BY-LAWS OF WESPAC Foundation, Inc., (The “Corporation”)
Section 1. Membership. Membership shall be open to all persons interested in the purposes of the Corporation. The Board of Directors of the Corporation may establish such other criteria for membership, including a schedule of dues, as they deem appropriate. A record of members is to be kept by the Executive Director and Membership Committee as evidence of all persons entitled to vote at membership meetings.
Section 2. Meetings. The annual meeting of the members (the “Annual Meeting”) for the election of the Directors and for the transaction of such other business as may come before the Members shall be held each year on the date fixed by the Board of Directors, within 13 months after the date of the preceding annual meeting, or if not so fixed as may be determined by a majority vote of the Board of Directors. Special meetings shall be held whenever called by resolution of the Board of Directors, the Chairperson of the Board, the Executive Director, or by a written demand to the Secretary of ten percent of the members eligible to vote.
Section 3. Notice of Meetings. Written notice of the place, date and hour of any meeting shall be given to each member entitled to vote at such meeting by mailing the notice by first class mail, postage prepaid, or by email, or personal delivery, not less than ten nor more than fifty days before the date of the meeting. Notice of special meetings shall indicate the purpose for which they are called and the person or persons calling the meeting.
Section 4. Quorum, Adjournments of Meetings. At all meetings of the members, a presence of a minimum of 10 members shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the members present in person may adjourn the meeting.
Section 5. Organization. The Chairperson of the Corporation shall preside at all meetings of the members or, in the absence of the Chairperson, an acting Chairperson shall be chosen by the members present. The Secretary of the Corporation shall act as Secretary at all meetings of the members, but in the absence of the Secretary, the presiding officer may appoint any person to act as Secretary of the meeting.
Section 6. Voting. At any meeting of the members, each Member present shall be entitled to one vote. Upon demand of any member, any vote for directors or upon any question before the meeting shall be by ballot. The record eligibility of voting rights shall be set 10 days before the date of the meeting.
Section 7. Action by the Members. Except as otherwise provided by statute or by these by-laws, any corporate action authorized by a majority of the votes cast at a meeting of Members shall be the act of the Members.
Section 8. Special Actions Requiring Vote of Members: The following corporate actions may not be taken without approval of the members:
(a) A majority of the votes cast at a meeting of the members is required for (1) any amendment of or change to the certificate of incorporation, or (2) a petition for judicial dissolution;
(b) a majority of the votes cast at a meeting of the members is required for (1) disposing of all, or substantially all, of the assets of the Corporation, (2) approval of a plan of merger, (3) authorization of a plan of non-judicial dissolution, or (4) revocation of a voluntary dissolution proceeding;
Provided, however, that the affirmative votes cast in favor of any such action shall be at least equal to the minimum number of votes necessary to constitute a quorum. Blank votes or abstentions shall not be counted in the number of votes cast.
BOARD OF DIRECTORS
Section 1. Powers and Number. The property, affairs and activities of the Corporation shall be managed and controlled and its powers exercised by the Board of Directors. The number of directors constituting the entire Board after the first annual meeting of the members shall be 13, but in no event shall the entire Board consist of less than three (3) directors. Each Director shall be at least eighteen (18) years of age.
Section 2. Election and Term of Office. The Directors shall be elected to hold office for three-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. This interim period will not be considered a full term. Directors may be elected two consecutive terms. One may be reelected to the Board of Directors after a one year hiatus. Directors shall be elected at the annual meeting of members by a plurality of the votes cast.
Section 3. Newly Created Directorships and Vacancies. Newly created directorships and vacancies among the directors for any reason may be filled by vote of a majority of the directors then in office, regardless of their number, and the directors so elected shall serve until the next annual meeting of the members.
Section 4. Resignations. 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 its Chairperson. The acceptance of a resignation by the Board of Directors shall not be necessary to make it effective, but no resignations shall discharge any accrued obligation or duty of a Director.
Section 5. Removal. Any director may be removed at any time with cause by a majority of the Board of Directors then in office at any special meeting of the Board called for that purpose, provided that at least one week’s notice of the proposed action shall have been given to the entire Board of Directors then in Office. Any director can be removed at any time with or without cause by a vote of the members.
Section 6. 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, or as shall be specified in the notice or waivers of notice thereof. The annual meeting of the Board of Directors in each year shall be held immediately following the annual meeting of the members for the purpose of assigning officers and setting the next meeting date. Other regular meetings of the Board shall be held no less than three times during the year. Special meetings of the Board shall be held whenever called by a majority of the Board of Directors, the Chairperson of the Board, or the Executive Director, in each case at such time and place as shall be fixed by the person or persons calling the meeting.
Section 7. Quorum and Voting. Unless a greater proportion is required by law, a majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business. Except as otherwise provided by statute or by these by-laws, 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.
Section 8. Action by 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 and 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. Any one 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 9. Notice of Meetings. Notice of the time and place of each regular or special meeting of the Board, together with a written agenda stating all matters upon which action is proposed to be taken and, to the extent possible, copies of all documents on 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 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 by designated email address 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. Compensation. No compensation shall be paid to Directors
Section 11. Directors Commitment. Directors will attend meetings regularly, participate on a Board Committee, and contribute financially, either through personal donation or by participating in activities that generate donations.
OFFICERS, EMPLOYEES AND AGENTS
Section 1. Number and Qualifications. The Officers of the Corporation shall be a Chairperson, a Secretary, a Treasurer and such other officers, if any, including one or more Vice Chairpersons, 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 Chairperson and Secretary. The Chairperson shall be a Director of the Corporation; the other Officers need not be Directors of the Corporation. 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 at the annual meeting of the Board of Directors held immediately following the annual meeting of members. Each such Officer, whether elected at the Annual Meeting or to fill a vacancy or otherwise, shall hold office until the close of the election of Officers at the Annual Meeting next held after his or her election or until a successor shall have been elected and shall qualify, or until the death, resignation or removal of such Officer, whichever is earlier.
Section 3. Employees and Other Agents. The Board of Directors may appoint from time to time 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 officer 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. Chairperson: Powers and Duties. The Chairperson shall preside at all meetings of the members and of the Board of Directors. The Chairperson 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 Chairperson shall perform all the duties usually incident to the office of the Chairperson, and shall perform such other duties as from time to time may be assigned by the Board of Directors.
Section 7. Vice-Chairperson: Powers and Duties. The Vice Chairperson(s) shall have such powers and duties as may be assigned to them by the Board of Directors. In the absence of the Chairperson, the Vice Chairperson(s), in the order designated by the Board of Directors, shall perform the duties of the Chairperson.
Section 8. Secretary: Powers and Duties. The Secretary shall keep the minutes of the Annual 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 meetings and Board actions 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 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 of the Board of Directors and whenever else required by the Board of Directors, he or she shall render a statement of the Corporation’s accounts. He or she shall at all reasonable times exhibit the Corporation’s books and accounts to any officer or director of the Corporation and shall 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 employee or agent of the Corporation is authorized to receive a reasonable salary or other reasonable compensation for services rendered to the Corporation when authorized by a majority of the Board of Directors, and only when so authorized.
Section 1. Committees of the Board. The Board may, by resolution adopted by a majority of the entire Board, establish and appoint executive and other standing committees. The Chairperson of the Board of Directors shall appoint the chairperson of each committee. Each committee so appointed shall consist of two or more directors and, to the extent provided in the resolution establishing it, shall have all the authority of the Board except as to the following matters:
a. the filling of vacancies on the Board or on any committee;
b. the amendment or repeal of the by-laws or the adoption of the new by-laws;
c. the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable;
Special committees may be appointed by the Chairperson of the Board of Directors with the consent of the Board and shall have only the powers specifically delegated to them by the Board.
Section 2. Committees of the Corporation. The Board or the members may create committees of the corporation. Committees created by the Board shall be appointed by the Chairperson of the Board of Directors with the consent of the Board. Committees created by the members shall be elected by the members, unless the members authorize the Chairperson to appoint said committees with the consent of the Board.
CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS
Section 1. Checks, Notes and Contracts. The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the Corporation and shall determine who shall be authorized in the Corporation’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.
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 of Directors may deem desirable.
Section 3. Dissolution. In the event of dissolution of the Corporation, any assets remaining after payment of all just claims of creditors shall be turned over forthwith to such tax exempt organizations (as ruled by U.S. Treasury Department), whether incorporated or unincorporated, as in the opinion of the Board of Directors, will carry on activities most nearly analogous to those for which this corporation has been formed.
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 a minute book, which shall contain a copy of the certificate of incorporation, a copy of these by-laws, approved policies, and all minutes of meetings of the members and of the Board of Directors.
The fiscal year of the Corporation shall be determined by the Board of Directors.
The Corporation may, to the fullest extent now or hereafter permitted by and in accordance with the standards and procedures provided for by sections 721 through 726 of the Not-for-Profit Corporation Law and any amendments thereto, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his 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.
These by-laws may be amended or repealed by the affirmative vote of a majority of the entire Board at any meeting of the Board of Directors, or by the members of the Corporation at a meeting duly called for the purpose of altering these by-laws, providing notice of the proposed alteration has been included in the notice of meeting.
CONFLICTS OF INTEREST, CONTRACTS
AND SERVICES OF DIRECTORS AND OFFICERS
Section 1. Disclosure. (a) Immediately upon election or appointment to the Board, all Directors shall disclose any relevant interest which may pose conflict of interest questions. Disclosure shall include any interest, financial or otherwise, in any corporation, organization, or partnership which provides professional or other services to the Corporation. Disclosure statements shall be available to any Director of the Corporation on request.
(b) When any matter comes before the Board or any committee of the Board in which a Director has an interest, that interest shall be immediately disclosed to the Board or Committee.
Section 2. Definition of “Interest”. Whether a Director has an interest in a matter shall be determined by whether that person would derive an individual economic benefit, either directly or indirectly, from the decision on the matter by the Board or committee. An “interest” is not intended to include positions on legislative matters of general impact.
Section 3. Voting. No Director shall vote on any matter in which he or she has an interest.
Section 4. Non-Participation. The Board may, by majority vote, ask any Director who has an interest in a matter not to participate, or to leave the room in which discussion is carried on; provided, however, that the interested Director may participate in any discussion regarding his or her exclusion.
Section 5. Attempts to Influence. Directors shall not attempt to influence other Directors regarding matters in which they are interested, without disclosing that interest.
Section 6. Contract Review Committee. If a contract is proposed in which a Director or an organization which employs a Director is a potential contractor, regardless of amount (an “Interested Party Contract”), a Contracts Review Committee (comprised as set forth below) or the Board shall review the contract and shall recommend that the Chairperson execute or not execute the contract. Ad hoc Contract Review Committees shall be appointed by the Directors as needed and shall consist of five (5) Directors disinterested in the Interested Party Contract. Either an ad hoc Contract Review Committee or the Board may review an Interested Party Contract; however, if a Contract Review Committee reviews an Interested Party Contract and recommends that the Chairperson not execute the Interested Party Contract, the Board subsequently may review the Interested Party Contract and may recommend that the Chairperson execute or not execute the Interested Party Contract.
In all of its dealings, neither the Corporation nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, culture, national origin, marital status, sexual preference, or mental or physical disability.
REFERENCE TO CERTIFICATE OF INCORPORATION
References in these By-Laws to the Certificate of Incorporation shall include all amendments thereto or changes thereof unless specifically excepted.