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2003.10.11 |
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ILSA Bylaws
Offices
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation shall be located in the District of Columbia.
SECTION 2. CHANGES OF ADDRESS
The designation of the county or state of the corporation's principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the District of Columbia by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require an amendment of these Bylaws.
SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places, within or without the District of Columbia, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.
Non-Profit Purposes
SECTION 1. IRC SECTION 501(c)(3) PURPOSES
The corporation is organized exclusively for one or more of the purposes as specified in Section 501 (c)(3) of the Internal Revenue Code, including. for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of the corporation shall be:
a. To educate students and lawyers around the world in the principles and purposes of international law, international organizations and institutions, and comparative legal systems, through activities that include, but are not limited to, administration of the Philip C. Jessup International Law Moot Court Competition, student exchange and internship programs, and the publication of books and other academic resources; b. To encourage communications among law students and lawyers from different parts of the world, in an effort to promote international understanding and cooperation in general, and the advancement of legal education in particular; c. To contribute to legal education, to foster mutual understanding, and to promote social responsibility of law students and young lawyers; d. To provide opportunities for law students and young lawyers to learn about other cultures and legal systems in a spirit of critical dialogue and scientific cooperation; e. To assist law students and lawyers to be internationally-minded and professionally skilled; f. To assist in, and encourage, the development of international career resources and opportunities for internationally-minded students and lawyers; and g. To engage in other activities related to the development and promotion of international law, study, and practice generally.
Directors
SECTION 1. NUMBER
The corporation shall have fifteen Directors, and collectively they shall be known as the Board of Directors.
SECTION 2. QUALIFICATIONS
Directors shall be of the age of majority in the District of Columbia. Other qualifications for Directors of the corporation shall be as follows:
One Board position shall be filled by the duly-elected President of the Association. The President of the Association shall be a full-time student registered at a law school with an Association-member student society in good standing. One Board position shall be filled by the duly-elected Vice President of the Association. The Vice President of the Association shall be a full-time student registered at a law school with an Association-member student society in good standing. One Board position shall be filled by a Student Member-at-Large. The Student Member-at-Large shall be a full-time student registered at a law school with an Association-member student society in good standing; One Board position shall be filled by the duly-elected Treasurer of the corporation; The remaining eleven Board members shall be selected from the ranks of lawyers, political scientists and members of the community who exhibit an interest in international law and education, or otherwise support the goals of the Association. The duly-appointed Executive Director of the Association shall sit in an ex officio capacity on the Board, and the Board shall have the power, from time to time and by majority vote, to appoint additional ex officio members representing legal organizations exhibiting interests similar to those of the Association, as long as such members otherwise meet the qualifications for Board membership. SECTION 3. POWERS
Subject to all the provisions of the laws of the District of Columbia and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members of the corporation, the activities and affairs of the corporation shall be conducted, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
SECTION 4. DUTIES
It shall be the duty of the Directors to:
Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws; Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of, all officers, agents, and employees of the corporation; Supervise all of officers, agents, and employees of the corporation to assure that their duties are performed properly; Meet at such times and places as required by these Bylaws; and Register their addresses with the Secretary of the corporation, and notices of meetings mailed or faxed to them at such addresses shall be valid notices thereof. SECTION 5. TERMS OF OFFICE
Directors shall hold office for periods as follows: The President, Vice President and Student Member-at-Large shall serve terms of one year. The Treasurer shall serve as a permanent Board member at the will of the Board and shall be subject to review at least every three years. The remaining eleven Board of Directors positions shall be occupied for terms of three years each. No Board member shall serve more than two full, consecutive three-year terms. SECTION 6. COMPENSATION
Directors shall serve without compensation, except that a reasonable fee may be paid to Directors for attending regular and special meetings of the Board. In addition, they may be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal of office of the corporation unless otherwise provided by the Board, or at such other place as may be designated from time to time by the resolution of the Board of Directors.
SECTION 8. REGULAR MEETINGS
Regular meetings of Directors shall be held in conjunction with the semi-annual meetings of the Association (usually November and April), unless such meeting is not scheduled in the coming year. In such a case, meetings will be held on the first Friday in November and the first Friday in April at 9:00 a.m., unless such day falls on a legal holiday, in which event the regular meeting shall be held on the same hour and place on the next business day. At one of its regular meetings, Directors shall, by election, fill all vacant positions as Director. Voting for Directors shall be by written ballot. Each Director may vote for as many candidates as there are vacancies on the Board. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected to serve on the Board. SECTION 9. OFFICERS OF THE BOARD OF DIRECTORS
The Board may, by majority vote of those present at one of its regular meetings, elect from among its members a Chairperson, a Vice-Chairperson, and such other officers as the Board shall determine. Each Director elected an Officer pursuant hereto shall take office immediately upon election, and shall serve a term of one year. Any Director so elected may be reelected as an Officer, so long as she or he remains a Director. Upon the expiration of the term of office of any Director, or upon resignation or removal from the Board, he or she shall immediately cease to be an Officer of the Board.
SECTION 10. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the Vice-President, the Secretary, or any two Directors, or by any person(s) specifically authorized under the laws of the District of Columbia to call special meetings of the Board. Such meetings shall be held at the principal office of the corporation, or at the place designated by the person or persons calling the special meeting.
SECTION 11. NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following shall govern the giving of notice for meetings of the Board of Directors:
Regular Meetings: No notice need be given of any regular meeting of the Board of Directors convened pursuant to Section 8 hereof. Special meetings: At least one week's notice shall be given by the Secretary of the corporation to each Director of any special meeting of the Board. Such notice may be oral or written, and may be given personally, by first class mail, by telephone, or by facsimile machine. It shall state the place, date, and time of the meeting, and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the Director to be contacted shall acknowledge personal receipt of the notice by a return message or telephone call within twenty four hours of the first transmission. Waiver of Notice: Whenever any notice of a meeting is required to be given to any Director of the corporation under provisions of the Articles of Incorporation, these Bylaws, or the laws of the District of Columbia, a waiver of notice in writing signed by the Director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice. SECTION 12. QUORUM FOR MEETINGS
A quorum shall consist of seven Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws. or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meetings is a motion to adjourn. SECTION 13. MAJORITY ACTION AS BOARD ACTION
Every act done or decision made by a majority of the Directors present at a meeting duly held, and at which a quorum is present, is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a particular matter by the Board.
SECTION 14. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, in his or her absence, by the President of the corporation, or in his or her absence, by the Vice President of the corporation. In the absence of all of these persons, a meeting shall be presided over by a chairperson pro tempore chosen by a majority of the Directors present. The Secretary of the corporation shall act as the secretary of all meetings of the Board, provided that, in his or her absence, or while he or she is acting as chair of the meeting, the Assistant Secretary shall act as secretary. In the absence of this person, the presiding officer shall appoint a qualified person to act as secretary of the meeting. Meetings shall be governed by regulations and resolutions adopted by the Board or by the corporation, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or provisions of governing law. SECTION 15. VACANCIES
Vacancies on the Board of Directors shall occur (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased. In the event of the death, resignation or removal of the President or Vice President of the corporation, a special election shall be called to fill such vacancy according to the provisions set forth in these Bylaws and the regulations of the corporation.
Any Director may resign upon giving written notice to the Chairperson of the Board, the President, or the Secretary. Such resignation shall be effective immediately, unless the notice specifies a latter time for its effectiveness. No Director may resign if the corporation would then be left without a duly elected Director in charge of its affairs, except upon notice to the Office of the District of Columbia Recorder of Deeds. Directors, including elected officers, may be removed from office, with or without cause, as permitted by and in accordance with the laws of the District of Columbia, and the resolutions of the Board of the corporation. SECTION 16. NON-LIABILITY OF DIRECTORS
Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 17. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The Directors and officers the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of the District of Columbia.
SECTION 18. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided by law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of the corporation (including its directors, officers, employees or other agents of the corporation) against liabilities asserted against or incurred by the corporation or any of its agents as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or provisions of law.
Officers
SECTION 1. DESIGNATION OF OFFICERS
The officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer. The corporation may have a one or more additional Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors.
SECTION 2. QUALIFICATIONS
Any person may serve as an officer of the corporation, with the following exceptions:
The office of President of the Association shall be filled by a full-time student registered at a law school with an Association-member student society in good standing, duly elected by the voting student membership of the corporation in accordance with the procedures set forth in these Bylaws and the regulations of the corporation; The office of Vice President of the Association shall be filled by a full-time student registered at a law school with an Association-member student society in good standing. duly elected by the voting student membership of the corporation in accordance with the procedures set forth in these Bylaws and the regulations of the corporation. The office of Student Member-at-Large of the Association shall be filled by a full-time student registered at a law school with an Association-member student society in good standing, duly elected by the voting student membership of the corporation in accordance with the procedures set forth in these Bylaws and the regulations of the corporation.
SECTION 3. ELECTION AND TERM OF OFFICE
The President, Vice-President, and Student Member-at-Large of the Association shall be directly elected by majority vote of the voting student membership of the corporation to one-year terms of office, such vote being conducted in accordance with the procedures set forth in these Bylaws and the regulations of the corporation. Other officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns, is removed, or is otherwise disqualified from serving, or until his or her successor shall be elected and qualified, whichever occurs first.
SECTION 4. REMOVAL AND RESIGNATION
Any officer except the President, Vice President and Student Member-at-Large may be removed, either with or without cause, by majority vote of the Board of Directors, at any time. Any officer may resign at any time, by giving written notice to the Chairperson of the Board or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and acceptance of such resignation shall not be necessary to make it effective. This section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation. The removal of the President, Vice-President, or Student Member-at-Large shall occur only by majority vote of the voting membership, conducted in accordance with the provisions of the Bylaws and regulations of the corporation. SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer except the President, Vice President, or Student Member-at-Large shall be filled by the Board of Directors, and may be filled temporarily by appointment by the President until such time as the Board may act. Vacancies in offices filled at the discretion of the Board may or may not be filled as the Board shall determine. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of the President, Vice President, or Student Member-at-Large shall be filled by special election of the voting membership, conducted in accordance with the provisions of the regulations of the corporation. A vacancy in either office may be filled temporarily by appointment by the Board until the special election . SECTION 6. DUTIES OF THE PRESIDENT
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she will perform all the duties incident to his or her office and such other duties as required by law, the Articles of Incorporation or these Bylaws, or which may be prescribed from time to time by the Board of Directors.
SECTION 7. DUTIES OF THE VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to do so, the Vice President shall perform all the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have such other powers and perform such other duties as may be prescribed by law, the Articles of Incorporation, these Bylaws, or the Board of Directors.
SECTION 8. DUTIES OF THE SECRETARY
The Secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date; Keep at the principal office of the corporation, or at such place as the Board may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of members, recording therein the time and place of each meeting, whether regular or special, how called, how notice was given, the names of those present or represented, and the proceedings thereof; See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; Be custodian of the records and of the seal of the corporation, and affix its seal, as authorized by law or the provisions of the Bylaws, to duly executed documents of the corporation; Keep at the principal office of the corporation a membership book containing the name and address of each member. Whenever any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased; Exhibit at any reasonable time to any Director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the Directors of the corporation; and In general, perform all such duties incident to the office of Secretary and other such duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. DUTIES OF THE TREASURER
The Treasurer shall:
Monitor all funds, accounts, and securities of the corporation at such banks, trust companies, or other depositories as shall be selected by the Board of Directors; Disburse, or cause to be disbursed, the funds of the corporation as may be necessary for the normal course of business and as directed by the Board of Directors; Ensure that the Executive Director keeps and maintains adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses; Review at all reasonable times the accounts and financial records of the corporation, ensuring that records and accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses, are maintained adequately and accurately; Make available to the Chairman, President, or other Directors, whenever requested, an accounting from the Executive Director of any or all transactions, and the financial welfare of the corporation; Prepare or cause to be prepared, and certify or cause to be certified, the financial statements to be included in any required reports; and Perform all other duties incident to the office of Treasurer, and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors. SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, such salaries shall be reasonable and given in return for services actually rendered to or for the corporation.
Committees
SECTION 1. EXECUTIVE COMMITTEE
a. The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of no more than five Board members, and may delegate to such Committee the powers and authority of the Board in the management of the business and affairs of the corporation, to the extent permitted, and except as otherwise may be provided, by law. b. By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease (but not below two) the number of members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the Board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time or as the Board may require.
SECTION 2. OTHER COMMITTEES
The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Each such committee shall include at least one Director, but its remaining membership may consist of persons who are not also members of the Board. The Committees shall act in an advisory capacity to the Board.
SECTION 3. MEETINGS AND ACTIONS OF COMMITTEES
Meetings and action of committees shall be governed by, and noticed, held and taken in accordance with, the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that they are not inconsistent with the provisions of these Bylaws.
Execution of Instruments, Deposits and Funds
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement, to pledge its credit, or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Executive Director and countersigned by the Treasurer of the corporation.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of the corporation.
Corporate Records, Reports and Seals
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office:
Minutes of all meetings of Directors, committees of the Board, and members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, the names of those present, and the proceedings thereof; Adequate and correct books and records of account, including accounts of its properties, business transactions, assets, liabilities, receipts, disbursements, gains, and losses; A record of its members, if any, indicating their names and addresses and the termination date of any membership; A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the corporation at all reasonable times during office hours. SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of any kind maintained by the corporation pursuant to these Bylaws or applicable provisions of law, and to inspect the physical properties of the corporation.
SECTION 4. MEMBER'S INSPECTION RIGHTS
Each member of the corporation shall have the following rights, for a purpose reasonably related to such person's interest as a member:
To inspect and copy the record of all members' names and addresses, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purposes for which the inspection rights are requested. To obtain from the Secretary of the corporation a list of the names and addresses of those members entitled to vote for the election of Directors as of the most recent date for which the list has been compiled, or as of the date specified by the member subsequent to the date of the demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein. To inspect at any reasonable time the books, records, and minutes of proceedings of the Board or committees of the Board, upon written demand by the member, for a purpose reasonably related to such person's interest as a member. Members shall have such other rights to inspect the books, records and properties of the corporation as may be required under the Articles of Incorporation, these Bylaws or applicable provisions of law.
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by an agent or attorney, and the right to inspection shall include the right to copy and make extracts.
SECTION 6. PERIODIC REPORT
The Board shall cause any annual or periodic report required under law to be prepared and delivered to the Recorder of Deeds of the District of Columbia, or to the members of the corporation, to be so prepared and delivered within the time limits set by law.
IRC 501(c)(3) Tax Exempt Provisions
SECTION 1. LIMITATIONS ON ACTIVITIES
a. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or other attempts to influence legislation, except as may be permitted by Section 501(h) of the Internal Revenue Code, and the corporation shall not participate or intervene (including the publishing or distribution of statements) in any political campaign on behalf of, or in opposition to, any candidate for political office. b. Notwithstanding any other provision of these Bylaws, the corporation shall not carry on any activity not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, Directors, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purpose of the corporation.
SECTION 3. DISTRIBUTION OF ASSETS
Upon the dissolution of the corporation, its assets remaining after payment of its debts and liabilities shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Such distribution shall be made in accordance with all applicable provisions of the laws of the District of Columbia.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS
In any taxable year in which the corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation: (i) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; (ii) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; (iii) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; (iv) shall not make any investments in such a manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and (v) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
Amendment of Bylaws
Subject to the power of the members of the corporation to adopt, amend or repeal the Bylaws of the corporation, and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by a majority vote of the Directors attending the meeting.
Construction and Terms
a. If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of the corporation, the provisions of the Articles of Incorporation shall govern. b. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. c. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation filed with the Office of the Recorder of Deeds of the District of Columbia. d. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future tax code.
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