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HomeMy WebLinkAboutBy-Laws of FI Community Center, Inc BY-LAWS OF Fishers Island Community Center. Inc. (the "Corooration") ARTICLE I MEMBERS The Corporation shaH have no members. ARTICLE II OFFICES The principal office of the Corporation shall be in the County of Suffolk, State of New York. The Corporation may also have offices at such other places as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE III BOARD OF DIRECTORS Section I. Powers and Duties. The Board of Directors shall have general power to control and manage the affairs and property of the Corporation subject to applicable law and in accordance with the purposes and limitations set forth in the Certificate of Incorporation and herein. (a) The Board of Directors may: (i) Appoint and discharge advisors and consultants who have skills necessary or helpful to the Corporation. (ii) Employ and discharge persons for the furtherance of the purposes of the Corporation. (iii) Exercise all other powers necessary to manage the affairs and further the purposes of the Corporation in conformity with the Certificate ofIncorporation and these By-Laws. (b) The Board shall: NEWYORK 5101030 vI (2K) (i) Direct the President and Treasurer of the Corporation to present at the annual meeting of the Board a financial report, verified by the President and Treasurer or certified by an independent public accountant or certified public accountant or a firm of such accountants selected by the Board. This report shall be filed with the records of the Corporation and a copy or abstract thereof entered in the minutes of the proceedings of the annual meeting of the Board. (ii) Select all officers for the Corporation and the members of any committee of the Board. Section 2. Number. The number of Directors constituting the entire Board shall be not less than three. Subject to such minimum, the number of Directors may be increased or decreased from time to time, by resolution of the Board of Directors, but such action by the Board shall require a vote of a majority of the entire Board and no decrease shall shorten the term of any incumbent Director. Section 3. Election and Term of Office. The initial Directors shall be the persons named in the Certificate ofIncorporation and shall serve until the first annual meeting of the Board of Directors. The Directors shall hold office for 3 year terms; provided, however, that any Director elected to fill an unexpired 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. To become a Director, a person shall be nominated by a Director and elected by a plurality of the Board. Section 4. Oualification for Directors. Each Director shall be at least 18 years of age. Section 5. Removal. Any Director may be removed at any time for cause by a vote of Directors then in office at a regular meeting or special meeting of the Board called for that purpose; provided that there is a quorum of not less than a majority present at such meeting; provided further that 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 Resignation. Any Director may resign from office at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Corporation or the President. The acceptance of a resignation by the Board of Directors shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a Director. Section 7. Vacancies and Newlv 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 of their number, and the Directors so elected shall serve until the next annual NEWYORK 5JOlOlO vi (2K) -2- meeting. A vacancy in the Board of Directors shall be deemed to exist on the occurrence of any of the following: (a) the death, resignation or removal of any Director; (b) the declaration by the Board of Directors of a vacancy in the office of a Director who has missed three (3) consecutive meetings of the Board of Directors or a total of five (5) during anyone calendar year, unless a majority of Directors has excused such Director from attendance due to extreme circumstances; (c) an increase in the authorized number of Directors by resolution of the Board; or (d) the failure of the Directors, at any annual or other meeting of Directors at which anyone or more Directors are to be elected, to elect the full authorized number of Directors to be voted for at that meeting. Section 8. Meetings. Meetings of the Board may be held at any place within or without the State of New York as the Board may from time to time fix. The annual meeting of the Board of Directors shall be held in [month J of each year at a time and place fixed by the Board. Special meetings of the Board shall be held whenever called by the President of the Board, the Executive Director or any Director upon written demand of not less than three members of the Board of Directors, in each case at such time and place as shall be fixed by the person or persons calling the meeting. Section 9. Notice of Meetings. Regular meetings may be held without notice of the time and place if such meetings are fixed by the Board. Notice of the time and place of the annual meeting, each regular meeting not fixed by the Board and each special meeting of the Board (which notice shall, in the case of each annual and special meeting, be accompanied by a written agenda setting forth all matters upon which action is proposed to be taken) 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 filed with the Secretary 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 sent to him or her at such address bye-mail, facsimile, or given personally or by telephone, no less than forty-eight hours before the time at which such meeting is to be held, unless the meeting must be held within forty-eight hours. Notice of a meeting need not be given 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 commencement, the lack of notice to him or her. No notice need be given of any adjourned meeting. Section 10. Quorum and Voting. At all meetings of the board, a majority of the entire board shall constitute a quorum for the transaction of business. Except as otherwise provided by law or these by-laws, at any meeting of the board at which a quorum is present, the vote of a majority of the directors present at the time of the vote shall be the act of the board. If NEWYORK 5101030 vi (2K) -3- at any meeting of the Board there shall be less than a quonun present, the Directors present may adjourn the meeting until a quonun is obtained. However, the following actions may be taken only if authorized as specified: a. the purchase, sale, mortgage or lease of real property shall be authorized by vote of two-thirds of the entire board; b. the sale, lease, exchange or other disposition of all, or substantially all, the assets of the corporation shall be authorized by vote of two thirds of the entire board; c. an amendment or change of the certificate of incorporation shall be authorized by vote of a majority of the entire board; d. a petition for judicial dissolution or the revocation of voluntary dissolution proceedings shall be authorized by vote of a majority of the directors then in office. Section II. Action bv 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 members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution ilnd the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. Anyone or more members of the Board or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Section 12. Comoensation. No compensation of any kind shall be paid to any Director for the performance of his or her duties as Director. Subject to Article XII below, this shall not in any way limit reimbursement of or payment for services provided to the Corporation by the Director in any capacity separate from his or her responsibilities as a Director, provided that there is full disclosure of the terms of such compensation and the arrangement has been approved by the Board. The provisions of this section shall not in any way limit reimbursement of or payment for services provided to the Corporation by any organization in which a Director is affiliated. ARTICLE IV OFFICERS. EMPLOYEES AND AGENTS ',\.,;... ", "'''$;...".11I ."',. ''"'''''''''''''''r~ Section I. Number and Qualifications. The Officers of the Corporation shall be a President, a Secretary, a Treasurer and such other Officers, if any, including one or more Vice Presidents, as the Board of Directors may from time to time appoint. One person may hold more than one office in the Corporation except that no one person may hold the offices of President NEWYORK 5]01030 vI (2K) -4- and Secretary. The President shall be a member of the Board of Directors. The other Officers may, but need not, be members of the Board of Directors. No instrument required to be signed by more than one Officer may be signed by one person in more than one capacity. Section 2. Election and Term of Office. The Officers of the Corporation shall be elected for a one (I) year term at the armual meeting of the Board of Directors, and each shall continue in office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal. Section 3. Emplovees and Other Agents. The Board of Directors may from time to time appoint such employees and other agents as it shall deem necessary, each of whom shall hold office at the pleasure of the Board, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as a majority of the Board of Directors may from time to time determine. To the fullest extent allowed by law, the Board of Directors may delegate to any employee or agent any powers possessed by the Board of Directors and may prescribe their respective title, terms of office, authorities and duties. Section 4. Removal. Any Officer, employee or agent of the Corporation may be removed with or without cause by a vote of the majority of the entire Board of Directors. Section 5. Vacancies. In case of any vacancy in any office, a successor to fill the unexpired portion of the term may be elected by the Board of Directors. Section 6. President: Powers and Duties. The President shall preside at all meetings of the Board of Directors. The President shall have general supervision of the affairs of the Corporation and shall keep the Board of Directors fully informed about the activities of the Corporation. He or she has the power to sign and execute alone in the name of the Corporation all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature. The President shall perform all the duties usually incident to the office of the President, and shall perform such other duties as from time to time may be assigned by the Board of Directors. Section 7. Vice-President: Powers and Duties. A Vice President shall have such powers and duties as may be assigned to him or her by the Board of Directors. In the absence of the President, the Vice President(s), in the order designated by the Board of Directors, shall perform the duties of the President. Section 8. SecretarY: Powers and Duties. The Secretary shall keep the minutes of the armual meeting and all meetings of the Board of Directors in books provided for that purpose. He or she shall be responsible for the giving and serving of all notices of the Corporation and shall perform all the duties customarily incident to the office of the Secretary, subject to the control of the Board of Directors, and shall perform such other duties as shall from time to time be assigned by the Board of Directors. Section 9. Treasurer: Powers and Duties. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation, and shall NEWYORK 5101030 vI (2K) -5- deposit or cause to be deposited all moneys, evidences of indebtedness and other valuable documents of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. At the annual meeting, he or she shall render a report of the Corporation's accounts showing in appropriate detail: (a) the assets and liabilities of the Corporation as of a twelve-month fiscal period terminating not more than six (6) months prior to the meeting; (b) the principal changes in assets and liabilities during that fiscal period; (c) the revenues or receipts of the Corporation, both unrestricted and restricted to particular purposes during said fiscal period; and (d) the expenses or disbursements of the Corporation, for both general and restricted purposes during said fiscal period. Such report shall be filed with the minutes of the annual meeting of the Board. The report to the Board may consist of a verified or certified copy of any report by the Corporation to the Internal Revenue Service or the Attorney General of the State of New York which includes the information specified above. The Treasurer shall, at all reasonable times, exhibit the Corporation's books and accounts to any Officer or Director of the Corporation, whenever required by the Board, render a statement of the Corporation's accounts, and perform all duties incident to the position of Treasurer, subject to the control of the Board of Directors, and shall when required, give such security for the faithful performance of his or her duties as the Board of Directors may determine. Section 10. Compensation. Any Officer, employee or agent of the Corporation is authorized to receive a reasonable salary or other reasonable compensation for}ervices rendered to the Corporation when authorized by a majority of the Board of Directors, and only when so authorized. Section II. Sureties and Bonds. In case the Board shall so require, any Officer or agent of the Corporation shall execute for the Corporation a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of his or her duties to the Corporation and including responsibility for negligence and for the accounting for all property or funds of the Corporation that may come into his or her hands. ARTICLE V COMMITTEES The Board, by resolution adopted by a majority of the entire Board, may establish and appoint standing committees consisting of at least three (3) Directors with such powers and duties as the Board may prescribe. Special committees and/or advisory boards 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. Any standing committee and any special committee or advisory board may include members who are not on the Board of Directors. NEWVORK 5101030 vi (2K) -6- ARTICLE VI BOARD OF ADVISORS Section 1. Powers. The Board may appoint from time to time any number of persons as advisors of the Corporation to act either singly or as a committee or committees. Each advisor shall hold office during the pleasure of the Board and shall have only the authority or obligations as the Board may from time to time determine. Section 2. No Compensation. No advisor to the Corporation shall receive, directly or indirectly, any salary or compensation for any service rendered to the Corporation, except that the Board of Directors may authorize reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the Corporation. ARTICLE VII 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 and shall determine who shall be authorized on the Corporation's behalf to checks, drafts or other orders from the payment of money, acceptances, notes or other evidences of indebtedness, to enter into contracts or to execute and deliver other documents and instruments. Section 2. Investments. The funds of the Corporation 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 or Directors may deem desirable. ARTICLE VlII OFFICE AND BOOKS Section 1. Office. The office of the Corporation shall be located at such place as the Board of Directors may from time to time determine. Section 2. Books. There shall be kept at the office of the Corporation correct books of account of the activities and transactions of the Corporation including the minute book, which shall contain a copy of the Certificate ofIncorporation, a copy of these by-laws, and all minutes of meetings of the Board of Directors. NEWYORK Sl010JQvl (2K) -7- ARTICLE IX FISCAL YEAR The fiscal year of the Corporation shall be determined by the Board of Directors. ARTICLE X INDEMNIFICATION AND INSURANCE Section I. Indemnification. The Corporation may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she, his, her, or testator or intestate was a Director, officer, employee or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees. No indemnification may be made to or on behalf of any such person if (a) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty and were material to such action or proceeding or (b) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Section 2. Insurance. The Corporation shall have the power to purchase and maintain insurance to indemnify the Corporation for any obligation which it incurs as a result of its indemnification of Directors, officers and employees pursuant to Section I above, or to indemnify such persons in instances in which they may be indemnified pursuant to Section I above. ARTICLE XI AMENDMENTS These by-laws may be amended or repealed by the affirmative vote of two-thirds (0/,) of the entire Board present at any meeting of the Board of Directors at which a quorum is present. Such action is authorized only at a duIy called and held meeting of the Board for which written notice of such meeting, setting forth the proposed alteration, is given in accordance with the notice provisions for special meetings set forth in Article III, Section 10 of these By-laws. NEWYORK5101030\ll (2K) -8- Appendix A: Sample Conflict of Interest Policy Note: Items marked Hospital insert - for hospitals that complete Schedule C are intended to be adopted by hospitals. Article I Purpose The purpose of the conflict of interest policy is to protect this tax-exempt organization's (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Article II Definitions 1. Interested Person Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. [Hospital Insert - for hospitals that complete Schedule C If a person is an interested person with respect to any entity in the health care system of which the organization is a part, he or she is an interested person with respect to all entities in the health care system.] 2. Financial Interest A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement. or c. A potential ownership or investment interest in, or compensation anrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. Article III Procedures 1. Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. 2. Determining Whether a Conflict of Interest exists After disciosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 3. Procedures for Addressing the Conflict of Interest a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. Instructions for Form 1023 FFE02129t25 -25- 4. Violations of the Conflicts of Interest Policy a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. b. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Article IV Records of Proceedings The minutes of the governing board and all committees with board delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible confiict of interest, the nature of the financial interest, any action taken to determine whether a confiict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Article V Comoensation a. A voting member of the governing board who receives compensation, directly or indirectiy, from the Organization for services is precluded from voting on matters pertaining to that member's compensation. b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation. c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation. [Hospital Insert - for hospitals that complete Schedule C d. Physicians who receive compensation from the Organization, whether directly or indirectly or as employees or independent contractors. are precluded from membership on any committee whose jurisdiction includes compensation matters. No physician, either individually or collectively, is prohibited from providing information to any committee regarding physician compensation.] Article VI Annual Statements Each director, principal officer and member of a committee with governing board deiegated powers shall annually sign a statement which affirms such person: a. Has received a copy of the conflicts of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Article VII Periodic Reviews To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. VVhether compensation arrangements and benefits are reasonabie, based on competent survey information, and the result of arm's length bargaining. b. VVhether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, refiect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. Article VIII Use of Outside Experts VVhen conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. -26- Instructions for Fonm 1023 FFED2129126 -