(h) To take and hold such property, real or personal, and to invest and keep invested and receive and apply the income of such funds, and to construct and maintain such buildings or establishments, as shall be deemed necessary to prosecute and develop the purposes of the corporation, or any of them.

(i) To do and perform all lawful acts or things necessary or proper in the judgment of the trustees to promote the objects of the corporation.

With full power, however, to the trustees hereinafter named, and their successors, from time to time, to modify the conditions and regulations under which the work shall be carried on, and the particular purposes to which the income shall be applied, so as to secure the application of the funds in the manner best adapted to the conditions of the time: Provided, That the purposes of the corporation shall at all times be among the foregoing or kindred thereto.

SECTION 3. That the management and direction of the affairs of the corporation and the control and disposition of its property and funds shall be vested in a board of trustees, twenty-eight in number, to be composed of the following individuals: Robert S. Brookings, Thomas Burke, Nicholas Murray Butler, John L. Cadwalader, Joseph H. Choate, Cleveland H. Dodge, Charles W. Eliot, Robert A. Franks, Arthur William Foster, John W. Foster, Austen G. Fox, William M. Howard, Samuel Mather, Andrew J. Montague, George W. Perkins, Henry S. Pritchett, Elihu Root, Jacob G. Schmidlapp, James Brown Scott, James L. Slayden, Albert K. Smiley, Oscar S. Straus, Charles L. Taylor, Charlemagne Tower, Andrew D. White, John Sharp Williams, Robert S. Woodward, Luke E. Wright, who shall constitute the first board of trustees. Vacancies caused by death, resignation, or otherwise shall be filled by the remaining trustees in such manner as shall be prescribed from time to time by the by-laws of the corporation. The persons so elected shall thereupon become trustees and also members of the corporation.

SECTION 4. That the principal office of the corporation shall be located in the District of Columbia, but offices may be maintained and meetings of the trustees and committees thereof may be held elsewhere, as provided by the by-laws of the corporation.

SECTION 5. That the board of trustees shall be entitled to take, hold, and administer any securities, funds or property which may at any time be given, devised, or bequeathed to them or to the corporation for the purposes of the trust; with full power from time to time to adopt a common seal, to appoint such officers and agents, whether members of the board of trustees or otherwise, as may be deemed necessary for carrying on the business of the corporation, at such salaries or remuneration as the trustees may deem proper; with full power to adopt by-laws and such rules or regulations as shall be deemed necessary to secure the safe and convenient transaction of the business of the corporation; and full power and discretion to invest any principal and

deal with and expend the income of the corporation in such manner as in the judgment of the trustees will best promote the objects hereinbefore set forth; and, in general, to have and use all the powers and authority necessary and proper to promote such objects and carry out the purposes of the corporation. The trustees shall have power to hold as investments any securities given, assigned, or transferred to them or to the corporation by any person, persons, or corporation, and to retain such investments, and to invest any sums or amounts from time to time in such securities and in such form and manner as may be permitted to trustees or to charitable or literary corporations for investment according to the laws of the States of New York, Pennsylvania, or Massachusetts, or any of them, or in such securities as may be authorized for investment by any deed of trust, or by any act or deed of gift or last will and testament.

SECTION 6. That all personal property and funds of the corporation held, or used, for the purposes thereof, pursuant to the provisions of this Act, whether of principal or income, shall, so long as the same shall be so used, be exempt from taxation by the United States or any Territory or District thereof: Provided, That such exemption shall not apply to any property, principal or income, which shall not be held or used for the purposes of the corporation.

SECTION 7. That the services of the trustees, when acting as such, shall be gratuitous, but the corporation may provide for the reasonable expenses incurred by the trustees in attending meetings or otherwise in the performance of their duties.

SECTION 8. That Congress may from time to time alter, repeal, or modify this Act of incorporation, but no contract or individual right made or acquired shall thereby be divested or impaired.

BY-LAWS OF THE ASSOCIATION

ADOPTED MARCH 9, 1911

ARTICLE I

THE TRUSTEES

SECTION 1. Pending the incorporation of the trustees, the business of the Trust shall be conducted by the trustees as an unincorporated association, and shall be managed and controlled by the board of trustees, which shall consist of twenty-eight members, who shall hold office continuously and not for a stated term.

The name of the association shall be "Carnegie Endowment for International Peace."

SECTION 2. Vacancies in the board of trustees shall be filled by the trustees, by ballot, by a vote of two-thirds of the trustees present at a meeting. No person shall be elected, however, who shall not have been nominated, in writing, by some member of the board of trustees twenty days before an annual or special meeting. A list of the persons so nominated, with the names of the proposers, shall be mailed to each member of the board of trustees twenty days before a meeting, and no other nomination shall be considered except by the unanimous consent of the trustees present.

SECTION 3. In case any trustee shall fail to attend three successive annual meetings of the board, he shall thereupon cease to be a trustee.

such.

SECTION 4. No trustee shall receive any compensation for his services as

ARTICLE II

MEETINGS

SECTION 1. The principal office of the association shall be in the City of Washington, in the District of Columbia. The annual meeting of the board of trustees shall be held on the second Thursday of December in each year.1

SECTION 2. Special meetings of the board may be called by the executive committee at such place as the committee shall determine, by notice served per

1See Amendment I, page 14.

sonally upon or mailed to the usual address of each trustee, twenty days prior to the meeting, as the names and addresses of such trustees appear upon the books of the association.1

SECTION 3. Special meetings shall be called by the president in the same manner upon the written request of seven members of the board.

SECTION 4. A majority of the trustees shall constitute a quorum.

SECTION 5. The order of business at the annual meeting of the board of trustees shall be as follows:

1. Calling the roll.

2. Reading of the notice of the meeting.

3. Reading of the minutes of the last annual or special meeting.

4. Reports of officers.

5. Reports of committees.

6. Election of officers and trustees.

7. Miscellaneous business.

ARTICLE III

OFFICERS

SECTION 1. The officers of the association shall be a president and a vicepresident, who shall be elected from the members of the board by ballot annually. There shall also be a secretary elected from the members of the board, who shall serve during the pleasure of the board, and a treasurer, who may or may not be a member of the board, who shall be elected by the board and serve during the pleasure of the board.

ARTICLE IV

THE PRESIDENT

SECTION 1. The president shall be the presiding officer of the association and chairman, ex officio, of the executive committee. He shall preside at all meetings of the board or the executive committee, and exercise the usual duties of a presiding officer. He shall have general supervision of all matters of administration and of all the affairs of the association.

SECTION 2. In the absence or disability of the president, his duties shall be performed by the vice-president.

ARTICLE V

THE SECRETARY

SECTION 1. The secretary shall be the chief administrative officer of the association and, subject to the authority of the board and the executive com

'See Amendment II, page 14.

mittee, shall have immediate charge of the administration of its affairs and of the work undertaken by it or with its funds. He shall devote his entire time to the work of the association. He shall prepare and submit to the board of trustees and to the executive committee plans, suggestions and recommendations for the work of the association, shall carry on its correspondence, and generally supervise the work of the association. He shall sign and execute all instruments in the name of the association when authorized to do so by the board of trustees or by the executive committee or the finance committee. He shall countersign all cheques, orders, bills or drafts for the payment of money, and shall perform the usual duties of a secretary and such other duties as may be assigned to him by the board or the executive committee.

SECTION 2. He shall be the legal custodian of all property of the association whose custody is not otherwise provided for. He shall submit to the board of trustees, at least thirty days before its annual meeting, a written report of the operations and business of the association for the preceding fiscal year, with such recommendations as he shall approve.

SECTION 3. He shall act, ex officio, as secretary of the board of trustees and of the executive committee, and shall have custody of the seal and affix the same when directed so to do by the board, the executive committee or the finance committee.

SECTION 4. An assistant secretary may be appointed by the executive committee to perform the duties or exercise the powers of the secretary, or some part thereof.

ARTICLE VI

THE TREASURER

SECTION 1. The treasurer shall have the care and custody of all funds and property of the association as distinguished from the permanent invested funds and securities, and shall deposit the same in such bank, trust company or depository as the board of trustees or the executive committee shall designate, and shall, subject to the direction of the board or the executive committee, disburse and dispose of the same, and shall perform the usual duties incident to the office of treasurer. He shall report to each meeting of the executive committee. He shall keep proper books of account of all moneys or disposition of property received and paid out on account of the association, and shall exhibit the same when required by the executive committee, the finance committee or any officer of the association. He shall submit a report of the accounts and financial condition of the association, and of all moneys received or expended by him, at each annual meeting of the association. He may be required to give a bond for the faithful discharge of his duties, in such sum as the executive committee may require.