BY-LAWS
of
THE CORPORATION FOR THE RELIEF OF WIDOWS AND CHILDREN OF CLERGYMEN OF THE PROTESTANT EPISCOPAL CHURCH OF THE STATE OF NEW YORK
These By-Laws (the "By-Laws") are the initial By-Laws of The Corporation for the Relief of Widows and Children of Clergymen of the Protestant Episcopal Church in the State of New York, a New York not-for-profit corporation (the "Corporation"). These By-Laws have been adopted by the members of the Corporation to replace certain provisions of the Fundamental Laws of the Corporation as in effect prior to October 30, 2018. These By-Laws supplement the Fundamental Laws of the Corporation as in effect from and after such date (the "Fundamental Laws"), and shall be subject in all respects to the provisions of the Fundamental Laws, the Corporation's charter and all other applicable laws.
ARTICLE I
MEMBERS OF THE CORPORATION
1. The Members. The Corporation shall have one class of members, who shall be comprised of (a) the Bishop of the Diocese of New York of the Episcopal Church, who shall serve ex officio as the Chair of the Board of Directors of the Corporation (the "Board") and as the President of the Corporation, (b) ten (10) members of the clergy of the Episcopal Church (Priests and/or Deacons) who are canonically resident in a diocese in the State of New York and in Good Standing (as defined in the Fundamental Laws) and (c) ten (10) other individuals who are confirmed adult communicants of the Episcopal Church (but not a Bishop, Priest or Deacon) resident in the State of New York (all such members are collectively referred to herein as the "Members," and each member individually as a "Member"). Each Member shall serve for a term of three (3) years or, if earlier, until such Member's death, resignation or removal, but nothing shall prevent any Member from serving more than one (1) term.
2. Election and Removal of Member. Members shall be elected, and any Member may be removed from the membership of the Corporation, with or without cause, by a vote of at least a majority of the Members present at any duly convened meeting of the Members, but only if the intention to propose such election and/or removal shall be stated in the applicable notice of meeting.
3. Resignation and Termination of Member. Any Member may resign as a member of the Corporation by sending a written resignation to the Secretary. Any Member may be terminated as a member of the Corporation by majority vote of the Members. Any Member who shall cease to satisfy the requirements for membership as described in Section 1 above, or who shall be absent from two (2) consecutive annual meetings of Members without a satisfactory explanation of the cause of such absence, shall be deemed to have resigned as a Member as of the day after the second annual meeting so missed.
4. Annual Meeting of Members. There shall be an annual meeting of the Members in the City of New York on the last Tuesday of October in every year, or such other date in October as shall be determined by the Executive Committee. Any business may be conducted at any annual meeting of the Members at which a quorum is present.
5. Special Meetings of Members. Special meetings of Members shall be held whenever called by the Executive Committee of the Board (the "Executive Committee") or by the President of the Corporation. The President of the Corporation shall call a special meeting of the Members when requested by at least 25% of the Members. No business shall be conducted at a special meeting of Members except as specified in the notice of the meeting.
6. Notice for Meeting of the Members. Written notice of each meeting of Members shall be sent by electronic mail, first class mail or courier delivery to each Member, at the address contained in the Corporation's records, at least 5 business days prior to the applicable meeting. Each notice of meeting shall state the date, hour and place of the meeting, the preliminary agenda, and each notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling the meeting.
7. Quorum for Meetings of Members. At all meetings of Members, one-third of the Members shall constitute a quorum, except for purposes of changing the Fundamental Laws, for which 50% of the Members shall constitute a quorum.
8. Voting Power of Members. Each Member shall be entitled to one vote on all matters for which a vote of members of a New York not-for-profit corporation must vote and any matter that requires a vote of the Members under the Fundamental Laws or these By-Laws. No other matter shall require a vote of the Members. All matters to be voted by the Members shall be decided by a simple majority of the Members present at the meeting of Members at which a quorum is present.
9. Proxies. Each Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting, may authorize another person or persons to act for the Member by proxy, subject to the provision of §609 of the New York Not-for-Profit Corporation Law.
10. Unanimous Written Consent in Lieu of Meeting. Whenever any action is required or permitted to be taken by a vote of the Members, such action may be taken without a meeting if all Members consent in writing, or in any other manner permitted by law, to the adoption of a resolution authorizing such action. Each resolution so adopted and the written consents thereto by the members of the Board shall be filed with the minutes of the proceedings of the Board.
11. Compensation of Members. The Corporation will not pay any compensation to Members for services rendered to the Corporation as Members, except that Members may be reimbursed for reasonable travel and other out-of-pocket expenses incurred to participate at meetings of the Members, or in connection with business of the Corporation.
ARTICLE II
BOARD OF DIRECTORS
1. General Powers. The general management of the activities and affairs of the Corporation shall be vested in the Board. The Board shall be responsible for oversight of all activities of the Corporation.
2. Directors. Each Director shall serve as a director on the Board until the completion of such Director's term or, if earlier, his or her death, resignation or removal as a Director.
3. Annual Meeting. The Board of Directors shall hold an annual meeting immediately following the annual meeting of the Members. The Board shall appoint the committees of the Board and the officers of the Corporation at each such annual meeting.
4. Special Meetings. Special meetings of the Board may be called by the President or Vice President, and shall be called when a request is made in writing to the President or Vice President by at least three (3) members of the Board. The only business that may be transacted at a special meeting shall be such matters as are specified in the applicable notice for such special meeting.
5. Notice of Meetings of the Board. Written notice of each meeting of the Board shall be sent by electronic mail, first class mail or courier delivery to each member of the Board, at the address contained in the Corporation 's records, at least 5 business days prior to the applicable meeting. Each notice of meeting shall state the date, hour and place of the meeting, the preliminary agenda, and each notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling the meeting.
6. Quorum for Meetings of the Board. At all meetings of the Board, one-third of the members of the Board shall constitute a quorum.
7. Voting. Each member of the Board who attends a meeting shall be entitled to one vote on all matters decided at such meeting. All matters to be voted by the Board shall be decided by a simple majority of the members of the Board present at the meeting of the Board at which a quorum is present. No proxy voting shall be permitted.
8. Electronic Communications. Any one or more members of the Board or any committee thereof may participate in any meeting of the Board or such committee by conference telephone, electronic video screen or similar communications equipment that allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
9. Unanimous Written Consent in Lieu of Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if ll members of the Board or such committee consent to the adoption of a resolution authorizing such action in accordance with Section 708 of the New York Not-for-Profit Corporation Law or
other applicable law. The resolution and 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.
10. Compensation of Directors. The Corporation will not pay compensation to directors for services rendered to the Corporation, except that directors may be reimbursed for reasonable travel and other out-of-pocket expenses incurred to participate at meetings of the Board, or in connection with the business of the Corporation.
ARTICLE III
1. Committees Generally. There shall be three standing committees of the Board, with the responsibilities described below: (a) an Executive Committee; (b) a Committee on Trust Funds and (c) an Audit Committee. The Board may also from time to time establish one or more other committees, with such powers and responsibilities as it may from time to time deems advisable in its discretion. Each committee shall be comprised of members of the Board, who shall be appointed by the Board. The Board or the members of each committee, as determined by the Board, shall elect the Chair and any other leadership positions for the committee as they determine appropriate.
2. Executive Committee. The Executive Committee shall consist of five (5) members: the President, Vice-President, Secretary, Treasurer and Chair of the Committee on Trust Funds. Between meetings of the Board, the Executive Committee shall have the full power of the Board to act on all matters, except with respect to the amount of benefits payable to surviving spouses and eligible surviving children of deceased contributors, the election or removal of Members and any amendment of the Fundamental Laws or the By-Laws. The Executive Committee shall also have authority to act upon any matters that the Board shall refer to it.
3. Committee on Trust Funds. The Committee on Trust Funds shall consist of not less than three (3) members, as determined by the Board. The Committee on Trust Funds shall be responsible for oversight, subject to any directions provided by the Board, of the investment and reinvestment of funds held from time to time by the Corporation.
The Committee on Trust Funds may delegate the management and investment of the Corporation's investment assets to one or more qualified professional investment managers (each, an "Investment Advisor"). The Committee on Trust Funds is also authorized to establish the scope and terms of the delegation, including the services to be provided and compensation for such services, and monitor the Investment Advisor's performance within the scope and terms of the delegation.
The responsibilities of the Committee on Trust Funds shall include:
a. periodically reviewing, and recommending that the Board approve, investment policy guidelines, objectives and procedures for the investment of the Corporation's investment assets and any changes thereto;
b. selecting, evaluating the performance of and, when determined by the Committee on Trust Funds to be appropriate, terminating the Investment Advisor and custodian for the Corporation's investment assets;
c. Projecting the Corporation's financial needs and communicating such needs to the Investment Advisor on a timely basis;
d. Determining the Corporation's investment horizon and risk tolerance with respect to the Portfolio.
e. regularly reviewing the Corporation's investment performance;
f. recommending to the Executive Committee and the Board the amount of the annual payments that, in its judgment, should be paid to the surviving spouses and eligible surviving children of deceased contributors pursuant to Section 3.03(b) of the Fundamental Laws or any successor provision; and
g. providing input and guidance to the Board regarding any other matters within its responsibilities that are delegated to it by the Board.
4. Audit Committee. The Audit Committee shall consist of not less than two (2) members, as determined by the Board. The Audit Committee shall be responsible for oversight of the quality and integrity of the accounting and financial reporting practices of the Corporation, and the selection of independent auditors to audit the Corporation's financial statements.
5. Quorum and Voting. A majority of the members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee. The vote of a majority of committee members present at a meeting at the time of the vote, if a quorum is present at such time, shall be the act of the committee.
6. Committee Expenses and Advisors. No committee shall incur expenses or indebtedness on behalf of the Corporation except as authorized by the Board, nor shall any committee commit the Corporation to any course of action except as expressly provided in these By-Laws or authorized by the Board. In discharging its duties, each committee is authorized to employ only such attorneys, consultants and other advisors as may be approved by the Board, in which case the expense thereof shall be paid by the Corporation.
ARTICLE IV
OFFICERS
1. Officers. The officers of the Corporation shall be the President, a Vice President, a Secretary, an Assistant Secretary, a Treasurer, an Assistant Treasurer and such other officers as the Board may determine to be necessary. The officers shall be elected by the Board and shall hold office at the pleasure of the Board until such officer's successor is elected or, if earlier, such officer's death, resignation or removal. If an office becomes vacant for any reason, the vacancy may be filled by the Executive Committee.
2. Removal or Resignation. An officer may be removed from office at any time, with or without cause, by the Board. Any officer may resign from office at any time, such resignation to take effect upon receipt of written notice thereof by the Board, unless otherwise stated in the resignation.
3. The President. The President shall preside at all meetings of Members and, as the Chair of the Board, at all meetings of the Board. The President shall exercise, in general, the executive powers on behalf of the Corporation.
4. The Vice President. The Vice President shall be responsible for performing the duties of the President in the absence of the President, and such other duties and services as shall be assigned from time to time by the Board or the President.
5. The Treasurer. The Treasurer shall supervise and monitor all matters relating to the finances and expenditures of the Corporation, and shall oversee the filing of all necessary tax-related documents with notification to the Board. The Treasurer shall have power to endorse, for deposit or collection or otherwise, all checks, drafts, notes, bills of exchange or other commercial paper payable to the Corporation and to give proper receipts or discharges therefore. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation. The Treasurer shall also perform such other duties as are incident to the office of Treasurer, and such other duties and services as shall be assigned from time to time by the Board.
6. The Secretary. The Secretary will act as Secretary of each meeting of the Members and the Board. In addition, the Secretary will:
a. ensure that all notices and reports are duly given or filed pursuant to these By-Laws or as required by law;
b. record and keep the minutes of all meetings of the Members or the Board;
c. keep all books, documents, papers and records of the Corporation, except those which are directed to be in the charge of the Treasurer;
d. have charge of the seal of the Corporation, see that it is used upon all papers or documents whose execution on behalf of the Corporation under its seal is required by law and have authority to attest any and all instruments or writings to which the same may be affixed; and
e. in general, perform all duties incident to the office of secretary of a corporation and such other duties as the President, the Chair or the Board may from time to time assign to the Secretary.
7. Assistant Secretary. The Assistant Secretary shall be responsible for performing the duties of the Secretary in the absence of the Secretary, and such other duties and services as shall be assigned from time to time by the Board or the Secretary.
8. Delegation of Duties. In the case of an absence of an officer, or for any other reason that the Board may deem sufficient, the Board or the President may delegate for the time being the powers or duties of such officer to any other Member.
ARTICLE V
OTHER FINANCIAL MATTERS
1. Withdrawal of Funds. Funds may be withdrawn from any account of the Corporation only by wire transfer authorized by, or checks signed by, any two (2) Officers of the Corporation.
2. Except as otherwise required by law or by these By-Laws, contracts and other instruments binding upon the Corporation must be approved by the Board and may be signed, executed and delivered, in the name and on behalf of the Corporation, by the President, Secretary, Treasurer or any other agent for the Corporation as the Board may from time to time designate. That authority may be general or confined to specific instances, as the Board may determine.
3. Fiscal Year. The fiscal year of the Corporation shall commence on September 1 of each year and end on August 31 of the following year, unless changed by resolution of the Board.
4. Annual Audit. The accounts of the Corporation shall be audited each year by an independent certified public account (CPA) who is not, nor is any member of such CPA firm, or family member of any member of such CPA firm, a Member, employee or volunteer of the Corporation. The CPA firm, and any related entities, shall perform only audit-related business for the Corporation, and no other business whatsoever, except with the approval of the Board.
ARTICLE VI
CORPORATE SEAL
The corporate seal of the Corporation shall be in a form to be determined by the Board, and shall
bear the name of the Corporation and the year of its incorporation.
ARTICLE VII
WAIVER OF NOTICES
Any notice required by these By-Laws, any law or regulation, to be given to any member of the
Corporation or Board of Directors may be waived by the intended recipient in writing, signed by such intended recipient or by his or her attorney thereunto authorized, and filed with the Secretary of the Corporation, either before or after the meeting. The attendance of any member of the Corporation or Board of Directors at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meetings, shall constitute a waiver of notice by person.
ARTICLE VIII
LIABILITY AND INDEMNIFICATION
The Corporation shall indemnify, to the fullest extent permitted by law, each current and former member of the Corporation and the Board (collectively, the "Indemnified Parties") who is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a member, officer or employee of the Corporation or Board, or is or was serving at the request of the Corporation as an officer, director or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnified Party in connection with such action, suit or proceeding if the Indemnified Party acted in good faith and in a manner the Indemnified Party reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnified Party's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Party did not act in good faith and in a manner which the Indemnified Party reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnified Party's conduct was unlawful. To the extent that a present or former member of the Corporation or Board, officer or employee of the Corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, such Indemnified Party shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such Indemnified Party in connection therewith.
Any indemnification under this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Indemnified Party is proper in the circumstances because the Indemnified Party has met the applicable standard of conci11ct set forth in this Article. Such determination shall he made by majority vote of the Members or Directors who are not parties to such action, suit or proceeding, even though less than a quorum; or if there are no such Members or Directors, by independent legal counsel in a written opinion.
If determined by majority vote of the Members or Directors who are not parties to such action, suit or proceeding, even though less than a quorum (or, if there are no such Members, by independent legal counsel in a written opinion) that an Indemnified Party has met the applicable standard of conduct set forth in this Article, the expenses (including attorneys' fees) incurred by such Indemnified Party in defending any such civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified by the Corporation as authorized in this Article.
A right to indemnification or to advancement of expenses under this Article VIII shall not be eliminated or impaired by an amendment to the these By-Laws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
The Executive Committee shall have power to authorize the purchase, and to maintain, insurance on behalf of the Corporation and each Indemnified Party who is or was serving as a member, director, officer or employee of the Corporation or Board, or is or was serving at the request of the Corporation as a member, director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such Indemnified Party and incurred by such Indemnified Party in any such capacity, or arising out of such individual's status as such, whether or not the Corporation would have the power to indemnify such individual against such liability under this Article.
Without limiting the effect of the foregoing, the Corporation shall indemnify the members and directors of the Corporation and Board, and the officers and employees of the Corporation against any and all liabilities arising by reason of any act, or failure to act, in relation to the Fundamental Laws and not paid for by liability insurance purchased or paid for by the Corporation, including but not limited to fines, penalties, expenses reasonably incurred in the defense of any claim relating to the Fundamental Laws, amounts paid in any compromise or settlement relating to the Fundamental Laws approved in writing by the Corporation and reasonable attorney fees and expenses; provided that the Corporation shall not indemnify any such person for any actions or failures to act that were made in bad faith, that involved intentional misconduct or knowing violation of any law or that resulted in such person's personally gaining financial profit or other advantage to which such person was not legally entitled.
The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to each person who has ceased to be a member of the Corporation or Board, officer or employee of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person.
ARTICLE IX
AMENDMENTS TO BY-LAWS
The Corporation and the Board shall have the power to adopt, amend and repeal these By-Laws
by a vote of a majority of the Members or Board at an annual or special meeting of the Members or Board, subject to the limitations set forth in Article VIII.
Last Updated: October 30, 2018
of
THE CORPORATION FOR THE RELIEF OF WIDOWS AND CHILDREN OF CLERGYMEN OF THE PROTESTANT EPISCOPAL CHURCH OF THE STATE OF NEW YORK
These By-Laws (the "By-Laws") are the initial By-Laws of The Corporation for the Relief of Widows and Children of Clergymen of the Protestant Episcopal Church in the State of New York, a New York not-for-profit corporation (the "Corporation"). These By-Laws have been adopted by the members of the Corporation to replace certain provisions of the Fundamental Laws of the Corporation as in effect prior to October 30, 2018. These By-Laws supplement the Fundamental Laws of the Corporation as in effect from and after such date (the "Fundamental Laws"), and shall be subject in all respects to the provisions of the Fundamental Laws, the Corporation's charter and all other applicable laws.
ARTICLE I
MEMBERS OF THE CORPORATION
1. The Members. The Corporation shall have one class of members, who shall be comprised of (a) the Bishop of the Diocese of New York of the Episcopal Church, who shall serve ex officio as the Chair of the Board of Directors of the Corporation (the "Board") and as the President of the Corporation, (b) ten (10) members of the clergy of the Episcopal Church (Priests and/or Deacons) who are canonically resident in a diocese in the State of New York and in Good Standing (as defined in the Fundamental Laws) and (c) ten (10) other individuals who are confirmed adult communicants of the Episcopal Church (but not a Bishop, Priest or Deacon) resident in the State of New York (all such members are collectively referred to herein as the "Members," and each member individually as a "Member"). Each Member shall serve for a term of three (3) years or, if earlier, until such Member's death, resignation or removal, but nothing shall prevent any Member from serving more than one (1) term.
2. Election and Removal of Member. Members shall be elected, and any Member may be removed from the membership of the Corporation, with or without cause, by a vote of at least a majority of the Members present at any duly convened meeting of the Members, but only if the intention to propose such election and/or removal shall be stated in the applicable notice of meeting.
3. Resignation and Termination of Member. Any Member may resign as a member of the Corporation by sending a written resignation to the Secretary. Any Member may be terminated as a member of the Corporation by majority vote of the Members. Any Member who shall cease to satisfy the requirements for membership as described in Section 1 above, or who shall be absent from two (2) consecutive annual meetings of Members without a satisfactory explanation of the cause of such absence, shall be deemed to have resigned as a Member as of the day after the second annual meeting so missed.
4. Annual Meeting of Members. There shall be an annual meeting of the Members in the City of New York on the last Tuesday of October in every year, or such other date in October as shall be determined by the Executive Committee. Any business may be conducted at any annual meeting of the Members at which a quorum is present.
5. Special Meetings of Members. Special meetings of Members shall be held whenever called by the Executive Committee of the Board (the "Executive Committee") or by the President of the Corporation. The President of the Corporation shall call a special meeting of the Members when requested by at least 25% of the Members. No business shall be conducted at a special meeting of Members except as specified in the notice of the meeting.
6. Notice for Meeting of the Members. Written notice of each meeting of Members shall be sent by electronic mail, first class mail or courier delivery to each Member, at the address contained in the Corporation's records, at least 5 business days prior to the applicable meeting. Each notice of meeting shall state the date, hour and place of the meeting, the preliminary agenda, and each notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling the meeting.
7. Quorum for Meetings of Members. At all meetings of Members, one-third of the Members shall constitute a quorum, except for purposes of changing the Fundamental Laws, for which 50% of the Members shall constitute a quorum.
8. Voting Power of Members. Each Member shall be entitled to one vote on all matters for which a vote of members of a New York not-for-profit corporation must vote and any matter that requires a vote of the Members under the Fundamental Laws or these By-Laws. No other matter shall require a vote of the Members. All matters to be voted by the Members shall be decided by a simple majority of the Members present at the meeting of Members at which a quorum is present.
9. Proxies. Each Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting, may authorize another person or persons to act for the Member by proxy, subject to the provision of §609 of the New York Not-for-Profit Corporation Law.
10. Unanimous Written Consent in Lieu of Meeting. Whenever any action is required or permitted to be taken by a vote of the Members, such action may be taken without a meeting if all Members consent in writing, or in any other manner permitted by law, to the adoption of a resolution authorizing such action. Each resolution so adopted and the written consents thereto by the members of the Board shall be filed with the minutes of the proceedings of the Board.
11. Compensation of Members. The Corporation will not pay any compensation to Members for services rendered to the Corporation as Members, except that Members may be reimbursed for reasonable travel and other out-of-pocket expenses incurred to participate at meetings of the Members, or in connection with business of the Corporation.
ARTICLE II
BOARD OF DIRECTORS
1. General Powers. The general management of the activities and affairs of the Corporation shall be vested in the Board. The Board shall be responsible for oversight of all activities of the Corporation.
2. Directors. Each Director shall serve as a director on the Board until the completion of such Director's term or, if earlier, his or her death, resignation or removal as a Director.
3. Annual Meeting. The Board of Directors shall hold an annual meeting immediately following the annual meeting of the Members. The Board shall appoint the committees of the Board and the officers of the Corporation at each such annual meeting.
4. Special Meetings. Special meetings of the Board may be called by the President or Vice President, and shall be called when a request is made in writing to the President or Vice President by at least three (3) members of the Board. The only business that may be transacted at a special meeting shall be such matters as are specified in the applicable notice for such special meeting.
5. Notice of Meetings of the Board. Written notice of each meeting of the Board shall be sent by electronic mail, first class mail or courier delivery to each member of the Board, at the address contained in the Corporation 's records, at least 5 business days prior to the applicable meeting. Each notice of meeting shall state the date, hour and place of the meeting, the preliminary agenda, and each notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling the meeting.
6. Quorum for Meetings of the Board. At all meetings of the Board, one-third of the members of the Board shall constitute a quorum.
7. Voting. Each member of the Board who attends a meeting shall be entitled to one vote on all matters decided at such meeting. All matters to be voted by the Board shall be decided by a simple majority of the members of the Board present at the meeting of the Board at which a quorum is present. No proxy voting shall be permitted.
8. Electronic Communications. Any one or more members of the Board or any committee thereof may participate in any meeting of the Board or such committee by conference telephone, electronic video screen or similar communications equipment that allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
9. Unanimous Written Consent in Lieu of Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if ll members of the Board or such committee consent to the adoption of a resolution authorizing such action in accordance with Section 708 of the New York Not-for-Profit Corporation Law or
other applicable law. The resolution and 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.
10. Compensation of Directors. The Corporation will not pay compensation to directors for services rendered to the Corporation, except that directors may be reimbursed for reasonable travel and other out-of-pocket expenses incurred to participate at meetings of the Board, or in connection with the business of the Corporation.
ARTICLE III
1. Committees Generally. There shall be three standing committees of the Board, with the responsibilities described below: (a) an Executive Committee; (b) a Committee on Trust Funds and (c) an Audit Committee. The Board may also from time to time establish one or more other committees, with such powers and responsibilities as it may from time to time deems advisable in its discretion. Each committee shall be comprised of members of the Board, who shall be appointed by the Board. The Board or the members of each committee, as determined by the Board, shall elect the Chair and any other leadership positions for the committee as they determine appropriate.
2. Executive Committee. The Executive Committee shall consist of five (5) members: the President, Vice-President, Secretary, Treasurer and Chair of the Committee on Trust Funds. Between meetings of the Board, the Executive Committee shall have the full power of the Board to act on all matters, except with respect to the amount of benefits payable to surviving spouses and eligible surviving children of deceased contributors, the election or removal of Members and any amendment of the Fundamental Laws or the By-Laws. The Executive Committee shall also have authority to act upon any matters that the Board shall refer to it.
3. Committee on Trust Funds. The Committee on Trust Funds shall consist of not less than three (3) members, as determined by the Board. The Committee on Trust Funds shall be responsible for oversight, subject to any directions provided by the Board, of the investment and reinvestment of funds held from time to time by the Corporation.
The Committee on Trust Funds may delegate the management and investment of the Corporation's investment assets to one or more qualified professional investment managers (each, an "Investment Advisor"). The Committee on Trust Funds is also authorized to establish the scope and terms of the delegation, including the services to be provided and compensation for such services, and monitor the Investment Advisor's performance within the scope and terms of the delegation.
The responsibilities of the Committee on Trust Funds shall include:
a. periodically reviewing, and recommending that the Board approve, investment policy guidelines, objectives and procedures for the investment of the Corporation's investment assets and any changes thereto;
b. selecting, evaluating the performance of and, when determined by the Committee on Trust Funds to be appropriate, terminating the Investment Advisor and custodian for the Corporation's investment assets;
c. Projecting the Corporation's financial needs and communicating such needs to the Investment Advisor on a timely basis;
d. Determining the Corporation's investment horizon and risk tolerance with respect to the Portfolio.
e. regularly reviewing the Corporation's investment performance;
f. recommending to the Executive Committee and the Board the amount of the annual payments that, in its judgment, should be paid to the surviving spouses and eligible surviving children of deceased contributors pursuant to Section 3.03(b) of the Fundamental Laws or any successor provision; and
g. providing input and guidance to the Board regarding any other matters within its responsibilities that are delegated to it by the Board.
4. Audit Committee. The Audit Committee shall consist of not less than two (2) members, as determined by the Board. The Audit Committee shall be responsible for oversight of the quality and integrity of the accounting and financial reporting practices of the Corporation, and the selection of independent auditors to audit the Corporation's financial statements.
5. Quorum and Voting. A majority of the members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee. The vote of a majority of committee members present at a meeting at the time of the vote, if a quorum is present at such time, shall be the act of the committee.
6. Committee Expenses and Advisors. No committee shall incur expenses or indebtedness on behalf of the Corporation except as authorized by the Board, nor shall any committee commit the Corporation to any course of action except as expressly provided in these By-Laws or authorized by the Board. In discharging its duties, each committee is authorized to employ only such attorneys, consultants and other advisors as may be approved by the Board, in which case the expense thereof shall be paid by the Corporation.
ARTICLE IV
OFFICERS
1. Officers. The officers of the Corporation shall be the President, a Vice President, a Secretary, an Assistant Secretary, a Treasurer, an Assistant Treasurer and such other officers as the Board may determine to be necessary. The officers shall be elected by the Board and shall hold office at the pleasure of the Board until such officer's successor is elected or, if earlier, such officer's death, resignation or removal. If an office becomes vacant for any reason, the vacancy may be filled by the Executive Committee.
2. Removal or Resignation. An officer may be removed from office at any time, with or without cause, by the Board. Any officer may resign from office at any time, such resignation to take effect upon receipt of written notice thereof by the Board, unless otherwise stated in the resignation.
3. The President. The President shall preside at all meetings of Members and, as the Chair of the Board, at all meetings of the Board. The President shall exercise, in general, the executive powers on behalf of the Corporation.
4. The Vice President. The Vice President shall be responsible for performing the duties of the President in the absence of the President, and such other duties and services as shall be assigned from time to time by the Board or the President.
5. The Treasurer. The Treasurer shall supervise and monitor all matters relating to the finances and expenditures of the Corporation, and shall oversee the filing of all necessary tax-related documents with notification to the Board. The Treasurer shall have power to endorse, for deposit or collection or otherwise, all checks, drafts, notes, bills of exchange or other commercial paper payable to the Corporation and to give proper receipts or discharges therefore. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation. The Treasurer shall also perform such other duties as are incident to the office of Treasurer, and such other duties and services as shall be assigned from time to time by the Board.
6. The Secretary. The Secretary will act as Secretary of each meeting of the Members and the Board. In addition, the Secretary will:
a. ensure that all notices and reports are duly given or filed pursuant to these By-Laws or as required by law;
b. record and keep the minutes of all meetings of the Members or the Board;
c. keep all books, documents, papers and records of the Corporation, except those which are directed to be in the charge of the Treasurer;
d. have charge of the seal of the Corporation, see that it is used upon all papers or documents whose execution on behalf of the Corporation under its seal is required by law and have authority to attest any and all instruments or writings to which the same may be affixed; and
e. in general, perform all duties incident to the office of secretary of a corporation and such other duties as the President, the Chair or the Board may from time to time assign to the Secretary.
7. Assistant Secretary. The Assistant Secretary shall be responsible for performing the duties of the Secretary in the absence of the Secretary, and such other duties and services as shall be assigned from time to time by the Board or the Secretary.
8. Delegation of Duties. In the case of an absence of an officer, or for any other reason that the Board may deem sufficient, the Board or the President may delegate for the time being the powers or duties of such officer to any other Member.
ARTICLE V
OTHER FINANCIAL MATTERS
1. Withdrawal of Funds. Funds may be withdrawn from any account of the Corporation only by wire transfer authorized by, or checks signed by, any two (2) Officers of the Corporation.
2. Except as otherwise required by law or by these By-Laws, contracts and other instruments binding upon the Corporation must be approved by the Board and may be signed, executed and delivered, in the name and on behalf of the Corporation, by the President, Secretary, Treasurer or any other agent for the Corporation as the Board may from time to time designate. That authority may be general or confined to specific instances, as the Board may determine.
3. Fiscal Year. The fiscal year of the Corporation shall commence on September 1 of each year and end on August 31 of the following year, unless changed by resolution of the Board.
4. Annual Audit. The accounts of the Corporation shall be audited each year by an independent certified public account (CPA) who is not, nor is any member of such CPA firm, or family member of any member of such CPA firm, a Member, employee or volunteer of the Corporation. The CPA firm, and any related entities, shall perform only audit-related business for the Corporation, and no other business whatsoever, except with the approval of the Board.
ARTICLE VI
CORPORATE SEAL
The corporate seal of the Corporation shall be in a form to be determined by the Board, and shall
bear the name of the Corporation and the year of its incorporation.
ARTICLE VII
WAIVER OF NOTICES
Any notice required by these By-Laws, any law or regulation, to be given to any member of the
Corporation or Board of Directors may be waived by the intended recipient in writing, signed by such intended recipient or by his or her attorney thereunto authorized, and filed with the Secretary of the Corporation, either before or after the meeting. The attendance of any member of the Corporation or Board of Directors at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meetings, shall constitute a waiver of notice by person.
ARTICLE VIII
LIABILITY AND INDEMNIFICATION
The Corporation shall indemnify, to the fullest extent permitted by law, each current and former member of the Corporation and the Board (collectively, the "Indemnified Parties") who is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a member, officer or employee of the Corporation or Board, or is or was serving at the request of the Corporation as an officer, director or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnified Party in connection with such action, suit or proceeding if the Indemnified Party acted in good faith and in a manner the Indemnified Party reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnified Party's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Party did not act in good faith and in a manner which the Indemnified Party reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnified Party's conduct was unlawful. To the extent that a present or former member of the Corporation or Board, officer or employee of the Corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, such Indemnified Party shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such Indemnified Party in connection therewith.
Any indemnification under this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Indemnified Party is proper in the circumstances because the Indemnified Party has met the applicable standard of conci11ct set forth in this Article. Such determination shall he made by majority vote of the Members or Directors who are not parties to such action, suit or proceeding, even though less than a quorum; or if there are no such Members or Directors, by independent legal counsel in a written opinion.
If determined by majority vote of the Members or Directors who are not parties to such action, suit or proceeding, even though less than a quorum (or, if there are no such Members, by independent legal counsel in a written opinion) that an Indemnified Party has met the applicable standard of conduct set forth in this Article, the expenses (including attorneys' fees) incurred by such Indemnified Party in defending any such civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified by the Corporation as authorized in this Article.
A right to indemnification or to advancement of expenses under this Article VIII shall not be eliminated or impaired by an amendment to the these By-Laws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
The Executive Committee shall have power to authorize the purchase, and to maintain, insurance on behalf of the Corporation and each Indemnified Party who is or was serving as a member, director, officer or employee of the Corporation or Board, or is or was serving at the request of the Corporation as a member, director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such Indemnified Party and incurred by such Indemnified Party in any such capacity, or arising out of such individual's status as such, whether or not the Corporation would have the power to indemnify such individual against such liability under this Article.
Without limiting the effect of the foregoing, the Corporation shall indemnify the members and directors of the Corporation and Board, and the officers and employees of the Corporation against any and all liabilities arising by reason of any act, or failure to act, in relation to the Fundamental Laws and not paid for by liability insurance purchased or paid for by the Corporation, including but not limited to fines, penalties, expenses reasonably incurred in the defense of any claim relating to the Fundamental Laws, amounts paid in any compromise or settlement relating to the Fundamental Laws approved in writing by the Corporation and reasonable attorney fees and expenses; provided that the Corporation shall not indemnify any such person for any actions or failures to act that were made in bad faith, that involved intentional misconduct or knowing violation of any law or that resulted in such person's personally gaining financial profit or other advantage to which such person was not legally entitled.
The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to each person who has ceased to be a member of the Corporation or Board, officer or employee of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person.
ARTICLE IX
AMENDMENTS TO BY-LAWS
The Corporation and the Board shall have the power to adopt, amend and repeal these By-Laws
by a vote of a majority of the Members or Board at an annual or special meeting of the Members or Board, subject to the limitations set forth in Article VIII.
Last Updated: October 30, 2018