Mission Statement
The Friends of J.N. Adam are committed to the preservation of the built and natural environments at the former J.N. Adam Memorial Hospital campus comprising 649 acres in Perrysburg, New York.
Goal: Goal: Goal:
BY-LAWS
of
FRIENDS OF J.N. ADAM
An Unincorporated Association
operating on a not-for-profit basis under the laws of New York State.
PURPOSE
The Friends of J.N. Adam are committed to the preservation of the built and natural environments at the former J.N. Adam Memorial Hospital campus comprising 649 acres in Perrysburg, New York,
- With its more than 500 acres of forest, meadow, streams, ponds, and wildlife habitat,
- And the restoration and re-use of its architecturally significant campus, which is listed on the New York State Register of Historic Places and is National Register of Historic Places qualified.
ARTICLE I
Members
Section 1. Members: Friends of J.N. Adam is an unincorporated association (“Organization”) operating on a not-for-profit basis under the laws of New York State. The Board of Directors (“Board”) may establish classes of membership with differing dues and determine from time to time the amount of annual dues payable to the Organization by the members (“Member”). Any person whose membership is in good standing shall be a Member of the Organization. The term ‘person’ used in these By-Laws shall also include Organizations, foundations, associations, unincorporated associations, trusts, and partnerships.
Section 2. Termination of Membership: Membership shall terminate for non-payment of dues or debt if such payment is not made within 60 days after notice has been sent to Member advising that such payment is past due. A Member may voluntarily resign membership, but no part of such member’s dues shall be refundable by reason of such resignation. Membership in the Organization is not transferable. The Board by a majority vote of the Board may expel a Member for failure to support the purposes of the Organization. The Board may establish additional reasonable rules governing termination of membership for cause. The Board has the right to terminate any Member and admit any Member.
Section 3. Member of Another Entity: The Organization may become a member of another entity upon a majority vote of the Board approving such action.
ARTICLE II
Meetings of Members
Section 1. Annual Meeting: The Annual Meeting of Members of the Organization, for the election of members of the Board (“Board Member”) and the transaction of such other business as may properly come before the meeting, will be at a time and place as set by the Board between November 1st and December 31st of each year. The time and place of each Annual Meeting shall be reasonably convenient to the Members.
Section 2. Special Meetings: Special Meetings of the Members may be called at any time by the Board or the President of the Organization. A Special Meeting shall also be called at the written request of 15 Members. Such request should state the purpose or purposes of the meeting.
Section 3. Notice of Meetings: Notice of an Annual or Special Meeting of the Members shall be sent in writing to each Member no less than 10 nor more than 40 days before such meeting. Notice may be given by email or letter but not by telephone or verbal notice.
Section 4. Quorum: At all meetings of Members, a quorum must be present to take action. A quorum shall consist of 15 Members or 10% of the Members entitled to vote, whichever is less. A Member may either vote in person or by written proxy signed and dated by the Member and delivered to the Organization or the Secretary of the meeting prior to such meeting.
Section 5. Procedure: The order of business and all other matters of procedure at all meetings of the Members insofar as possible shall be conducted in accordance with Robert’s Rules of Order. The Parliamentarian of the Organization shall preside over all matters of order and procedure.
ARTICLE III
Board of Directors
Section 1. Duties: Board Members shall act in their position in accordance with New York laws and in good faith using a degree of diligence, care and skill which ordinarily prudent persons would exercise under similar circumstances in like positions. They shall respect and maintain confidentiality of the organization’s information. They shall: adopt a budget annually; review an annual financial audit; provide for the day to day management of the organization by establishing policies and electing officers as provided in these By-Laws. All Board Members have the responsibility to support the organization’s fundraising efforts.
Section 2. Management of the Organization’s Affairs: Except as otherwise provided by New York law, these By-Laws, the activities, property, and affairs of the Organization will be managed by the Board.
Section 3. Number and Qualifications: The Board will consist of a minimum of 3 Members and a maximum of 15 Members; the exact number will be determined by the Board. The Board may increase or decrease the number of Board Members of the Organization by a vote of the majority of the entire Board, but the number of voting Board Members constituting the entire Board may not be less than 3. As used in these By-Laws, the term “entire Board” includes all current elected Board Members. No decrease in the number of Board Members will shorten the term of any incumbent Board Member. All of the Board Members will be at least 18 years of age. The number of Board Members may be changed from time to time by the Board consistent with the By-Laws.
Section 4. Election and Term of Office: Except as otherwise provided by law or these By-Laws, each Board Member will be elected at an Annual or Special Meeting of the Board Members. Board Members will assume their duties immediately following the Members’ Meeting at which they were elected. The Board Members will be divided into 3 classes of approximately equal size, and the election of Board Members will be staggered so that one class of Board Member is elected each year for a term of 2 years and until his or her successor has been elected and qualified; provided, however, that Board Members may be elected to a term of less than 3 years if necessary to maintain approximately equal class sizes. Effective with Board Members elected in 2010 or thereafter, no Board Member may serve for more than 3 consecutive 2-year terms. Board Members may again be eligible for re-election one year after the end of their third term. Irrespective of this section, the President and Treasurer can continue as a Board Member for the remainder of their term of office, plus one year.
Section 5. Vacancies: In the event one or more vacancies occur in the membership of the Board, the Board may fill such vacancy or vacancies at any time. These appointments shall expire at the next Annual meeting.
Section 6. Resignation: Any Board Member may resign at any time by giving a written resignation to the President, a Vice President or the Secretary. A resignation will be effective upon delivery unless it specifies an effective date, in which case the resignation is effective at the time specified. Unless the resignation specifies otherwise, Board acceptance of the resignation is not necessary to make it effective.
Section 7. Removal: Any Board Member may be removed for cause by the affirmative vote of a majority of the Board at any meeting of the Board, notice of which referred to the proposed action. Absence from 3 regular meetings of the Board in any 12-month period will, without limitation, be considered cause for removal.
Section 8. Contracts with the Organization: No Board Member shall be interested, directly or indirectly, in any contract relating to the operations of the Organization, nor in any contract for furnishing supplies or services, thereto, unless authorized by the concurring vote of a majority of the entire Board at a meeting where a quorum is present, not including the vote of the interested Board Member. The Board Member shall leave the place of the discussion in order to protect the interests of the Organization and the Board Members.
Section 9. Compensation: No Board Member will be compensated for serving as a Board Member, except that the Organization may reimburse Board Members for expenses necessarily incurred in effecting one or more of the purposes of the Organization, provided that such expenses in excess of $50 are reviewed and approved by a majority of the Board. The Treasurer shall include such requests as part of the financial reports.
Section 10. Special Advisors: From time to time, the Board may designate as Special Advisors a chosen number of outstanding persons from the community who are interested in the objectives of the Organization to assist the Organization in its operations or purpose. Selection as a Special Advisor will not confer upon those selected any right to vote or to participate in the management of the Organization, nor any liability with respect thereto. Special Advisors shall serve for a 1-year period unless reappointed by the Board for subsequent one-year periods.
ARTICLE IV
Meetings of Board Members
Section 1. Regular Meetings: Regular meetings of the Board, for the transaction of business set forth in the notice of the meeting, will be held no less than four times per year at a time and place determined by the Board and specified in the notice of the meeting.
Section 2. Special Meetings: Special meetings of the Board may be called at any time by the President, or in her or his absence or disability, a Vice-President, and must be called by such officer on written request by 3 Board Members. Such request will state the purpose or purposes for which the meeting is to be called. Each special meeting of the Board will be held at a time and place determined by the Board Member calling the meeting and specified in the notice of the meeting.
Section 3. Notice of Meetings: Notice of each regular or special meeting of the Board stating the time and place of the meeting will be given by the President, a Vice-President or the Secretary to each Board Member at least 2 days before the meeting by telephone, email, letter or in person. A Board Member’s attendance at a meeting without protesting, before or at the commencement of such meeting, the lack of notice to her or him constitutes waiver of notice. A Board Member also may waive notice by submitting a signed waiver of notice before or after a meeting.
Section 4. Quorum: At all meetings of the Board, except as otherwise provided by law or these By-Laws, a quorum is required for the transaction of business. The quorum will consist of a majority of the currently serving Board Members.
Section 5. Proxy: Voting by proxy is not permitted.
Section 6. Procedure: The order of business and all other matters of procedure at all meetings of the Board Members insofar as possible shall be conducted in accordance with Robert’s Rules of Order.
Section 7. Action by the Board: Except as otherwise provided by law or these By-Laws, the vote of a majority of the Board Members present will decide any question that may come before the meeting. A majority of the Board Members present, whether or not a quorum is present, may adjourn any meeting to another time or place without notice other than announcement at the meeting of the time and place to which the meeting is adjourned.
Section 8. Action Without a Meeting: Any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the Board Members consent in writing, including by email correspondence to all the Members of the Board, to the adoption of a resolution authorizing the action. The resolution and the written consents will be filed with the minutes of the proceedings of the Board.
Section 9. Presence at Meeting by Telephone: Board Members may participate in a meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting by such means constitutes presence in person at the meeting.
ARTICLE V
Officers
Section 1. Election of Officers: At the first meeting after the Annual Meeting of the Members, the Board Members shall elect a President, one or more Vice-Presidents, a Secretary, a Treasurer, and a Parliamentarian (“Officers”). The Board may from time to time elect additional Officers having titles, authority and duties determined by the Board.
Section 2. Term of Office: Unless otherwise determined by the Board, Officers will hold office until their successors are elected and qualified at the Board meeting following the Annual Members Meeting.
Section 3. Removal: Any Officer may be removed or have her or his authority suspended by the
Board at any time, under the procedures set forth in the By-Laws, with or without cause.
Section 4. Resignation: Any Officer may resign at any time by giving a resignation in writing to the Board, the President or the Secretary. A resignation will be effective upon delivery unless it specifies an effective date, in which case the resignation is effective at the time specified. Unless the resignation specifies otherwise, Board acceptance of the resignation is not necessary to make it effective.
Section 5. Vacancies: If any Board office becomes vacant for any reason, the Board has the power to fill that vacancy.
Section 6. Duties of Officers May Be Delegated: If an Officer is absent or unable to perform her or his duties, or for any other reason that the Board deems sufficient, the Board, except where otherwise provided by law, may delegate the powers or duties of any Officer to any other Officer or to any Board Member.
Section 7. Officers Holding Two or More Offices: Any two or more Board offices, except those of President and Secretary, may be held by the same person, but no Officer will execute or verify any instrument in more than one capacity.
Section 8. Compensation: No Officer will be compensated for serving as an Officer, except that the Organization may reimburse Officers for expenses necessarily incurred in effecting one or more of the purposes of the Organization, provided that such expenses in excess of $50 are reviewed and approved by the Board pursuant to these By-Laws. The Treasurer shall include such requests as part of the financial reports.
Section 9. The President: The President of the Board shall preside at all meetings or Special Meetings of the Board, any Executive Committee, and Members. The President shall appoint all Committee Chairs and, after consultation with the Committee Chairs, appoint members of the Committees (“Committee Members”). The President of the Board shall perform such other duties as the Board may from time to time determine. The President of the Board shall be an ex-officio voting member of all Committees of the Organization. The President shall act as the principal spokesperson of the Organization, in consultation with the Board. The President may also speak publicly for the Organization in consultation with the Board. No other Board Member, Committee Member or Member shall make any public statement, verbally, written or as an electronic communication, about the policies, purpose and positions of the Organization without the approval of a majority vote of the Board, unless such statement is accompanied by a disclaimer making clear that the statement does not represent the position of the Organization. This policy does not preclude Board Members from conducting educational lectures, talks and tours.
Section 10. Vice-President(s): A Vice-President will, in the absence or at the request of the President, perform the duties and exercise the powers of the President. In the absence or disability of the President, a Vice-President shall be appointed by the Board, and shall also have such powers and perform such duties as usually pertain to the office or as are properly required by the Board. A Vice-President may serve as the Chair of a Committee.
Section 11. The Secretary: The Secretary will ensure the timely notification of meetings; that the minutes of the Board are properly kept; will attend to the giving and serving of all notices of the Organization; will have charge of such books and papers as the Board may direct; will attend to such correspondence as may be assigned; and will perform all duties incidental to the office. The Secretary may serve as the Chair of a Committee.
Section 12. The Treasurer: The Treasurer shall oversee the care, custody and internal control of all monies of the Organization. The Treasurer shall make and sign such reports and documents as may be required, and shall perform such duties as may pertain to this office. The Treasurer shall have access at all times to all financial records of the organization. The Treasurer will present the annual audited financial statement to the Board setting forth in full the financial resources of the Organization, and shall report to the Members at the Annual Meeting. The Treasurer may serve as the Chair of a Committee.
ARTICLE VI
Committees
Section 1. Committees: The Board, by resolution or resolutions adopted by a majority of the entire Board, may designate one or more Committees. Committees serve at the pleasure of the Board and to the extent provided in the resolution establishing the Committee. The Chair of a Committee must be a Board Member. The members of Committees must be Members of the Organization. No Committee may obligate the Organization in any manner without the approval of the Board. The President of the Board, in consultation with the Board and the respective Presidents of the Committees, shall appoint the other Members of each Committee.
Section 2. Meetings of Committees: Committees will meet at times and places determined by the Chair of the Committee and specified in the notice of the meeting. Meetings of Committees will be governed by the provisions of Article IV of these By-Laws, which govern meetings of the entire Board. Each Committee will report its proceedings and actions, either verbally or in writing, to Board.
Section 3. Advisory Committees: In addition to Committees, the Board may create Advisory Committees to serve at the pleasure of the Board and to perform tasks assigned by the Board. Persons other than Board Members and Members may serve on such Committees. Advisory Committees have no authority to act on behalf of the Board.
ARTICLE VII
Indemnification of Board Members and Officers
Section 1. Right of Indemnification: Each Board Member and Officer of the Organization, whether or not then in office, and any person whose testator or intestate was such a Board Member or Officer, will be indemnified by the Organization for the defense of, or in connection with, any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, administrative, or investigative, in accordance with and to the fullest extent permitted by the laws of the State of New York or other applicable law, as such laws now exists or may subsequently be adopted or amended; provided, however, that the Organization will provide indemnification in connection with an action or proceeding (or part thereof) initiated by such a Board Member or Officer only if that action or proceeding (or part thereof) was authorized by the Board.
Section 2. Advancement of Expenses: Expenses incurred by a Board Member or Officer in connection with any action or proceeding as to which indemnification may be given under Section 1 of this Article VII may be paid by the Organization in advance of the final disposition of the action or proceeding upon (a) the receipt of an undertaking by or on behalf of the Board Member or Officer to repay the advance if the Board Member or Officer is ultimately found not to be entitled to indemnification as authorized by this Article VII and (b) approval by the Board acting by a quorum consisting of Board Members who are not parties to the action or proceeding or, if such a quorum is not obtainable, then by vote of a majority of the entire Board. To the extent permitted by law, the Board will not be required to find that the Board Member or Officer has met the applicable standard of conduct provided by law for indemnification in connection with an action or proceeding before the Organization makes any advance payment of expenses under this provision.
Section 3. Availability and Interpretation: To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in this Article VII will be available with respect to events occurring prior to the adoption of this Article VII, will continue to exist after any rescission or restrictive amendment of this Article VII with respect to events occurring prior to such rescission or amendment, will be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding or, at the sole discretion of the Board Member or Officer (or, if applicable, at the sole discretion of the testator or intestate of the Board Member or Officer seeking such rights) on the basis of applicable law in effect at the time the rights are claimed, and will be in the nature of contract rights that may be enforced in any court of competent jurisdiction as if the Organization and the Board Member or Officer for whom such rights are sought were parties to a separate written agreement.
Section 4. Other Rights: The rights of indemnification and to the advancement of expenses provided in this Article VII will not be deemed exclusive of any other rights to which any Board Member or Officer of the Organization or other person may now or subsequently be otherwise entitled, whether contained in these By-Laws, a resolution of the Board or an agreement providing for such indemnification; the creation of such other rights is hereby expressly authorized. Without limiting the generality of this section, the rights of indemnification and to the advancement of expenses provided in this Article VII will not be deemed exclusive of any rights, pursuant to statute or otherwise, of any Board Member or Officer or other person in any action or proceeding to have his or her costs and expenses assessed or allowed in his or her favor, against the Organization or otherwise.
Section 5. Severability: If this Article VII or any part of it is held unenforceable in any respect by a court of competent jurisdiction, it will be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article VII will remain fully enforceable. Any payments made pursuant to this Article VII will be made only out of funds legally available for such payments.
ARTICLE VIII
Finance
Section 1. Funds of the Organization: The funds of the Organization will be deposited in its name with banks or other federally insured depositories designated by the Board. All checks, notes, drafts, and other negotiable instruments of the Organization will be signed only by those Officers or agents authorized by the Board to sign. No Officers or agents of the Organization, alone or with others, have the power to make any checks, notes, drafts, or other negotiable instruments in the name of the Organization or to bind the Organization thereby, except as provided in this section.
Section 2. Fiscal Year: The fiscal year of the Organization will be the 12-month period ending on December 31, unless otherwise determined by the Board.
Section 3. Loans: No loans will be made by the Organization to any person or entity, including its Board Members and Officers.
Section 4. Gifts: The Board or any authorized Officer or agent of the Organization may accept on behalf of the Organization any unsolicited contribution, gift, bequest, or devise for any general or special purpose or purposes of the Organization. Any such contributions, gifts,
bequests, or devises which the donor has designated to be used for a specific project or purpose will be used only for such designated project or purpose.
Section 5. Income from Activities of the Organization: All income from activities of the Organization will be applied to the maintenance, expansion or operation of the lawful activities of the Organization.
Section 6. Spending Policy: In connection with any funds of the Organization, any request for a distribution shall require a majority vote of the Board
.
Section 7. Annual Report: The President and Treasurer shall present to the Board an audited report, showing in appropriate detail the following:
(a) the assets and liabilities of the Organization as of the end of a 12-month fiscal period of the Organization terminating not more than six months prior to said meeting;
(b) the principal changes in assets and liabilities during said fiscal period;
(c) the revenue or receipts of the Organization, both unrestricted and restricted to particular purposes, during said fiscal period; and
(d) the expenses or disbursements of the Organization, for both general and restricted purposes, during said fiscal period.
Such report shall be filed with the minutes.
Section 8. Audit. The books and financial records of the Organization will be audited at least annually by a certified public accountant or firm of certified public accountants selected for that purpose by the Board.
ARTICLE IX
Conflicts of Interest Policy
Section 1. Purpose: The purpose of the conflict of interest policy is to protect the Organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Board Member of the Organization or might result in a possible excess benefit transaction. This policy will also apply to Board Members who have a financial stake in a property that has become a matter of interest to the Organization. In the case of a conflict generated by blood or marital relationship, a conflict shall be deemed to exist if the relationship extends to the second degree and no further. This policy supplements but does not replace any applicable state and federal laws governing conflict of interest applicable to the Organization.
Section 2. Annual Disclosure: All Board Members and Committee Members shall be required to file an annual disclosure statement with the Organization listing to the best of their knowledge any conflicts of interest, or special relationships, including investment partnerships, in which they or their immediate family may be involved which could now or in the future lead to a conflict of interest with the Organization. Any potential conflict of interest situations must be reported to the President of the Board and Board Members. New Board Members are eligible to vote on actions of the Organization after completing and returning their signed disclosure statement. Failure to disclose potential conflicts of interest or special relationships in the disclosure statement or thereafter as such events arise could result in the removal of a Board Member.
Section 3. Record of Proceedings: A Board Member or Committee Member shall not participate in such portion of all meetings of the Board, or any standing or ad-hoc Committee of the Organization, on any matter where such Board Member or Committee Member has a conflict of interest or special relationship, as determined by the Board. The minutes of all meetings shall report that the Board Member or Committee Member with a potential conflict of interest was excused from the place of discussion for the portion of any meeting where the matter was discussed.
ARTICLE X
Emeritus Board Members and Honorary Board Members
Emeritus Board Members:
Section 1. Qualification: Emeritus Board Members shall consist of those distinguished
friends of the Organization who shall have served as a Board Member, Officer or Committee Member of the Organization and have made, over an extended period of years, a major personal commitment to the Organization.
Section 2. Privileges: Emeritus Board Members may by invitation, on a non-voting, ex-
officio basis, attend meetings of the Board and meetings of its Committees. Emeritus Board Members must be members in good standing of the Organization. Their attendance at such meetings shall be for the purpose of furnishing advice, counsel and assistance.
Honorary Board Members:
Section 1. The Board has the right to name non-voting Honorary Board Members for extraordinary service or relationship to the Organization. No rights are conferred on Honorary Board Members.
ARTICLE XI
Amendments
Section 1. Board Members Amendment. Any Board Member may propose an amendment to the B-Laws, which shall be submitted to the President no less than 60 days prior to any meeting of the Board for consideration. The President shall transmit the proposed amendment to the Board at least 10 days prior to the next regularly scheduled Board meeting. The proposal shall become effective upon receiving an affirmative vote of majority of the Board Members present at two consecutive, regularly scheduled meetings of the Board. Any amendment to the B-Laws affecting the term, number or powers of Board Members shall be subject to ratification by a majority vote of the Members present at the next Annual Meeting.
Section 2. Member Amendment: By majority vote, the Board Members may recommend an amendment to the Members; 3 Board Members or 25 Members may request that a proposed amendment be submitted to the Members. At an annual or special Members meeting, the President shall place the proposed By-Law amendment on the meeting agenda and the amendment shall become effective upon receiving an affirmative vote of majority of the Members present at such meeting.
ARTICLE XII
Disbursement of Funds Upon Dissolution
Upon termination of the functions of the Organization for any reason, all funds and other property belonging to the Organization after payment of debts and obligations shall be transferred and paid over to one or more organizations meeting the requirements of Internal Revenue Code Section 501(c)(3) which are organized and operating for the same or similar purposes as those of the Organization and which are located within the western portion of New York State. Any such assets not so disposed of shall be disposed of by order of the appropriate Court of the County and State in which the principal office of the Organization is then located.