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HomeMy WebLinkAbout2003 Bylaws Amended to Exclude Membership ,2003 ,5y4AW5 I rkCEL510A STATE OF NEW YORK OFFICE OF THE ATTORNEY GENERAL e ANDREW M.Cuomo DIVISION of PUBLIC ADVOCACY ATroRNEY GENERAL CnARmEs BUREAU s Writer's Direct Dial: 212-416-6349 E-mail:carl.distefano@oag.state.ny.us March 14, 2007 Ms. Southold,New York 11971-5313 Re: FOIL Request ID#4099 North Fork Animal Welfare League ("NFAWL') Dea This responds to your Freedom of Information Law request dated November 8, 2006. Documents responsive to your requests numbered 1 and 2 are enclosed. There are no documents responsive to your request numbered 3. For your information, an amendment to NFAWL's certificate of incorporation was not required in order to change NFAWL into a non-membership corporation. The provision for members was not in the corporation's certificate of incorporation,but only in its bylaws, as permitted by N.Y.lkt-for- Profit Corporation Law § 601(a). Accordingly, a bylaws amendment providing for no members Was sufficient. In view of the modest number of pages reproduced, the copying fee has been waived. Very truly yours, { Carl L. Diste ano Assistant Attorney General Enclosures 120 Broadway,New York,NY 10271 • (212)416.8400 • Fax(212)416-8393 NOT POR SERVICE OF PAPERS http://www.oag.state.ny.us ' i t' NORTH FORK ANIMAL WELFARE LEAGUE,INC. AMENDED AND RESTATED BYLAWS ARTICLE I Purposes and Policies Section 1. P=oses.oses. The purposes of the North Fork Animal Welfare League;Inc. (the "League") are: the prevention of cruelty to animals;the relief of suffering among animals;the extension of humane education; the enforcement by all lawful means of the laws relating td or in any way affecting animals;to seek to return lost animals to their rightful owners;to seek suitable homes for animals without owners; and to provide humane care and shelter for all animals needing protection in the area served by the League. Section 2. Policies and Standards.It is the policy of this League to provide euthanasia only when necessary:No animal under the control of the League may be di6a6ized except as herein specifically provided. In its care and disposition of animals,the League shall maintain the minimum standards prescribed by the Humane Society of the United States: ARTICLE II $eadgdarters and Branches The principal office and headquarters of the League shall be in Southold Township, Suffolk County,New York. The League may establish and maintain branches and offices elsewhere. ARTICLE III Seal The Board of Directors (the"Board")may prescribe the design for a Corporate Seal. The Seal may be used by causing it or a facsimile thereof to be,impressed or affixed or reproduced or otherwise: J:1010910109-1110.wpd NYS Reg. No. 03-47-17 NO ARTICLE W Members The Corporation shall have no members. ARTICLE V Board of Directors Section 1. Powers and Number. The Board of Directors shall have general power to control and manage the affairs and property of the League in accordance with the purposes and limitations set forth in the Certificate of Incorporation. The number of Directors of the entire Board shall be ten(10). The number of Directors may be expanded or reduced by the Board, but in no case shall the number of Directors consist of less than three(3)nor more than twelve(12) Directors, Each Director shall be at least eighteen(18)years of age. Section 2. Eli 'bili . No person employed by or receiving remuneration for services from a humane society and no person who derives his or her livelihood,or any significant income from the purchase, sale,use, care or commercial exploitation of animals may be a Director. Section 3. Election and Term of Office. To become a Director,a person shall be nominated by a then existing Director-and elected by a majority of the Board at the annual meeting of the Board of Directors,except as otherwise provided herein.Directors shall hold office until the applicable annual meeting of the Board of Directors and shall serve for terms of three(3)years;provided,however,that any Director elected to fill an unexpited term(whether resulting from the death,resignation or removal or created by an increase in the number of Directors)shall hold office until the next election of Directors. Directors may be elected to any number of consecutive terms. Section 4. Vacancies and Newly Created Directorships. Any newly created directorships and any vacancies on the Board of Directors arising at any time and from any cause may be filled at any meeting of the Board of Directors by a majority of the Directors then in office,regardless i of their number, and any Director so elected shall serve until the next annual meeting at which the election of directors is in the regular order of business and until his or her successor is elected. Section 5. Removal. Any Director may be removed at any time for cause by a majority ' of the Board then in office at any special meeting of the Board called for that purpose,provided at least one week's notice of the proposed action shall have been given to the entire Board of Directors then in office. Section 6. Meetings. Meetings of the Board may be held at any place within or without JA0109\0109-1110 wpd NYS Reg. No. 03-47-17 .110 the State of New York as the Board may from time to time fix, or as shall be specified in the notice or Waivers of notice thereof. Any meeting of the Board may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. The annual meeting of the Board shall be held in the seventh month of each year at a time and place fixed by the Board. Special meetings of the Board may be called by the President, or by the Secretary when requested to do so in writing by any three (3)Directors, in each case at such time and place as shall be fixed by the person or persons calling the meeting. ,Section 7.Notice of Meetings: Waiver of Notice. Notice of the time and place of each regular meeting, and each special meeting that is called by the President,-shall be mailed to each -Director,postage prepaid, addressed to him or her at his or her residence or usual place of business(or at such other address as he or she may have designated in a written request made to the Secretary)or shall be communicated to each Director via facsimile transmission or E-mail at his or her residence or usual place of business, at least seven(7)days before the day on which the meeting is to be held;provided,however,that notice of special meetings to discuss matters requiring prompt action may be given personally,by telephone,by facsimile transmission or by E-mail,no less than forty-eight(48)hours,unless the meeting must be held within forty-eight (48)hours.Notice of the time and place of each special meeting called by the Secretary at the written request of three(3)Directors shall be mailed to each Director,postage prepaid; addressed Ao him or her at his or her residence or usual place of business (or at such other address as he or ,she'may have designated in a written request made to the Secretary)or shall be communicated to each Director via facsimile transmission or E-mail at his or her residence or usual place of business, at least thirty 30)days before the day on which the meeting is to be held,Notice of a meeting need not begiven to any Director who submits a signed waiver of notice,whether before ' or after the meeting, or who attends the meeting without protesting,prior thereto or at its i .commencement,the lack of notice to him or her. Section 8. Quorum and Voting. A majority of the members of the Board of Directors shall constitute a quorum. Except as may otherwise be prescribed by statute or these bylaws,the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time,shall be the act of the Board. If at any meeting of the Board there shall be less than a quorum present,the Directors present may adjourn the meeting until a quorum is obtained. No proxy voting is permitted for meetings of the Board.Any action required or permitted to be taken by the Board, or any committee thereof,may be taken without a meeting if all the members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. Section 9. Attendance. If any member of the Board shall be absent from three(3) consecutive regular meetings,without being excused from attendance by the Board,he or she shall be deemed to have resigned from office and the vacancy so caused shall be filled as herein provided for the filling of vacancies on-the Board. 1, Section 10. Compensation: Directors and members of committees shall be classed as J:10109\0109-1110.wpd NYS Reg. No. 03-47-17 ' volunteers and shall not receive any salaries of fees for their services as such,but may be . reimbursed for reasonable expenses incurred in fulfilling their duties. . { v. Section 11. Transactions between Board Members and the Leaguer In any instance where the League'proposes to enter into a contract or other transaction with one or more of the directors or with a'corporation, firm, association or other entity in which one or more of the directors have a substantial financial interest or are officers or directors(an"interested party transaction"),the board member or members interested in the transaction shall: a) disclose his or her interest to the board,prior to any vote on the transaction;b) other than as compliance with a) above requires, absent himself from discussions, deliberations, or votes concerning the j transaction; c)not be counted in determining the existence of a quorum. In considering any } transaction described in this paragraph,the League shall satisfy itself,that the transaction is fair ! J and reasonable to the League in the manner it deems appropriate. Section 12. Board Procedures for Consideration of Interested Party Transactions. In considering any transaction described in this section or Section 11,the League shall satisfy itself that the transaction is fair and reasonable to the League and does not constitute an"excess } benefit"to the board member interested in the transaction. whenever feasible,the Board shall r approve an interested party transaction only after obtaining appropriate data as to the cost of comparable goods or services. In the case of compensation arrangements,appropriate comparative data includes, but is not limited to, compensation levels paid by similarly situated organization, both taxable and tax-exempt,for functionally comparable positions and/or compensation surveys compiled by independent firms. In any instance where the League , approves an interested party transaction,the minutes of the meeting where such transaction is approved shall note a)the terms of the transaction; b)the date it was approved and those who, J voted on it; c)the comparability data obtained and relied upon and how such data was obtained; 4 d)the basis for the League's decision to approve the transaction. Section 13. Conflict of Interest Disclosure. At each annual meeting of the League, each Director of the League shall complete a Conflict of Interest Disclosure statement,the form of Which shall be determined by the Board of Directors. The statement shall disclose all interested party transactions involving each board member entered into or continued during the preceding year, as well as interested party transactions currently before the Board for its consideration: ARTICLE VI Officers,Employees and Agents Section 1. Number and Oualifications. The officers of the League shall be a President, Vice-President, Recording Secretary, Corresponding-Secretary and Treasurer and such other officers as the business of the League may require,as determined by the Board. All officers shall hold office at the pleasure of the Board. J:10109\0109-1110.wp4 NYS Req. No. 03-47-17 Section 2. Election and Term of Office. The officers of the League shall be elected by the Board at the annual meeting of the Board,or as soon thereafter as is practicable. Each officer, whether elected at the organizational meeting,or to fill a vacancy or otherwise, shall hold office for a one year term, or until a successor shall have been elected and shall qualify, or until the resignation,removal or death of such officer. Section 3. Other Agents and Employees. The Board may from time to time appoint such agent$and employees as it deems necessary, each of whom shall serve at the pleasure of the Board and shall have such authority,perform such duties and receive such reasonable ;compensation,if any, as a majority of the Board may from time to time determine.To the full _` extent allowed by law,the Board may delegate to any officer, agent or employee, any powers possessed by the Board, and may prescribe their respective title,terms of office, authorities and duties. Section 4. Removal. Any officer,agent or employee may be removed with or without cause by a vote of a majority of the Board. Section 5. Vacancies.In case a vacancy shall occur in any office of the League, a . successor may be elected by the Board to fill the unexpired portion of the term. Section 6. President. The President shall preside over all meetings of the Board.The President shall have general supervision over the affairs of the League and shall keep the board fully informed about the League's activities. He or she shall have the power to sign and execute in the name of the League all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature, The President shall perform such other duties as may be from time to time assigned by the Board. Section 7. Vice-President. The Vice-President shalle o p rf rm the dunes of the President When the President is incapacitated,unavailable, or for any reason cannot serve. The Vice- President shall have such additional powers and duties as may be assigned to him or her by the Board. I Section 8. Recording Secretary. The Recording Secretary shall take and prdserve minutes of all meetings of the Board, shall notify directors (as applicable) of annual,regular and special meetings, and perform such other duties as may be assigned by the Board. The Recording Secretary shall have custody of all files,records and other documents and oversee their safe- keeping. Section 9, Corresponding Secretary. The Corresponding Secretary shall receive and report all correspondence to the Board or the Executive Committee, if any, and shall answer all correspondence unless otherwise directed by the Board. Section 10, Treasurer. The Treasurer shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements of the League and shall deposit, or cause to be deposited, J:1010910109-1110.wpd NYS Reg. No. 03-47-17 all moneys, securities, evidences of indebtedness and other valuable documents of the League in the name and to the credit of the League in such banks or depositories as the Board may designate. The Treasurer disburse funds in accordance with a budget approved by the Board. The Treasurer shall submit to the Board an annual report audited by an independent accountant assets of the League. selected by the Board,of the income, liabilities and Section 11. Compensation. The Executive Director of the League,and any other employee or agent of the League,may receive a reasonable salary or other reasonable compensation for services rendered to the League,when authorized by 4 majority of the Board of - Directors,and only when so authorized. ARTICLE VIII Committees Section 1. Committees of the Board. The Board may, by resolution adopted by a majority of the entire Board, establish and appoint an executive committee and other standing committees. The President of the Board shall appoint the Chair of each committee. At least one member of other committees shall be a member of the Board; except as otherwise provided herein. Each committee shall,to the extent provided in the resolution establishing it,have all the authority of the Board except as to the following matters: 1. the filling of vacancies on the Board or on any committee; 2. the amendment or repeal of the by-laws or the adoption of new by-laws; 3. the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable; 4. the fixing of compensation of the Directors for serving on the Board or any committee. Special Committees may be appointed by the President with the consent of the Board and shall -have only the powers specifically delegated to them by the Board. Section 2. Executive Committee. (a) Members of the Executive Committee. The Corporation may have an Executive Committee of three (3)members, all of whom shall be members of the Board of Directors, The President of the Corporation,by reason of his or her office, shall be a member and Chairman of the Executive Committee. The other members of the Executive Committee shall be elected by the Board of Directors from among its members,and shall be eligible to serve on the Executive Committee as long as they are still serving on the Board of Directors. JA0109\0109-1 1 10.wpd NYS Reg. No. 03-47-17 17 - (b) Terms of Office for Executive Committee Members. Except in the event of resignation, death, or the termination of the board membership of an Executive Committee member prior to the normal expiration of his or her term of office, all members of the Executive 1 Committee shall be elected each year. Regardless of the normal expiration date of the term of an 1 Executive Committee member who serves his or her entire term, such member shall, in any eventa hold office until a successor has assumed office, (c) Vacancies on the Executive Committee. Whenever a vacancy shall occur on the Executive Committee,the Board of Directors shall appoint anew member from the membership ' of the Board of Directors to fill the vacancy for the unexpired term. (d) Powers and Duties of the Executive Committee. Except as limited by Section r above,the Executive Committee shall exercise, subject at all times to the general direction and ' control of the Board of Directors, all of the powers and authority necessary to conduct the normal i operations of the Corporation,including authorization to sign documents on behalf of the + f Corporation. i ARTICLE VIII a Books and Records 1 I There shall be kept at the office of the League, or the League's accountant,correct books of account of the activities and transactions of the League, including a minute book,which shall contain a copy of the Certificate of Incorporation, a copy of these by-laws, and all minutes of meetings of the Board. ARTICLE IX Contracts, Checks,Bank Accounts and Investments Section 1. Checks.Notes and Contracts. The Board of Directors is authorized to select the banks or depositories it deems proper for the funds of the Corporation. The President and the Treasurer shall be authorized in the League's behalf to sign bills,notes,receipts, acceptances, endorsements, checks,releases, contracts and documents, and both of their signatures are required to execute such documents. Section 2. Investments. The funds of the League may be retained in whole or in part in cash or be invested and reinvested from time to time in such property,real,personal or otherwise, including stocks, bonds or other securities,as the Board of Directors may deem desirable. 7:1010910109-1110."d NYS Reg, No. 03-47-17 F ARTICLE X Fiscal Year The fiscal year of the League shall commence on January 1 st of each year. ' ARTICLE XI Indemnification Section 1. Officers and Directors.The League shall indemnify each of its Directors and } each of its Officers(both current and former) and the testator or intestate of each in the discharge of their duties to the League(including acting as trustees or officers of other foundations, . corporations or entities at the request of the League)to the fullest extent authorized by the Not- for-Profit Corporation Law of the Stdte of New York(the"N-PCL")as it may be amended. I Specifically,the League shall indemnify such Directors and Officers in all instances and to the r extent described in N-PCL 772 and 723(a)and may indemnify them in any specific case permitted by statute upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct prescribed by law has been met by such Director or Officer. Section 2. Other Agents and Employees. The League may, at the discretion of the Board, indemnify all corporate personnel,other than Directors and Officers,in the same manner and to the same extent as any Officer or Director. ARTICLE XIII f Amendments i These bylaws may be amended or repealed by the affirmative vote of a majority of the Board at the annual meeting or at a meeting duly called for-the purpose of altering these by-laws, providing notice of the proposed alteration has been included with the notice of meeting. J:\0109\0109-1110.wpd NYS Reg- No. 03-47-17