(A corporation organized under the Illinois Nonprofit Corporation Act)
As amended May 8, 2026
(PDF)
ARTICLE ONE - ORGANIZATION
1. The name of this organization shall be The International Focusing Institute (abb. TIFI).
2. The organization may change its name at any time by a decision of the board members.
3. The International Focusing Institute is organized under and shall operate as an Illinois Not For Profit Corporation and shall have such powers as are now granted by the Illinois General Not For Profit Corporation Act of 1986 or as may hereafter be granted by legislation of the State of Illinois.
4. At all times and within such purposes TIFI will operate exclusively for charitable, religious, literary, educational and scientific purposes within the meaning of §501(c)(3) of the Internal Revenue Code of 1986 (the "Code") and transact such other business as may be permitted for corporations exempt from tax under §501(c)(3) of the Code.
5. No part of the net earnings of TIFI shall inure to the benefit of any board member or officer of TIFI or to the benefit of any private individual except that reasonable compensation may be paid for services rendered to or for The International Focusing Institute in carrying out its purposes.
6. Neither board members nor officers of TIFI nor private individuals shall be entitled to share in the distribution of any of the corporate assets on dissolution of TIFI.
7. Notwithstanding any other provisions of these By-Laws, TIFI shall not conduct or carry on any other activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they may now exist or as they may hereafter be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.
8. Upon the dissolution of TIFI or the winding up of its affairs the assets of TIFI shall be distributed exclusively for the tax-exempt purposes stated in Article Two of these By-Laws either by direct distribution or by distribution to one or more organizations to which contributions are deductible under the provisions of Section 170(b)(1)(A), 2055 and 2522 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
ARTICLE TWO - PURPOSES
The purposes of TIFI are educational, mental health and the development of new models of thinking and social change and problem solving.
Such models will be based on the Philosophy of the Implicit and on the practice of Focusing and on the practice of Thinking at the Edge.
No substantial part of the activities of TIFI shall be carrying on of propaganda or otherwise attempting to influence legislation. TIFI shall not participate in or intervene in any political campaign on behalf of any candidate for public office and shall not publish or distribute political statements.
ARTICLE THREE – BOARD OF DIRECTORS
Section 1. General Powers.
The affairs of TIFI shall be managed by its board of directors except as otherwise provided by applicable statute or by the Articles of Incorporation.
Section 2. Number and Tenure of Members of the Board.
The number of board members of TIFI shall be not less than three and not more than ten. Members of the board of TIFI need not be residents nor citizens of the United States.
Board members shall be appointed to a three-year term, except when filling a partial term of a departing member. Board members may be re-appointed but shall serve for no more than six consecutive years. After a Board member has been off the Board for two full years, that individual becomes eligible once again to serve two terms. Any board member has the right to resign at any time.
Section 3. Appointment.
The Board of Directors shall approve or disapprove the names of vetted candidates presented to them by their Nominating Committee. In special circumstances, additional members of the board of TIFI may be appointed by the current Board of Directors at any of its meetings. In addition, the Board of Directors may appoint at any of its meetings a non-voting, board advisory member for a one-year term.
Section 4. Resignations.
Any board member of TIFI may resign at any time by giving written notice to the president of the board of TIFI.
In case of serious illness or death the board of TIFI may function with only one or two board members for a period of not more than twenty-eight days by the end of which period enough new board members shall have been appointed to bring the number of board members up to a minimum of three.
The resignation of a board member of TIFI shall take effect upon receipt of notice by the president of the Board of Directors, and no acknowledgement of a board member’s resignation shall be necessary to make it effective.
Section 5. Compensation.
Board members of TIFI shall not receive compensation for serving on the board of TIFI.
Board members of TIFI may be reimbursed for expenses incurred as a result of serving on the Board of Directors of TIFI.
Reasonable compensation may be paid to board members of TIFI for services rendered to or for the organization in carrying out its purposes as defined in Article Two.
Section 6. Removal.
A board member may be removed for cause by a two-thirds majority of all the other board members.
ARTICLE FOUR – MEETINGS
Section 1: Annual and Regular Meetings.
The presence of at least 50% plus one, but not fewer than three, of the board members of TIFI shall constitute a quorum and shall be necessary to conduct the business of TIFI. If there is a tie in voting, the president can break the tie (even if that means the president having two votes in that instance).
The Board of Directors of TIFI shall hold regular meetings throughout the year at intervals of not less than three months in order to conduct the business of TIFI.
At least three days’ notice of board meetings must be given. Board meetings may be held in person or by teleconference or by other electronic means.
The Executive Director shall write an Annual Report each year, to be approved by the board and made available to the public. Each year, the Treasurer and Executive Director shall present a budget for the year to come for board approval, and at the end of the fiscal year, they shall report a final account of the previous year’s financial statements for board approval.
Section 2: Special Meetings.
A special meeting of the board of TIFI may be called by a minimum of two members of the board.
Notices of any special meeting shall be sent by e-mail to all members of the board at their address of record at least three days before the scheduled date set for such a special meeting. Such notice shall state the reasons that such a meeting has been called, the business to be transacted, and by whom called.
No other business but that specified in the notice may be transacted at a special meeting without the unanimous consent of all board members of TIFI.
ARTICLE FIVE - CONSENSUS AND VOTING
Any meeting of the board of TIFI may be chaired by the president or vice president of the board. If neither of these officers is available, any board member who is present may chair the meeting.
Minutes of board meetings shall be written and submitted for review by the entire board. The final version of the minutes will be posted on the website of The International Focusing Institute.
So far as is reasonable or practicable, the board members of TIFI shall make decisions by consensus.
If in the best judgment of the president of the board of TIFI, consensus cannot be reached, the president may call for a vote to be taken.
The Board of Directors may make such rules and regulations covering its meetings as it may, in its discretion, determine to be necessary.
ARTICLE SIX - OFFICERS
Section 1: Election of Officers
Annually, the board members of TIFI shall select from their number a president, a vice-president, a secretary and a treasurer.
Each appointment is for a one-year term, but officers may be reappointed to successive terms if the board so votes. The Executive Director is not eligible to hold an office on the board.
In the event that the president is unable to exercise his or her office, the vice-president shall become acting president of the organization with all the rights, duties, privileges and powers of the president.
Section 2: Roles of officers
Board President
The Board President oversees the board’s work, sets the board meeting agendas, and facilitates board meetings. Also, the Board President is generally the primary person who works with the Executive Director to make sure things are running smoothly.
These are some of the primary duties of the Board President:
- Works in connection with the Executive Director to prepare board meeting agendas
- Arranges for or takes part in new board member orientations
- Takes the lead on the Executive Director’s annual performance evaluation
- Assists in recruiting qualified new board member candidates
- Serves as the organization’s spokesperson as needed
- Leads organizational self-evaluations and strategic planning processes
- Tracks board member terms
Vice President
These are some of the primary duties of the Board Vice President:
- Serves as a backup leader to the Board President, so the Board is never without leadership.
- Runs board meetings as requested or in the Board President’s absence
- Serves as the organization’s spokesperson as needed
- Assists with Board President duties
- Completes special duties as requested
Secretary
These are some of the primary duties of the Board Secretary:
- Facilitates recording of accurate meeting minutes
- Ensures secure storage of official board documents and contracts
- Monitors compliance with the Bylaws and makes sure the Bylaws are up to date
- Signs official documents when required, as approved by and on behalf of the Board
- Works with Executive Director and the whole board as appropriate to identify documents which must be kept in perpetuity
- Works with Executive Director and the whole board as appropriate to ensure storage places of public documents and historical legal documents
Treasurer
The Board Treasurer position requires someone who has experience in financial accounting for nonprofits. The Treasurer also needs to make sure board members receive the financial reports in a timely manner.
These are some of the primary duties of the Treasurer:
- Partners with the Executive Director to ensure the financial reports are continually updated and accurate
- Advises the Executive Director on monthly financial reports, the development of the annual budget, and preparation for the annual audit
- Ensures that any financial reports required by the U.S. government are accurate and filed on time
- Works with the External Auditor on performing an annual audit
- Answers questions of the Board about the annual budget, monthly financial reports, and annual audit
- Makes suggestions to the Board regarding financial issues as needed
ARTICLE SEVEN – EXECUTIVE DIRECTOR
The board members will appoint an Executive Director to administer actions taken by the board members. Subject to the direction and policies established by the board members, the Executive Director shall direct the business and affairs of TIFI.
The Executive Director may establish other positions of employment as deemed desirable and shall fix the salaries for such positions. The Executive Director shall supervise such other employees.
The Executive Director of The International Focusing Institute shall be the chief executive and financial officer of the organization.
The Executive Director is responsible for ensuring that meetings of the board members take place as required by these By-Laws.
The Executive Director shall see that all books, reports and certificates as required by law are properly kept or filed.
The Executive Director shall have such powers as may be reasonably construed as belonging to the chief executive of any organization including hiring and fixing the compensation of any and all employees whom they in their discretion may determine to be necessary in the conduct of the business of the organization.
The Executive Director shall maintain records and keep the minutes of all meetings of the board of TIFI.
The Executive Director shall be responsible for the general correspondence of the corporation and be the custodian of the records.
The Executive Director shall have the care and custody of all monies belonging to the organization and be responsible for such monies or securities of the organization.
The Executive Director shall prepare and file the Annual Accounts of TIFI The Executive Director shall file any certificate required by any statute, federal or state.
The Executive Director shall render at stated periods, that the Board of Directors shall determine, a written account of the finances of the organization, and perform such other duties as may be delegated by the Board of Directors.
ARTICLE EIGHT - INDEMNIFICATION
TIFI may indemnify all officers and board members of TIFI to the fullest extent permitted by the Illinois General Not for Profit Act of 1986 or subsequent legislation. In each specific instance TIFI shall indemnify an officer or board member director if authorized by a resolution of the Board of Directors to do so.
TIFI is entitled to purchase insurance for purposes of the indemnifications provided in this Article to the full extent as determined from time to time by the Board of Directors.
ARTICLE NINE – AMENDMENTS
These By-Laws may be altered or amended or repealed or added to at any time an affirmative vote of a two-thirds majority of the board members of TIFI.