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:
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(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
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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
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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
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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
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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
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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.
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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.
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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.
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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
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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.
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Instructions for Fonm 1023
FFED2129126
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