Gilbertsville Free Library

Corporate By-Laws

 

 

Article I.

Name, Territory, Office & Corporate Status

                                                                   

Section 1.  Name.  The Corporation shall be known as:  Gilbertsville Free Library (hereinafter “The Corporation”). 

 

Section 2.  Territory.  The Corporation shall conduct activities primarily in the Village of Gilbertsville County of Otsego in the State of New York, unless otherwise stipulated in the Corporation’s Certificate of Incorporation, as may be amended.

 

Section 3.  Office.  The principal office of the Corporation shall be located in the Village of Gilbertsville, County of Otsego, State of New York.  This office shall direct corporate activities and be the depository for all corporate records

 

Section 4.  Corporate Status.  The Corporation is a New York Not-for-Profit Corporation, a “Charitable Corporation” as defined by the Not-for-Profit Corporation Law, and exempt from income taxation pursuant to Section 501(c)(3) of the Internal Revenue Code.

 

 

 

Article II.

Corporate Purposes & Document Construction

 

Section 1.  Corporate Purposes.  The purposes of the Corporation are set forth in the Certificate of Incorporation; qualify the Corporation for exemption from income taxation pursuant to Section 501(c) (3) of the Internal Revenue Code of 1986. The Certificate of Incorporation may only be amended by filing a request for an Articles of Amendment with the NY State Attorney General.

 

Section 2.  Document Construction.  Any amendment to the purposes of the Corporation must be rendered in accordance with the requirements of Article XIV herein.  If there is any conflict between the provisions of the Certificate of Incorporation, as may be amended, and these By-Laws, provisions of the Certificate of Incorporation, shall govern.

 

 

 

Article III.

Membership

 

Section 1. Classes of Membership Authorized.

 

1.  The membership of the corporation shall consist of the duly elected members of the Board of

Trustees, and Life Members of the Gilbertsville Free Library, age 18 and over.          

 

1.2.  Any person paying the sum of $100.00 may become a Life Member with voting privileges upon reaching age eighteen. The Board of Trustees may elect Life Members of the Corporation at

any meeting.  The Board of Trustees may fix a date as the record date for the purpose of determining the new Members entitled to vote at any Meeting of the Corporation, or to express consent to or dissent of any proposal without a Meeting.  The record date shall not be more than fifty (50) nor les than ten (10) business days before the date of the Meeting.

 

Section 2.  Evidence of Membership.  

 

2.1.  Each Member shall be issued appropriate evidence or proof of Membership, which shall be nontransferable.

 

Section 3.  Termination of Membership.

 

3.1  Termination of Membership. Termination of Membership. by Members themselves, shall be authorized, by a majority (50% +1) vote of the Corporation at the Annual Meeting or a Special Meeting of the Corporation called for that purpose.

 

3.2.  Termination by the Board of Trustees.  Termination of Membership by the Board of Trustees shall be authorized, for cause, by a majority (50% +1) vote of the Board at any Regular or Special Meeting of the Corporation called for that purpose.

 

 

Article IV.

Governance

 

Section 1. Trustees and Officers

 

1.1.  Management of Corporation.   All powers except such as are reserved to the Corporation by these By-Laws, or by the Law, shall be vested in the Board of Trustees who shall manage the affairs of the Corporation. 

 

1.2   Trustees.   The Board of Trustees of the Corporation shall consist of nine members [SEE Articles of Incorporation].  Officers shall be elected at the annual meeting for one year only, but  shall hold office until the election of their successors.                                                                              .

 

1.3.  Officers.  The Officers of the Corporation; President, Vice President, Treasurer, and Secretary, shall be chosen from the members of the Board of Trustees and elected by the Corporation at the annual meeting immediately after the election of the  Trustees.  Other members of the Corporation shall be eligible for appointment to Ad hoc committees.  They may  be appointed by the President with approval of the Board to bring special capabilities for the resolution of problems confronting the Committees. All committee actions are subject to approval by a majority of the Board.

 

1.4.  Vacancies. Vacancies occurring on the Board of Trustees, or in an of the offices by reason of

Death, resignation, refusal to act or other disability, may be filled for the unexpired term by vote of the Board of Trustees at any meeting.

 

1.5. Regular Meeting.  There shall be a minimum of four regular meetings of the Board of Trustees each year.

 

1.6.  Quorum. A majority of the Board of Trustees shall constitute a quorum at any meeting.  The  members present at any meeting of the Corporation regularly called shall be deemed a quorum for every purpose.

 

1.7.  Voting.  All votes at meetings of the Corporation and the Board of Trustees shall be viva voce unless ballet is demanded, in which case a vote shall be by ballot.

 

                                                                             

Article V. 

Meetings

 

Section 1.  Annual Meetings.   The annual meeting of the Corporation shall be held on the second Thursday of April of each year for the election of Trustees and Officers and transaction of such business as may properly come before the meeting. If for any reason an annual meeting shall not be held on the day fixed by the By-Laws, it may be held on any subsequent date fixed by a resolution of the Board of Trustees. The notice of such deferred annual meeting shall specify that it is to be held for the purpose of election of the Trustees and Officers.

 

Section 2. Special Meetings.     Meetings of the Corporation may be held at other times when the Trustees, by vote, direct.  No business shall be conducted that is not included in the issued Notice as stipulated herein.

 

Section 3. Meeting Notice.

 

3.1  Notice Requirements. Notice shall be given to each Member of the Corporation prior to each Meeting of the Corporation, stating the place, date and hour of the Meeting.  Notice of a  Special Meeting shall in addition, identify;

 

i.  the person, or persons, calling the meeting; and

 

ii. the purpose, or purposes, for which said meeting is being called.

 

3.2   Written Notification.  Written notice of any Meeting of the Corporation shall be given personally or by first class mail, facsimile or by electronic mail, not less than ten (10) days nor

more than fifty (50) days before the date of the Meeting.  Notice shall be deemed given as stipulated below:                                                                                          

 

i. if personally, upon receipt by the Member;

 

ii. if mailed, when deposited in the United States Mail, with postage prepaid, directed to the Member at the Member’s current address of record as it appears on the list of Members; or,

 

iii. if sent by electronic mail or facsimile, when forwarded to the facsimile number, or electronic mail address, as either appear on the list of Members of the Corporation excepting that any such notice shall not be considered properly delivered if the Corporation is:

 

a)unable to deliver two (2) consecutive notices to the designated electronic mail address or  facsimile number or,

b) is otherwise made aware that notice cannot be delivered to the Member or electronic mail or facsimile.                                                                                                                                             

 

3.3 Waiver of Notice

 

i. Should any Member fail to receive proper notice of a Meeting of the Corporation, as otherwise required by these By-Laws, the Member shall waive his/her right to any such notice if:

 

ii the Member attends the Meeting of the Corporation without objection to the lack of proper notice, prior to said Meeting being called to order; or,

 

iii. either before or after the Meeting, the Member submits a waiver of notice, which if tendered personally,  in writing or by facsimile, shall be validated by written or electronic signature; or if  submitted by electronic mail, shall include information from which the Corporation can reasonably determine that the waiver was properly authorized.

 

Section 4.  Presumption of Concurrence. 

 

4.1.  Meeting Participation.  A Trustee who participates in a meeting of the Board of Trustees at which an act, or action, on any corporate matter is taken shall be presumed to have concurred to the action taken unless said Trustee:

 

i .assures that his/her dissent is entered in the minutes of the meeting;

 

ii. files a written dissent to such act or action with the Secretary of the meeting before the adjournment thereof, or;

 

iii. forwards a written dissent, by regular mail, facsimile, electronic communication or personal delivery, to the Secretary, immediately after the adjournment of the meeting.

                                                                                                                                   

4.2.  Meeting Absence.  A Trustee who is absent from a meeting of the Board at which an act, or action, on any corporate matter is taken shall be presumed to have concurred to the action taken unless said Trustee;

 

i.forwards a written dissent, by personal delivery and/or registered mail, to the Secretary; or personally delivers, or, sends by registered mail, his/her written dissent thereto to the Secretary; or,

 

ii.assures that his/her dissent is entered in the minutes of the meetings of the Board within a reasonable time after learning of such action.

 

Section 5. Special and Regularly scheduled meetings:   Public notice of the time and place of a meeting scheduled at least one week prior thereto shall be given or electronically transmitted to the news media and shall be conspicuously posted in one or more designated public locations at least seventy-two hours before such meeting.

 

Section 6.. Attendance.  A Trustee who has missed the majority (50% +1) of the Meetings of the Board of Trustees within the calendar year shall be asked to resign.  In the event it is determined that a given Trustee will not fulfill the majority (50% +1) meeting requirement if he or she is not

present at the next scheduled Regular Meeting of the Board, the Secretary shall submit a notice, by

regular mail, facsimile and/or electronic mail, to such a Trustee advising him/her that if he/she does not attend said Meeting, a motion to this effect will be made for his/her permanent removal.

 

 

Article VI.

Organization 

 

Section 1, Organization

 

1.1. President.  At all meeting of the Corporation, the President, or in his/her absence, the Vice-President or , in his or her absence, another Trustee chosen by the Membership shall preside.

 

1.2. Vice President. The Vice President shall, in the case of death, resignation, absence or other disability of the President, exercise the power and perform the duties of the President.

 

1.3. Secretary.  At all meetings of the Corporation, the Secretary, or in his or her absence, any Assistant Secretary, or in his absence, another Trustee chosen by the Membership shall act as secretary at the Meeting. The Secretary shall give notice of meetings and keep records of the meetings; keep a complete list of all Life Members of the Corporation and transactions of the Corporation, the Board of Trustees and all other committees.

 

1.4. Treasurer.  The Treasurer shall be custodian of all funds and securities of the Corporation and shall receive, hold, invest and disburse the same as directed by the Finance Committee such portions of the funds as shall be devoted by the Trustees t general purposes.  The Treasurer shall keep full and complete accounts and vouchers for all payments, and shall make full reports of the  

financial condition of the Corporation to the Corporation at its annual meetings and to the Board of Trustees at its stated meetings and at other times when required by the Board of Trustees.

 

Section 2. Voting.  Each Member shall have one (1) vote for the purposes of the election of Trustees and the transaction of any other business considered by the Corporation

 

Section 3. Parliamentary Law.   In all matters of parliamentary procedure not covered or contradicted by these By-Laws, or applicable statute, regulation or contractual obligation, Roberts Rules of Order, newly revised, shall be used as a guideline in answering all questions of proper parliamentary procedure.

 

Section 4.  Action by the Membership.

 

4.1.  Action Defined.  Except as otherwise provided by statute and/or these By-Laws, an “act,” or “action,” of the Membership shall mean an action at a Meeting of the Membership authorized by vote of a majority (50% +1) of the Members present at the time of the vote, provided a sufficient quorum is present.

 

4.2.  Electronic Communication.  Any, or all, Members may participate in any Meetings of the Corporation, by means of a conference telephone, electronic video screen communication or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting of the Membership.

                                                                                                                                     

 

4.3.  Proxies.  Every Member entitled to vote at a Meeting of the Corporation may authorize another person or persons, to act in his/her behalf by use of proxy.  To be valid and enforceable each proxy must be submitted before, or presented at the Meeting of the Corporation for which i5t is intended.

 

Section 5.  Reports.

 

5.1.  In a manner sufficient to comply with applicable statutory obligations, the Board of Trustees shall annually present to the Corporation a report, verified by appropriate Officers, outlining inappropriate detail the Corporation’s fiscal status, including an annual balance sheet and income and expense statement or a financial statement performing a similar function for the preceding fiscal year, confirming assets (restricted and unrestricted) and liabilities, revenues and receipts and expenses and disbursements, together with any and all necessary and/or required supporting documentation.

 

5.2  Each such report shall be filed with the records of the Corporation and a copy, or an abstract thereof, shall be entered in the minutes of the proceedings of the Meeting of the Corporation at which the report is presented.

 

 

ARTICLE VII.

Board of Trustees/Officials

 

Section 1.  General Management.  The Board of Trustees shall have ultimate authority in governing the operations, finances and affairs of the Corporation.  The Board, with the advice of

various committees, if so authorized, shall implement, monitor and modify, as may be needed, policies and procedures necessary for proper corporate management.  It shall be empowered to employ necessary staff, retain necessary professional assistance, authorize agreements and expenditures and take all necessary and proper steps to advance the purposes and promote the best interests of the Corporation.

 

Section 2.  Number.  There shall be nine (9) seats on the Board of Trustees, SEE Articles of Incorporation.

 

Section 3.  Qualifications.  All Officers and Trustees must be at least eighteen (18) years of age and committed to advancing the purposes of the Corporation. 

 

Section 4.  Terms of Office, Newly Created Trusteeships & Vacancies

 

4.1. Terms of Office. The term of office for a Trustee shall be one (1) year in duration. The terms of office for all trustees shall begin on the day of their election and shall conclude upon the election of their successors.

 

4.2. Vacancies.  A vacancy in office shall arise upon the resignation, removal, incapacitation or death of a Trustee. A vacancy on the Board of Trustees occurring in the interim between Annual Meetings may be filled by an interim successor appointed by the Board of Trustees.

 

4.3. Resignation.  A Trustee may resign, at any time, by giving written notice to the  Board of Trustees, the President, or the Secretary.  The resignation shall take place effective upon receipt thereof.

 

4.4. Suspension.  Any Trustee may be temporarily suspended for cause, by a two-thirds (2/3rds) majority vote of the Board of Trustees at any regular meetings or Special Meeting of the Corporation called for that purpose.  The period of suspension can last only until such time as the next Annual Meeting.  At any Meeting where a vote is to be taken to suspend a Trustee,  the Trustee in question may attend and shall be given a reasonable opportunity to argue in his/her defense.

 

4.5. Removal.  Any, or all of the Trustee(s) may be permanently removed for cause, by a two-thirds (2/3rds) majority vote of Special Meeting of the Corporation called for that purpose, at any Annual Meeting or Special Meeting of the Corporation called for that purpose.  At any Meeting where a vote is to be taken to remove a Trustee, the Trustee is question may attend and shall be  given a reasonable opportunity to argue in his/her defense                                                                                                             

5.1. Duties, President. The President shall be the principal volunteer executive officer of the Corporation and shall in general monitor and supervise the business and affairs of the Corporation.  He/she shall preside at all meetings of the Board of Trustees and shall be a voting member of all Committees of the Board and Committees of the Corporation, unless otherwise precluded by statute, regulation and/or these By-Laws.  The President is authorized to sign any deeds, mortgages, bonds, contracts or other instruments that the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board, these By-Laws and/or applicable regulation or statute to some other Officer or agent of the Corporation.  The President is the sole Officer or Trustee authorized to speak on behalf of the Corporation, unless the President and/or the Board of Trustees have otherwise delegated such authority to another Officer, Trustee and/or representative or otherwise directed by these By-Laws.  The President shall perform such other duties as from time-to-time may be assigned to him/her by the Board. 

 

5.2.  Vice President.  In the absence of the President, or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President.  The Vice President shall perform such other duties as from time-to-time may be assigned to him/her by the President and/or the Board. 

 

5.3.  Secretary.  The Secretary shall generally be responsible for assuring that the records of the Corporation are properly recorded, documented and stored and that all informal or formal notices that may be issued by the Corporation are tendered in a manner in compliance with all applicable statutes, regulations, contracts, ethical obligations, the Certificate of Incorporation, as may be amended, and these By-Laws.  The Secretary shall assure that the minutes of the meetings of the Board of Trustees, and Committees of the Board or Corporation, if any, are properly recorded, documented and stored; keep a record of the post office address, telephone number and, when possible electronic address of each Member, Trustee, Officer and member of a committee who does not serve on the Board, if any; notify Trustees of election and members of committees of appointment; and, generally serve as custodian of the records of the Corporation.  He/she may delegate recording, documentation and storage and other duties, as deemed appropriate, to other Officers, excepting the President, Trustees, or employees of the Corporation.  The Secretary shall perform such other duties as from time-to-time may be assigned to him/her by the President and/or the Board. 

 

5.4  Treasurer.  The Treasurer shall be responsible for the supervision and accounting of all funds received or expended by the Corporation and shall keep the Board of Trustees informed on

all pertinent financial matters.  If an Independent Trustee, he/she shall ordinarily, but need not necessarily, serve on the Finance Committee, or its functional equivalent, if applicable, and, but not as Chair of any such Committee of the Board, of the Finance Committee.  The Treasurer shall provide a financial report at all Regular Meetings of the Board in a format prescribed by the Board.  The Treasurer shall perform other duties as from time-to-time may be assigned to him/her by the President and/or the Board.

 

                                                             

ARTICLE VIII.        

Committees

 

Section 1.        Each Committee of the Board, Committee of the Corporation, and every member thereof, shall serve at the pleasure of the Board.  All committees shall keep minutes of all proceedings, to be regularly submitted to the Secretary for subsequent distribution to the Entire Board, and report to the Board, all activities and determinations. At its next scheduled Regular Meeting.

 

Section 2.   A Finance Committee of three Board Members to include the Treasurer and two members of the Corporation appointed by the President.  The duties of this committee shall be to manage the endowment funds of the Corporation, to recommend financial policies, and to report thereon as necessary, and at the Annual Meeting.

 

Section 3.    A Building Committee consisting of at least one members of the Board of Trustees and one member of the Corporation appointed by the President.  This committee shall be responsible for the maintenance and improvement of the Library building and facilities and to report thereon as necessary and at the Annual meeting.

 

Section 4.      A Nominating Committee consisting of one member of the Board of Trustees and one member of the Corporation appointed by the President. The duties of this committee shall be to prepare a slate of Trustees and Officers to be acted upon at the next annual meeting.

 

Section 5.     An Archives Committee, chaired by the Archivist, who shall be appointed by the Board of Trustees.  The Archivist shall select the other members, one of whom shall keep a financial record to be turned over to the Treasurer of the Board of Trustees at the endof each year.  This committee shall be responsible for the management of the Historical section and all historical book and materials, and arrangement for its use by the public.

 

Section 6.  A Personnel Committee shall consist of the President and one other member of the Board of Trustees.

.

Section 7.  A  Fund Raising Committee shall consist of the Vice President, one member of the Board other members of the Corporation as needed.

 

Section 8. An Auditing Committee, consisting of two members of the Corporation, not on the Finance Committee,  appointed by the President who shall audit all the accounts and securities of the Corporation and report thereon at the annual Meeting of the Corporation.

 

 

ARTICLE IX.

Fiscal Year & Independent Financial Audit

 

Section 1. Fiscal Year.   The fiscal year of the Corporation shall commence on the 1st day of January and conclude on the 31st day of December.

 

Section 2. Independent Financial Audit.  Should it be required pursuant to stipulated statutory thresholds dictated  by revenue annually received and/or other applicable regulation and/or Contractual obligation, demanded by the Office of Attorney General, requested by another regulatory agency or funder as a condition of funding, or otherwise recommended and authorized by the Board of Trustees, the accounts of the Corporation shall be subject to an annual audit report or audit review report prepared by “Independent Auditor” (as defined by Attachment “A”) to be overseen by the Audit and Finance Committee of the Board, comprised solely of “Independent Trustee” (as defined by Attachment “A”).

 

                                                                             

ARTICLE X.                                                       

Fiduciary Duties

 

Section 1. Duty of Care.  All Trustees shall exercise the same standard of care that a reasonable person, with similar abilities, acumen and sensibilities, would exercise under similar circumstances at all times.  Each Trustee shall endeavor to understand all, or substantially, all of the consequences of his/her actions and/or omissions.

 

Section 2.  Duty of Loyalty.  No Trustee shall be permitted to engage in, or condone, any conduct that is disloyal, disruptive, damaging or competes with the Corporation.  No Trustee shall be permitted to take any action, or establish any interest, that compromises his/her ability to represent the Corporation’s best interest. All Trustees are expected to represent the interests of this Corporation at all times while serving on the Board.

 

Section 3.  Duty of Obedience.  No Trustee shall be permitted to disobey or publically contradict an authorized decision of the Board.

 

 

ARTICLE XI

Statutory Compliance

 

Section 1.  Definitions.  Should any term, phrase or understanding relative to any topic addressed in these By-Laws and/or the policies of the Corporation be specifically defined in a document entitled, By-Law and Corporate Policy Definitions,” a copy of which is annexed hereto, and made a part hereof these By-laws as Appendix “A,”   the stipulated definition of such term in said document shall govern for purposes of interpreting the By-Laws and or Corporate policies.

 

Section 2.  Conflicts of Interest & Related Party Transaction Conflicts Policy. The Conflicts of Interest and Related Party Transaction Policy of the Corporation required in order to comply with mandates of Section 2 of this Article is annexed hereto, and made a part hereof as Appendix “B.”  This policy may only be amended, modified or repealed b y the two-thirds (2/3’rds) majority vote of the  Board  of Trustees present at any Annual Meeting, Regular Meeting or Special Meeting of       

the Corporation called for that purpose with the change in policy to not be applicable to any pending, or currently being reviewed, real or potential conflicts of interest or Related Party Transaction.

 

Section 3. Potential Conflicts Disclosure Statement.  The Potential Conflicts Disclosure Statement of the Corporation required in order to comply with the mandates of Section 2 of this Article is annexed hereto, and made a part hereof as Appendix “C”. 

 

 

ARTICLE XII

Prohibited Conduct, Obligation & Related Policies

 

Section 1. Prohibited Conduct.  Neither bullying, harassment nor discrimination shall be tolerated by the Corporation.  Any individual bond by these By-Laws who is subject to bullying, abusive behavior, harassment, inappropriate physical touching or suggestive language, unfair behavior or discrimination relating to race, ethnicity, national origin, gender, religion, age, disability, veteran status, marital status, sexual orientation, political or union affiliation, or records of arrests or convictions, or who experiences same is encouraged to report it immediately to a member of the Personnel Committee.

 

Section 2.  Obligations. Any individual bound by these By-Laws who is aware of conduct that would reasonably violate the terms of Section 1 herein is required to report such activity immediately.

 

Section 3.  Related Policies.  Appropriate policies concerning workplace bullying, harassment or discrimination will be stipulated in the personnel policies and procedures promulgated by the Corporation.  However, nothing in this Article will bind the staff of the Corporation, who will instead be covered by the procedures contained in their personnel policies and procedures.

 

 

Article XIII.

Indemnification of Trustees, Officers & Employees

 

Section 1.  Indemnification Obligations.  Provided that it first obtains, and subsequently maintains a Trustees and Officers (D&O) liability insurance policy with coverage limits deemed reasonably appropriate by qualified professionals, the Corporation shall indemnify its Members, Trustees, Officers, employees and volunteers against judgments, fines, amounts paid in settlement and reasonable expenses and costs, including attorneys fees, in connection with any claim asserted against the Member, Trustee, Officer, employee or volunteer by court action, or otherwise, by reason of the fact that such person was a Trustee, Officer, employee or volunteer of the Corporation and acting in good-faith for a purpose which such person reasonably believed to be in the best interest of the Corporation, and was not unlawful, unethical or immoral.

                                                                                                                                               

                                                                             

Article XIV.

Fundamental Corporate Changes

 

Section 1.  By-Law Amendment.  These By-Laws may be amended, repealed or altered, by a two-thirds (2/3) majority vote of the Trustees present at any Annual Meeting, Regular Meeting or Special Meeting of the Board called for that purpose, excepting that the Board shall have no authority to amend, repeal or alter Article III, this Article XIV or any other By-Law applicable to the rights, entitlements and/or obligations of the Members.  Any amendment, repeal or alteration of the By-Laws authorized by the Board shall be presented to the Membership at the next Annual Meeting or Special Meeting of the Membership called for that purpose, and may be vetoed, in whole or in part, or otherwise modified by majority (50% +1) vote of the Members present.  The Membership may by majority (50% +1) vote of the Members present at any Annual Meeting or Special Meeting of the Membership called for that purpose, amend, repeal or alter Article III, this Article XIV, any other By-Law applicable to the rights, entitlements and/or obligations of the Members or the By-Laws, in their entirety, with or without the consent of the Board,

 

Section 2.  Certificate of Incorporation.

 

2.1. Amendment.  The Certificate of Incorporation of the Corporation may be changed or amended, in whole or in part, by a two-thirds (2/3) majority vote of each the Board of Trustees and those entitled to cast ballots for a resolution of the Membership, provided all statutory approvals are subsequently secured and any Certificate of Amendment or Restated Certificate of Incorporation is accepted for filing by the New York Department of State.

 

2.2. Governing Effect.  If there is any conflict between the provisions of the Certificate of Incorporation and these By-Laws, the provisions of the Certificate of Incorporation shall govern.

 

Section 3.  Purchase, Lease, Sale, Mortgage or Disposition of Real Property or Other Assets.  The purchase, lease (for five (5)-or more years), sale, mortgage or disposition of all, or substantially all, of the real property or other assets of the Corporation shall only be authorized by a two-thirds (2/3) majority vote of the Corporation..

 

Section 4.  Creation of Corporate Affiliate Relationship.  The Corporation may only enter into any affiliate arrangement, such as a parent/subsidiary relationship with another corporation, or form a new corporation for purposes of establishing an affiliate relationship, by a two-thirds (2/3) majority vote of the Corporation.

 

Section 5.  Merger or Consolidation.  This Corporation may be merged or consolidated by a two-thirds (2/3) majority vote of the Corporation provided all statutory approvals are subsequently secured and any Certificate of Merger or Consolidation is accepted for filing by the New York State Department of State.

 

Section 6.  Dissolution. 

6.1. Procedure.  This Corporation may be dissolved by a two-thirds (2/3) majority vote of the Corporation, provided all statutory approvals are subsequently secured and a Certificate of Dissolution is accepted for filing by the New York Department of State.

                                                                                                                                               

6.2. Residual Assets.  In seeking approvals necessary for Dissolution, the Corporation shall exercise its best efforts to assure that any residual assets shall be donated to another Not-for-Profit Corporation qualified under Section 501(c)(3) of the Internal Revenue Code with purposes similar to those of this Corporation.

 

 

                                                                         ~End~

 

 

APPENDIX A—By-Law & Corporate Policy Definitions

 

1.  Charitable Corporation.

Any Not-for-Profit Corporation formed, or deemed to be formed, for charitable purposes, including those formerly considered by the Not-for-Profit Corporation Law to be Type “B” or “C” Corporations, as well as former Type “D” with charitable purposes.

 

2.  Non-Charitable Corporation.

Any Not-for-Profit Corporation formed, or deemed to be formed, for other than the purposes of a Charitable Corporation, including, but not limited to one formed for any one, or more of the following  non-pecuniary purposes:  civic, patriotic, political, social, fraternal, athletic, agricultural, horticultural, or animal husbandry, or for the purpose of operating a professional, commercial, industrial, trade or service association, including those formerly considered by the Not-for-Profit Corporation Law to be Type “A” Corporations, as well as former Type “D” with non-charitable purposes.

 

3.  Related Party.

A “Related Party" means (i) any Trustee, Officer or Key Employee of the Corporation, or any Affiliate; (ii) any Relative of any Trustee, Officer or Key Employee of the Corporation, or any Affiliate; or (iii) any entity in which any individual described in clauses (i) and (ii) herein has a  thirty-five percent (35%) or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of five percent (5%).

 

4.  Affiliate.

An “Affiliate” of the Corporation means any entity controlled by, in control of, or under common control with the Corporation.

 

5.   Member.

A “Member” means any person afforded rights, entitlements or obligations with respect to the governance and operations of the Corporation, as identified in the By-Laws and/or the Certificate of Incorporation, as may be amended.

 

6.  Trustee.

A “Trustee” means any member of the governing board of the Corporation, whether designated as Trustee, trustee, manager, governor, or by any other title.

 

7.  Officer. 

An “Officer” means any Trustee, trustee, manager, governor, or by any other title, any individual holding an office of the Corporation identified in the Certificate of Incorporation and/or By-Laws.

 

8.  Key Employee.

A “Key Employee” means any person who is in a position to exercise substantial influence over the affairs of the Corporation.

9.  Relative.

A “Relative” of an individual means his or her spouse, domestic partner, ancestors, brothers and sisters (whether whole or half-blood), children (whether natural or adopted), grandchildren, great-grandchildren, and spouses or domestic partners of brothers, sisters, children, grandchildren and/or great-grandchildren

 

 

10.       Related Party Transaction.

A “Related Party Transaction” means any transaction, agreement or any other arrangement in which a Related Party has a financial interest and in which the Corporation, or any Affiliate, is a participant.  The assessment of, and any determination concerning, any Related Party Transaction, must be considered in strict compliance with the adopted policies and procedures of the Corporation. 

 

11.       Entire Board.

The “Entire Board" means the total number of Trustees entitled to vote which the Corporation would have if there were no vacancies.  If the By-Laws provide that the Board of Trustees shall consist of a fixed number of Trustees, then the “Entire Board” shall consist of that number of Trustees.  If the By-Laws provide that the Board may consist of a range between a minimum and maximum number of Trustees, then the “Entire Board” shall consist of the number of Trustees within such  range that were elected as of the most recently held election of Trustees.

 

12. Independent Trustee.  An “Independent Trustee” means a Trustee who:

 

  1. is not, and has not been within the last three (3) fiscal years, an employee of the Corporation or an Affiliate of the Corporation and does not have a Relative who is, or has been within the last three (3) fiscal years, a Key Employee (as defined by these By-Laws) of the Corporation or an Affiliate;
  2. has not received, and does not have a Relative who has received, in any of the last three (3) fiscal years, more than ten thousand dollars ($10,000) in direct compensation from the Corporation or an Affiliate (other than reimbursement for expenses reasonably incurred as a Trustee or reasonable compensation for service as a Trustee if permitted by statute and regulation; and,
  3. is not a current employee of or does not have a substantial financial interest in, and does not have a Relative who is a current Officer of or has a substantial financial interest in, any entity that has made “payments” to, or received “payments” from, the Corporation or an Affiliate of the Corporation for property or services in an amount which, in any of the last three (3) fiscal years, exceeds the lesser of twenty-five thousand dollars ($25,000) or two  percent (2%) of such entity's consolidated gross revenue.  For purposes of this definition the term “payments” does not include charitable contributions.

 

13.  Independent Auditor.

An “Independent Auditor” means any Certified Public Accountant performing the audit of the financial statements of the Corporation who is not, nor is any member of his/her firm, an Officer, Trustee, employee or volunteer of the Corporation or has a Relative who is such an individual.

 

 

APPENDIX B—Board of Trustees Conflicts of Interest Policy & Related Party Transactions Policy

 

1.   Policy Requirements. 

All real or potential “Related Party Transactions” (as defined by Attachment “A”) and any other conflicted matter must be addressed in accordance with the terms of this Board of Trustees Conflicts of Interest and Related Party Transactions Policy.  Any Related Party Transaction, or any other conflicted matter, authorized in a manner that is materially inconsistent with the terms of this policy may be subsequently rendered void or voidable by a vote of the majority (50% +1) of the Board of Trustees, excluding any Trustees with an interest in the subject transaction or matter. 

 

2.   General Disclosure. 

Prior to initial election, and annually thereafter, each Trustee shall be required to complete, sign and submit to the Secretary, or an authorized designee, as appropriate, a written statement identifying, to the best of the Trustee's knowledge, any entity of which such Trustee is an officer, Trustee, trustee, member, owner (either as a sole proprietor or a partner), or employee and with which the Corporation has a relationship, and any transaction in which the Corporation is a participant and in which the Trustee might have a conflicting interest.  The Secretary shall provide a copy of all completed disclosure statements to the Chair of the Audit and Finance Committee.  A copy of each disclosure statement shall be available to any Trustee on request.

 

3.   Specific Disclosure.

If at any time during his or her term of service, a Trustee, Officer or Key Employee (all as defined by Attachment “A”) acquires an interest, or circumstances otherwise arise, which could give rise to a real or potential Related Party Transaction, or any other conflicted matter, he or she shall promptly disclose, in good-faith, to the Board of Trustees, or an authorized committee thereof, as appropriate, the material facts concerning such interest. 

 

4.   Audit & Finance Committee Review. 

Unless the Board of Trustees elects to directly assume such responsibility, the Audit and Finance Committee, or a sub-committee thereof, shall review any real or potential Related Party Transaction, or matter which might be considered to constitute a conflict of interest for a particular Related Party (as defined by Attachment “A”). 

 

5.   Standard of Review.

In any instance where a Related Party Transaction, or other conflicted matter, is being reviewed, and is so material that it would customarily warrant formal approval by the Board of Trustees, either the Audit and Finance Committee shall thoroughly review the transaction or matter and submit to the Board a recommendation as whether or not it should be approved, or the Board, itself, shall thoroughly review the transaction and render a binding determination.

 

6.   Authorization of Related Party Transactions

The Corporation shall not enter into any Related Party Transaction, or any other conflicted matter, unless such a transaction, or matter, is determined by the Board to be fair, reasonable and in the Corporation's best interest at the time of such determination

 

7.   Authorization of Transactions Concerning Substantial Financial Interest.

With respect to any Related Party Transaction, or other conflicted matter, in which a Related Party has a substantial financial interest, the Board of Trustees, or an authorized committee, as appropriate shall:

 

  1. prior to entering into such transaction, or matter, to the extent practicable, consider alternative transactions and/or a review of information compiled from, at least, two (2) independent appraisals of other comparable transactions;

 

  1. approve the transaction by not less than a two-thirds (2/3s) majority vote of the Trustees and/or committee members, as appropriate, present at the meeting; and,

 

  1. contemporaneously document the basis for approval by the Board, or authorized committee, as appropriate, which shall include the preparation of a written report, to be attached to the minutes of any meeting where the transaction or matter was deliberated or authorized, identifying the details of the transaction or matter; alternate transactions considered; materials or other information reviewed, Trustees, or committee members, present at times of deliberations; names of those who voted in favor, opposed, abstained or were absent; and, the specific action authorized.

 

8.   Restrictions.

With respect to any Related Party Transaction, or any other conflicted matter considered by the Board or an authorized committee as appropriate, No Related Party shall:

 

  1. be present at, or participate in, any deliberations;
  2. attempt to influence deliberations; and/or,
  3. cast a vote on the matter.

 

Nothing herein shall prohibit the Board, or authorized committee, as appropriate, from requesting that a Related Party present information concerning a Related Party Transaction, or any other conflicted matter, at a Board or authorized committee meeting prior to the commencement of deliberations or related voting.

 

9.   Nepotism.

If a “Relative” (as defined by Attachment “A”), or a household member, of an employee or Trustee is considered for employment or retention by the Corporation as an employee or contractor, a presumption of a Related Party Transaction is created.  The terms of this Conflicts of Interest and Related Party Transaction Policy will govern the consideration of such a matter.  In cases where a Related Party, or household member, is found to be the best candidate for a given position and is hired as an employee or retained as a contractor, the Corporation shall document that the employee/contractor is qualified and paid a reasonable salary/rate in accordance with other corporate employees and contractors.  In addition, such employee or  

contractor shall not be supervised by, or be in the line of supervision of, the Related Party or household member.

                                                                                                                                                           

10. Audit-Related Disclosure of Conflicts. 

It shall be the duty of the Secretary to see to it that all newly-received and annually-submitted Trustee Conflicts Disclosure Statements (as set forth in Attachment “C”) and any case-specific Related Party Transaction reports, together the minutes of any related meetings, are promptly provided to the Chair of the Audit and Finance Committee, if applicable, in an effort to assure  that they are properly considered for auditing purposes.

 

 

APPENDIX C—Code of Ethical Conduct & Annual Potential Conflicts Disclosure Statement

 

This Corporation is committed to maintaining the highest standard of conduct in carrying out our fiduciary obligations in pursuit of our tax-exempt mission and purposes.  As such, each and every Trustee, Officer and Key Employee (to the extent applicable) shall adhere to the following code of conduct:

 

By-Laws & Policies.

 

 

Informed Participation.

 

      respect and follow the “chain of command” of the Board and administration

   

 

 

Interpersonal.

 

 

—Annual Potential Conflicts Disclosure Statement—

As a Trustee or Officer or Key Employee of the Corporation, prior to your being seated on the Board of Trustees or commencing employment with the Corporation, as appropriate, and annually thereafter, you are required to truthfully, completely and accurately disclose all information requested herein and to promptly update all such information as factual circumstances may change from time-to-time.  With regard to this Conflicts Disclosure Statement, be advised, all material terms identified by quotation marks are defined by Appendix “A” of the By-Laws of the Corporation, which is entitled “By-Law & Corporate Policy Definitions.”

 

please mark ‘Yes’ or ‘No’ & provide additional information when requested

 

Financial Information Return Disclosure

 

Responses to the following questions are required in order to complete financial information returns annually submitted to the Internal Revenue Service and the Office of the Attorney General. 

 

  1. Have you served as an officer, Trustee, trustee, key employee, partner or member of, or hold a thirty-five percent (35%) or greater ownership or beneficial interest, or in the case of a partnership or professional corporation a direct or indirect ownership interest in excess of five percent (5%), in, an entity, which during the most recently completed, or current, fiscal year, had, or are reasonably anticipated to have, a direct, or indirect, business relationship, with the Corporation?

 

______            _          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

 

______________________________________________________________________

 

______________________________________________________________________

 

2.      Have you, individually, or through an entity where you hold a thirty-five percent (35%) or greater ownership or beneficial interest, or in the case of a partnership or professional corporation a direct or indirect ownership interest in excess of five percent (5%), during the most recently completed, or current, fiscal year, had, or are reasonably anticipated to have, a direct, or indirect, business relationship, with any individual who is a current or former “Officer,” “Trustee” or “Key Employee” of the Corporation?    

 

_______          ________

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

 

 

 

 

Do you have a “Relative” who, during the most recently completed, or current, fiscal year, had, or is reasonably anticipated to have, a direct, or indirect, business relationship with the Corporation?

 

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

 

______________________________________________________________________

 

______________________________________________________________________

 

3.      Have you, or did you have a “Relative” who, during the most recently completed, or current, fiscal year, had, or is reasonably anticipated to have, any transaction with the Corporation that might reasonably be considered a real or potential conflict of interest pursuant to the Corporation’s Board of Trustees Conflicts of Interest Policy, which has not been otherwise disclosed herein? 

 

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

 

______________________________________________________________________

 

______________________________________________________________________

 

4.      Have you been provided with, properly reviewed and reasonably understand the terms of the Corporation’s current written Board of Trustees Conflicts of Interest Policy?

 

_______          _______

No                   Yes                  If No, briefly describe below &/or attach a detailed explanation

 

______________________________________________________________________

 

______________________________________________________________________

 

______________________________________________________________________

 

______________________________________________________________________

 

______________________________________________________________________

 

 

Independent Trustee Assessment Disclosure.

 

In order to qualify as an “Independent Trustee,” as defined by the New York Not-for-Profit Corporation Law, an Officer or Trustee must respond in the negative to each of the following questions, although failure to respond to all questions in the negative shall not necessarily preclude such an Officer or Trustee from serving on the Board of Trustees.

 

  1. Are you currently, or have you been within the last three (3) fiscal years, an employee of the Corporation, or an “Affiliate” of the Corporation?

 

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

 

______________________________________________________________________

 

______________________________________________________________________

 

  1. Do you have a “Relative” who is, or has been within the last three (3) years, a “Key Employee” of the Corporation or an Affiliate of the Corporation?

 

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

 

______________________________________________________________________

 

______________________________________________________________________

 

  1. Have you received, within the last three (3) fiscal years, more than ten thousand dollars ($10,000) in direct compensation from the Corporation, or an “Affiliate” of the Corporation, other than reimbursement for out-of-pocket expenses?

 

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

 

______________________________________________________________________

 

______________________________________________________________________

 

  1. Do you have a “Relative” who has received, within the last three (3) fiscal years, more than ten thousand dollars ($10,000) in direct compensation from the Corporation, or an “Affiliate” of the Corporation, other than reimbursement for out-of-pocket expenses?

 

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

 

______________________________________________________________________

 

  1. Are you a current officer or employee of, or do you have a substantial financial interest in, any entity that has made “payments” to, or received “payments” from, the Corporation or an “Affiliate” of the Corporation, for property or services in an amount which, within the last three (3) fiscal years, exceeds the lesser of twenty-five thousand dollars ($25,000) or two percent (2%) of such entity's consolidated gross revenue.  For purposes of this question, the definition the term “payments” does not include charitable contributions.

 

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

 

______________________________________________________________________

 

______________________________________________________________________

 

  1. Do you have a Relative who is a current officer or employee of, or has a substantial financial interest in, any entity that has made “payments” to, or received “payments” from, the Corporation or an “Affiliate,” for property or services in an amount which, within the last three (3) fiscal years, exceeds the lesser of twenty-five thousand dollars ($25,000) or two percent (2%) of such entity's consolidated gross revenue.  For purposes of this question, the definition the term “payments” does not include charitable contributions.

 

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

 

______________________________________________________________________

 

______________________________________________________________________

 

—Certification—

 

I, the undersigned, certify that I have read and understand this Code of Ethical Conduct & Annual Conflicts Disclosure Statement.  I agree that my actions will comply with the disclosures found in this document.  I further affirm that neither I, as a Related Party nor any Relative have, or had, an interest, or has taken any action, that contravenes, or is likely to contravene, the Conflicts of Interests Policy of the Corporation or, otherwise impedes my ability to act as a fiduciary and in the best interests of the Corporation, except those that may have been disclosed herein. 

 

___________________________________                                      _____________________

Trustee Signature                                                                                  Date