notices of the annual meeting. Additional nominations may be made from the floor at the annual meeting by any voting member in good standing, provided that such member shall have given to the Executive Director, no less than thirty (30) days prior to the annual meeting, a nominating petition, signed by at least ten (10) voting Members in good standing, containing the names of the proposed nominees and the position for which each nominee is nominated. A consultant may be nominated from the floor only to fill an office for which the Nominating Committee selected a consultant. If there is more than one nominee for any officer position, the nominees for such position shall run against each other and the nominee who receives the highest number of votes for any such position shall be elected. In the event that there are more nominees for the other positions on the Board of Governors than available positions, all the nominees for such other positions shall run at large and the nominees who receive the highest numbers of votes for the available positions will be elected.


(b) In the event of a change in the employment affiliation or eligibility for office of one or more nominees or existing Board members such that election of the nominees proposed by the Nominating Committee will result in a violation of Article IV, Section 3, or if a nominee proposed by the Nominating Committee is otherwise unwilling or unable to serve in the office for which he or she was nominated, the Nominating Committee shall reconvene as soon as practicable prior to the election for such office and revise its list of nominees as required to fill all Board positions and avoid such a violation, notwithstanding anything to the contrary in subsection (a). In the event of vacancies on the Nominating Committee or members of such Committee are otherwise unable to serve as required by this subsection, the President shall appoint voting members in good standing to fill such positions, consistently with subsection (a). The Nominating Committee shall report its revised list of nominees to the President, who shall report it to the membership at or prior to the annual meeting. The revised list shall for all purposes replace the Nominating Committee's previous list. 
 
Section 6. Manner of Holding Election.  The manner of holding elections, including the forms to be used, the method of voting, the counting of ballots, and the policies and procedure pertaining thereto, shall be prescribed by the Board of Governors. 



By-Laws: Article IV Board of Governors

   

Section 1. Powers. The affairs and property of the Institute shall be managed by its Board of Governors, who may adopt such policies not inconsistent with these By-Laws, and do all such lawful acts as it may deem proper or convenient for the accomplishment of the purposes of the Institute.

Section 2. Number and Term. The Board of Governors shall consist of the President and the First and Second Vice Presidents of the Institute, who shall hold office for a term of one year, which shall be concurrent with their terms as officers of the Institute; the most recent Past President of the Institute, who shall hold office for a term of one year immediately following the expiration of his or her term as President; and nine additional Governors elected by the Members of the Institute entitled to vote. Such nine Governors shall be divided into three classes, each of which shall consist of three Governors. At each annual election of Governors a class of Governors shall be elected for a term of three years, such that the term of office of one class of Governors shall expire in each year. Except as provided in Sections 3 and 4, each Governor shall hold office until his or her successor is elected and shall have qualified.

Section 3. Eligibility to Serve; Composition of the Board. 
(a) Any member in good standing who is a Regular Member, Honorary Member, or Designated Member who is an Associate or Affiliate Member shall be eligible to serve on the Board of Governors.
(b) No more than five consultants may serve on the Board simultaneously, provided there are members eligible and willing to serve whose election or appointment is consistent with this limitation.  However, except as provided in subsection (c), this limitation shall not prevent a Governor who becomes a consultant while serving on the Board from completing his or her term of office.
(c) At no time shall there be more than one (1) person from any one business on the Board of Governors. If a change in the employment affiliation of any Governor results in a violation of this limitation, or if a Governor accepts employment which disqualifies him or her from membership in the Institute, or if a Governor becomes ineligible to hold office due to a lack or loss of designation which is a condition of his or her eligibility to serve, such Governor’s position on the Board shall immediately become vacant.

Section 4. Vacancies. Whenever a vacancy shall occur on the Board of Governors, the President may appoint any member, consistently with Section 3, to fill the vacancy for the remainder of the term of office.

Section 5. Meetings of the Board of Governors. Meetings of the Board of Governors shall be held at such times and locations as the Board of Governors shall prescribe, provided that there shall be at least one such meeting during the twelve months following the annual meeting of the members; and provided further, that a meeting of the Board of Governors may be called by the President of the Institute or upon the request in writing of any six (6) members of the Board of Governors.

Section 6. Notice. Notice stating the place, day, hour and purpose of any meeting of the Board of Governors shall be given to all members of the Board at least ten (10) days prior thereto by the Executive Director at the direction of the person or persons calling the meeting. Such notice may be given personally or by telephone, or by mail or facsimile or by any electronic means sent to each member at such member’s address as it appears on the records of the Institute. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid.

Section 7. Quorum. For purposes of transacting the business of the Institute, a quorum of the Board shall consist of six (6) members. If a quorum is present, the affirmative vote of a majority of the members of the Board present at a meeting shall be the act of the Board, unless a greater number is required by these By-Laws.

Section 8. Changes in Employment/Disqualification. Except as otherwise provided in Section 3, whenever any officer or other member of the Board of Governors, or any committee chair, shall vacate the employment position which made him or her eligible for membership in the Institute, such person’s membership status shall be preserved and such person shall retain the office or position he or she holds in the Institute for a period of sixty (60) days thereafter, whereupon such person’s membership (other than an Honorary Membership) shall terminate, and the office or other position he or she holds shall become vacant, unless during said period such member has requalified for membership and eligibility for such office or position in the Institute.

By-Laws: Article V Officers

 
Section 1. Number, Selection and Term of Office. The officers of the Institute shall be a President, a First Vice President and Second Vice President, who shall be elected by the members entitled to vote at the annual meeting of members, and who shall hold office for a term of one year or until their respective successors are elected and have qualified. The Board of Governors shall select an Executive Director who shall serve at the pleasure of the Board. Except as otherwise provided herein, the Board of Governors shall prescribe the duties of the officers and fix the compensation of the employees.

Section 2. Vacancies. Whenever a vacancy shall occur in the offices of any Vice President, the President may appoint any member of the Board of Governors to fill said vacancy for the unexpired term of office. If there is a vacancy in the office of the President, the First Vice President (and if he or she should be absent or unable to act, then the Second Vice President) shall immediately succeed to the Presidency.  In the event of concurrent vacancies in the offices of the President and both Vice Presidents, the Board of Governors shall, consistently with Article IV, Section 3, appoint members to fill said vacancies for the unexpired term.

Section 3. President. The President shall be the Chairman of the Board of Governors and preside at all meetings of members and of the Board. The President shall sign all necessary instruments in the name of the Institute. The President shall appoint the chairs of all committees, and shall appoint other committee members in consultation with the respective chairs thereof. Except for the Nominating Committee, the President’s appointments of committee chairs and members shall be subject to the approval of the Board of Governors. The President shall perform such other duties as may, from time to time, be assigned to him or her by the Board of Governors.

Section 4. Vice President. Each Vice President shall assist the President in the discharge of his or her duties as the President may direct and shall perform such other duties as from time to time may be assigned to them by the Board of Governors. During the absence or inability to act of the President, the First Vice President (and if he or she should be absent or unable to act, then the Second Vice President) shall assume all the duties and powers of the President.

Section 5. Executive Director. The Executive Director shall have the general administration of the affairs of the Institute, subject to the approval of the Board of Governors. The Executive Director shall annually prepare a budget for the Institute and upon its approval by the Board of Governors shall have authority to spend the sums appropriated. The Executive Director shall be responsible for all funds, securities and legal instruments of the Institute and for their safekeeping and may, subject to the approval of the Board of Governors, determine the place and manner of depositing and safekeeping of such funds, securities and legal instruments. The Executive Director shall be responsible for keeping the accounting records of the Institute and the preparation of financial statements in such form and in accordance with such procedure as may be required by the Board of Governors. The Executive Director shall give notice and keep minutes of all meetings, have custody of the records of the Institute and attest all necessary instruments. The Executive Director may appoint and discharge any employees or subordinates, prescribe their duties, and fix their compensation within the limits provided in the approved budget, and may enter into such agreements in behalf of the Institute as will permit the Executive Director to perform the duties entrusted to him or her.

Section 6. Bonds. The Executive Director and any other officer, agent or employee of the Institute designated by the Board of Governors, shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Governors shall determine. The cost of such bonds shall be paid by the Institute.


 


By-Laws: Article VI Funds.

 
Section 1. Creation. Funds of the Institute shall consist of a General Operating Fund and an Institute Education Fund, both subject to separate accounting. Use of the Institute Education Fund shall be devoted to a program of education and development of the profession.

Section 2. Operation. The Board of Governors shall prescribe by resolution a method of handling, operating and controlling the General Operating Fund and the separate Institute Education Fund.


 

By-Laws: Article VII  Amendments.


Section 1. Procedure. These By-Laws may be amended, altered or repealed only by the affirmative vote of a majority of the voting members in good standing represented in person or by proxy at any annual meeting of the Institute at which a quorum is present, provided that notice of any proposed amendment shall have been given to all voting members prior to such meeting as provided herein.  Amendments may be proposed either by initiatory petition signed by not less than five percent (5%) of the voting membership, or by resolution of the Board of Governors. Such petition or resolution shall be given no later than sixty (60) days prior to the annual meeting to the Executive Director, who shall include such proposed amendments in the notice of the annual meeting.  The By-Laws may not be amended, altered or repealed by the Board of Governors without approval of the voting membership as set forth in this section.

Section 2. Contents. The By-Laws may contain any provisions for the regulation and management of the affairs of the Institute not inconsistent with law.

Section 3. Membership Status Preserved. Notwithstanding anything to the contrary in these By-Laws, the amendments to these By-Laws adopted as of June 28, 2015 shall not prevent any member who is a Regular Member as of such date from continuing such Regular Membership, or prevent such a Regular Member’s employer from exercising the rights conferred in Article II, Section 9.


 

By-Laws: Article VIII  Committees.


Section 1. Committee on Professional Ethics. There shall be a standing committee known as the Committee on Professional Ethics which shall consider all matters of professional ethics and conduct brought to its attention in accordance with rules and procedures adopted by the Board of Governors.  The Committee shall consist of a chair and six (6) Regular Members of the Institute in good standing, none of whom shall be members of the Board of Governors, and no more than two of whom shall be consultants. The chair shall be appointed by the President, subject to the approval of the Board of Governors, to serve for a two (2) year term, but shall at all times be eligible for reappointment, provided only that he or she is not a member of the Board of Governors and is a Regular Member of the Institute in good standing. The remaining members of the Committee on Professional Ethics shall be appointed by the President, subject to the approval of the Board of Governors, for three-year terms such that the terms of two members shall expire each year. Vacancies in the membership of the Committee shall be filled by the President, subject to the approval of the Board of Governors. The chair and members of the Committee may be reappointed but may serve a maximum of two consecutive terms. The Committee shall keep minutes of its proceedings and shall report the same to the Board when required.

Section 2. Other Committees. The Board of Governors, by resolution, may provide for such other standing or special committees as it deems desirable, and discontinue the same at its pleasure.  Each committee shall have such powers and perform such duties, not inconsistent with law, as may be assigned to it by the Board of Governors.

Section 3. Professional Designation Committees. No business shall have more than one employee appointed to the CCIP Committee or any one CMI Committee. Nothing herein precludes a business from having employees appointed to two or more CMI Committees, or to the CCIP Committee and one or more CMI Committees, provided no two or more such employees may be appointed to the same Committee. An individual who is a member of the CCIP Committee or a CMI Committee shall, upon a change of employment to another business, be deemed to have submitted a resignation from the Committee. The President may reappoint that individual to the Committee if doing so would not conflict with the one employee-per business-per Committee stricture set forth in this Section 3.  No person may be appointed to a CMI Committee unless such person holds a CMI designation in the relevant tax discipline, and no person may be appointed to the CCIP Committee unless such person holds the CCIP designation. For example, only individuals holding the Sales Tax CMI designation may be appointed to the Sales Tax CMI Committee.


 

By-Laws: Article IX  Fiscal Year.

 
  
The fiscal year of the Institute shall be fixed by resolution of the Board of Governors.


By-Laws: Article X Waiver of Notice. 

  
Whenever any notice is required to be given under the provisions of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, shall be deemed equivalent to giving such notice.

By-Laws: Article XI Code of Ethics


The Board of Governors by majority vote shall adopt a Code of Ethics, which the entire membership of the Institute individually and collectively shall observe in all respects and at all times. Said Code of Ethics may be altered, amended or repealed by majority vote of the Board of Governors. 


By-Laws: Article XII Affiliated Groups



The Board of Governors may by resolution authorize the formation of or establish affiliated groups for the purpose of encouraging and promoting uniform and equitable administration of state and local taxation and for other purposes not inconsistent with the policies and objectives of the Institute. The Board may grant affiliated groups such powers and responsibilities as it determines appropriate. 


By-Laws: Article XIII Dissolution

Upon the dissolution and winding up of the Institute, the net assets, if any, remaining after the payment of, or provision for, all debts, obligations and liabilities of the Institute shall be paid over, transferred and delivered to such not-for-profit organization having educational purposes substantially similar to the educational purposes of the Institute as designated by the Board of Governors of the Institute. In no event shall any of the property or assets of the Institute be paid over, transferred, or delivered to, or inure to the benefit of, any member or individual.