Friends of Parrott Hall, Inc.
NAME, OFFICES AND PURPOSES
Section 1.1 Name. The name of this corporation is Friends of Parrott Hall, Inc. (hereinafter referred to as the "Corporation").
Section 1.2 Mission Statement. Promote a deeper understanding and appreciation of the sciences, especially those related to agriculture and food, through the preservation and operation of Parrott Hall
Section 1.3 Principal Office. The principal office of the Corporation shall be located within the State of New York, County of Ontario, at such place as The Corporation’s Board of Directors (the “Board”) shall determine. The Corporation may also have offices within or without the State of New York as the corporation may require.
Section 1.4 Purpose. The purpose of the Corporation shall be as set forth in the Certificate of Incorporation in force and effect, and as amended from time to time.
MEMBERS AND MEMBERSHIP
Section 2.1 Membership. Any individual, corporation, limited liability company, partnership, trust, unincorporated association or other entity in sympathy with the objects and purposes of the Corporation shall be eligible for membership in the Corporation. Membership shall be effected and evidenced in such manner as the board shall prescribe.
Section 2.2 Fees and Dues. The Corporation may collect such fees and dues in such amount and manner as the Board shall establish and may amend from time to time. Non-payment of established fees and dues may cause the removal of such delinquent member.
Section 2.3 Removal. Any Members may be removed at any time by an affirmative vote of a majority of the Board of Directors at any meeting for conduct detrimental to the interest of the Corporation, including the non-payment of established fees and dues, lack of sympathy with its objectives, or for refusal to render assistance in carrying out its purposes.
Section 2.4 Action by a Member. When acting as a Member of the Corporation, a Member may act individually, through its board of directors, or by its designated representative. When acting on behalf of a Member, the board of directors of such Members shall follow such procedures as are set forth in or prescribed by the Member’s by-laws. A duly approved resolution of the board of directors of a Member or any matter properly subject to the vote of the Members herein shall constitute an action by such Member.
Section 2.5 Application for Membership. A person or entity desiring to become a Member shall apply to the Corporation. Membership applications shall be reviewed and approved in the manner established by the Board.
Section 2.6 Annual Meeting of Members. An annual meeting of the Members shall be held within six (6) months of the end of the preceding fiscal year, at such time and place as may be designated by the Board, to elect Directors of the Corporation, receive the annual report of the Directors of the Corporation, and transact such other business as may properly come before a meeting of the Members. Robert’s Rules of Order in its most recent revision shall be the parliamentary authority governing the annual meeting of the membership.
Section 2.7 Special Meetings. Special meetings of the Members may be called by the Board of Directors of the Corporation or by Members entitled to cast ten percent (10%) of the total number of votes entitled to be cast at such meeting. Such request shall state the purpose or purposes for which the meeting is to be called. Each special meeting of the Members shall be held at such time and at such place as the Board of Directors of the Corporation or the person calling the meeting shall determine and the notice of the meeting shall specify.
Section 2.8 Notice of Meetings. Written notice of each meeting of the Members shall be given, personally, by U.S. postal mail, or by electronic mail not less than ten (10) or more than fifty (50) days before the date of the meeting to the Members. If mailed, such notice shall be deposited in the United States mail, with first-class postage thereon prepaid, directed to the Members at their addresses as they appear on the Corporation records. The notice shall state the place, date and time of the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is being called and indicate that the notice is being issued by or at the direction of the person or persons calling the meeting. The notice need not refer to the approval of minutes or to other matters normally incident to the conduct of the meeting. Except for such matters, the business that may be transacted at the meeting shall be confined to business that is related to the purpose, or purposes set forth in the notice.
Section 2.9 Waiver of Notice. Formal notice of a meeting need not be given to any Member who executes a waiver of notice, in person or by proxy, either before or after the meeting. The attendance of a Member at a meeting, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice.
Section 2.10 Quorum. At any meeting of the Members, the presence, in person or by proxy, of the lesser of one hundred (100) Members or ten percent (10%) of the Members entitled to cast a vote at such meeting shall constitute a quorum. A quorum once established shall not be broken by the subsequent withdrawal of any Members.
Section 2.11 Voting. A plurality of the votes cast at a meeting of Members by the Members entitled to vote in the election shall be sufficient to elect directors, and a majority of votes cast at a meeting of Members by the Members entitled to vote shall be sufficient to take any other action, except as may otherwise be provided by these By-laws
Section 2.12 Proxies. At each meeting of the Members, a Member may vote in person or by proxy. Every proxy shall be in writing, subscribed to by the Member, or his or her or its duly authorized attorney, and dated. No proxy that is dated more than eleven (11) months before the meeting at which it is offered shall be accepted, unless such proxy shall, on its face, name a longer period for which it is to remain in force. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided for in the Not-for-Profit Corporation Law.
Section 2.13 Written Consent of the Members. Any action that may be taken at a meeting of the Members may be taken without a meeting on written consent of the Members, setting forth the action so taken, signed by all Members entitled to vote thereon
Section 2.14 Reports. The Board of Directors of the Corporation shall present at each annual meeting of the Members a report, verified by the President and Treasurer or by a majority of the Directors, or certified by an independent public or certified accountant or a firm of such accountants selected by the Board, showing in appropriate detail the following:
(1) The assets and liabilities, including the trust funds, of the Corporation as of the end of a twelve (12) month fiscal period of the Corporation terminating not more than six (6) months prior to said meeting;
(2) The principal changes in assets and liabilities, including trust funds, during said fiscal period;
(3) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, during said fiscal period;
(4) The expenses or disbursements of the Corporation, for both general and restricted purposes, during said fiscal period; and
(5) The number of Members of the Corporation as of the date of the report, together with a statement of increase or decrease in such number during said fiscal period, and a statement of the place where the names and places of residence of the current Members may be found.
Each such report shall be filed with the records of the Corporation and a copy of an abstract thereof shall be entered in the minutes of the proceedings of the annual meeting at which the report is presented.
BOARD OF DIRECTORS
Section 3.1 Number and Qualifications. The number of directors constituting the entire Board shall be such number, not less than three (3) and no more than thirteen (13), as shall be fixed by vote of a majority of the entire Board from time to time. Directors must support the purpose of the organization and be willing to attend meetings and participate in Board activities.
Section 3.2 Initial Board Establishment. Following establishment as a not-for-profit corporation under New York State law, the initial board of directors shall consist of the four signers of the Certificate of Incorporation. Each shall serve an initial term of up to one year, ending on the first day of the month following the first membership meeting. At the first membership meeting, a vote will be held for all officer positions (4) for a three-year term, three Board of Director positions for two-year terms, and two Board of Director positions for one-year terms. Subsequent elections will be for three-year terms.
Section 3.3 Term of Office. The Board of Directors shall consist of the officers of the Corporation and additional elected Directors, each of whom shall be elected by the Membership to serve for a term of three years. Elected officers and Directors shall take office on first day of the month following their election at the annual meeting of the Membership. A person who has been elected by the Membership to serve two full consecutive terms shall not be eligible for re-election until at least one year has elapsed after the expiration of his/her second consecutive term. This section does not preclude a retiring Director from being elected an officer.
Section 3.4 Vacancies. Vacancies and other openings on the Board created for any reason may be filled for the unexpired term by a majority vote of the remaining Board of Directors then in office.
Section 3.5 Removal and Resignation. Any Director may be removed at any time with or without cause by action of the Members. Any Director may be removed for cause by vote of the Directors provided there is a quorum of not less than a majority present at the meeting of Directors at which such action is taken. A Director may resign at any time by giving written notice to the Board or the Secretary of the Corporation. Notice of the resignation shall promptly be given by such officer to the Members. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
Section 3.6 Meetings. The Board of Directors shall hold an annual meeting at such place, date and time in the first six (6) months of each calendar year, as the Board of Directors shall designate. Regular meetings of the Board shall be held at such times as the Board may from time to time determine. Special meetings of the Board may be called by the President or as determined by the Board. Robert’s Rules of Order in its most recent revision shall be the parliamentary authority governing the meetings of the Board of Directors.
Section 3.7 Place of Meetings. Regular and Special Meetings of the Board shall be held at the principal office of the Corporation, or at such other place, within or without the State of New York, as may from time to time be determined by the Board or the person or persons authorized to call the meeting.
Section 3.8 Notice. No notice need be given of such a regular meeting as determined by the Board. The place, date, time, and business to be transacted at or the purpose of a special meeting of the Board shall be specific in the notice of such meeting. Such notice shall be given to each Director by delivering the same to him or her personally or sending the same to him or her by facsimile or other electronic means, if agreed to by the parties, or by leaving the same at his or her residence or usual place of business, at least one (1) day before the meeting, or shall be mailed to each Director, postage prepaid and addressed to him or her at his or her last known address according the records of the Corporation, at least three (3) days before the meeting. No notice of any adjourned meeting of the Board need be given other than by announcement at the meeting.
Section 3.9 Waiver of Notice. Notice of a meeting need not be given to any Director who submits a signed written waiver thereof whether before or after the meeting, nor to any Director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.
Section 3.10 Quorum and Action by the Board. One-half (1/2) of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than such number is present at a meeting, a majority of Directors present may adjourn the meeting without further notice. The vote of the majority of the Directors present at a meeting at which such a quorum is present shall constitute the act of the board, unless the act of a greater number is required by law or by these By-laws.
Section 3.11 Action Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof, at a duly held meeting, may be taken without a meeting if all members of the Board or the committee consent in writing, by facsimile or electronic signature to the adoption of the resolution authorizing the action. Such resolution and the written consent thereto shall be filed with the minutes of the proceedings of the Board or the committee.
Section 3.12 Personal Attendance by Conference Communication Equipment or by Electronic Video Screen Communication. Any one or more members of the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communication equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
Section 3.13 Compensation. Directors as such shall not receive any compensation for their services. Nothing in this section shall prevent compensation to a person for services rendered to the Corporation as an employee or as otherwise engaged by the Corporation.
Section 3.14 Honorary Directors. – Honorary Directors of the Corporation may be recommended and elected by the Membership. Honorary Directors are welcome to attend Board of Director meetings and shall have voice but no vote.
The Board may, in its discretion, by an affirmative vote of a majority of the entire Board, appoint an Executive Committee, or any other committee, to consist of any three (3) or more Directors as the Board may from time to time determine. Committees other than Executive Committee and Audit Committee may have non-Director members. The Executive Committee shall have and may exercise between meetings of the Board all the powers of the Board in the management of the business and affairs of the Corporation. All other committees shall have those powers conferred upon them by the Board, except that no committee, including the Executive Committee shall have power:
(a) to fill vacancies in the Board or in any committee thereof;
(b) to repeal, amend or adopt by-laws;
(c) to amend or repeal any Board Resolution which does not, by its terms, make it amendable or repealable by such committee, and
(d) to remove or fix the compensation of officers who are elected by the Board.
In the absence of any member of the Executive Committee or of any other committee, the members thereof present at any meeting may appoint a member of the Board previously designated by the Board as a committee alternate to act in place of such absent member. The Board shall have the power at any time to change the membership of any committee, to fill vacancies in it, or dissolve it. The Executive Committee and any other committee may make rules for the conduct of its business, and may appoint such committees and assistants as may from time to time be necessary, unless the Board shall provide otherwise.
Section 5.1 Officers. The officers of the Corporation shall be Chair, a Vice-Chair, a Treasurer, and a Secretary and such other officers as the Board may determine. Notwithstanding the foregoing, the Board may reduce the offices set forth in this Article. The Chair and Vice-Chair shall hold office for one three-year term or until a successor is elected. The Secretary and Treasurer shall be elected for a three-year term with an option of a second three-year term. Officers are not eligible to succeed themselves. Any two or more offices may be held by the same person, except the offices of Chair and Secretary.
Section 5.2 Election. The officers shall be elected prior to the end of the current officers’ term at the annual meeting of the Membership and shall serve at the pleasure of the Board.
Section 5.3 Removal. Any officer of the Corporation may be removed with or without cause at any duly held meeting of the Board without prejudice to his or her contract rights.
Section 5.4 Chair. The Chair shall be the Chief Executive Officer of the Corporation, shall preside over all regular and special meetings of the Board and shall, subject to the direction of the Board, supervise the operation of the Corporation and shall perform such other duties and exercise such other functions as may be designated by the Board.
Section 5.5 Vice Chair. The Vice Chair shall have such powers and duties as may be properly delegated by the Chair and shall perform such other duties as may be prescribed by the Chair. During the absence or incapacity of the Chair, the Vice Chair shall have all of the powers and functions of the Chair.
Section 5.6 Secretary. The Secretary shall keep full minutes of all meetings of the Board in books provided for this purpose. The Secretary shall see that all notices are duly given in accordance with the provisions of the By-laws or as required by law and shall be the custodian of the records and of the Seal of the Corporation. The Secretary shall affix the Corporate Seal to all documents, the execution of which on behalf of the Corporation, under the Seal, is duly authorized by the Board, and when so affixed may attest the same. The Secretary shall have such powers and duties as may be properly designated by the Board and the Chair.
Section 5.7 Treasurer. The Treasurer shall keep correct and complete books and records of account for the Corporation. The Treasurer shall maintain banking arrangements to receive, have custody of and disburse the Corporation’s moneys and securities. The Treasurer shall invest the Corporation’s funds in accordance with the policies established by the Board and provide insurance coverage as directed by the Board. The Treasurer shall have such other powers and duties as may be properly designated by the Board and the Chair.
Section 5.8 Assistant and Subordinate Officers. The Board may elect or appoint one or more Assistant Secretaries, one or more Assistant Treasurers and such other subordinate officers as it may deem proper from time to time, who shall serve at the pleasure of the Board and perform such duties as may be designated by the Board.
Section 6.1 Execution of Contracts. The Board may authorize officers or agents, on behalf of the Corporation, to enter into any contract or execute and deliver any instrument, and such authority may general or confined to specific instances but, unless so authorized, no officers or agents shall have any power or authority to bind the Corporation.
Section 6.2 Bills, Notes, Etc. All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of the Corporation shall be made in the name of the Corporation and shall be signed by such officer or officers or such other person as the Board may from time to time designate. No loans shall be contracted on behalf of the Corporation unless specifically authorized by the Board.
Section 6.3 Dividends, etc. No part of the assets or net earnings of the Corporation shall be distributed to or inure to the benefit of any director or officer by means of dividends or otherwise except that reasonable compensation may be paid for services rendered to the Corporation.
Section 6.4 Investments. Unless otherwise specified by the terms of a particular bequest, devise, gift, grant or other instrument, the funds of the Corporation may be invested from time to time in such manner as the Board may determine, whether or not the investments are of the character, which would be required by law for similar funds if held by trustees.
Section 6.5 Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.
Section 7.1 Indemnification. The Corporation shall indemnify and hold harmless any person made or threatened to be made a party to any action or proceeding by reason of the fact that he or she or his or her testator or intestate (a) is or was a Director or officer of the Corporation or (b) is or was a Director or officer of the Corporation who serves or served, in any capacity, any other entity at the request of the Corporation (hereinafter an “Indemnitee”), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by the Indemnitee in connection therewith. Notwithstanding the foregoing, no indemnification may be made to or on behalf of any Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.
Section 7.2 Advancement of Expenses. All expenses reasonably incurred by an Indemnitee in connection with an actual or threatened action or proceeding with respect to which such Indemnitee is or may be entitled to indemnification under Section 7.1 of the Article shall be advanced to him or her or promptly reimbursed by the Corporation in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by him or her or on his or her behalf to repay the amount of such advances, if any, as to which he or she is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which he or she is entitled.
Section 7.3 Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and advancement of expenses to any employee or agent of the Corporation with the same scope and effect as provided in the Article to Directors and officers of the Corporation.
Section 8.1 Amendments. Any provision of these By-laws may be amended or repealed by a majority vote of the Board.
Section 9.1 Audit. The Board shall cause to be performed an independent audit by a certified public accounting firm whenever it thinks it is justified and the corporation’s finances are large enough or required by the IRS or State law.
Section 9.2 Procedure. All meetings of the Board and of any committee thereof shall be conducted in conformity with such policies and procedures adopted by the Board or such committee as the same may be amended from time to time.
Section 9.3 Gender and Number. All nouns and pronouns herein, and any variations thereof, shall be deemed to refer to the masculine, feminine, singular or plural as the identity of the person or persons may require.
Section 9.4 Headings. All headings contained in the By-laws are inserted only as a convenience and for reference, and to not define, limit or extend the intent or meaning of any section hereof.