The principal office (the “Home Office”) of Plan for Rare Foundation (the “Foundation”) will be located at such place in the City of Yonkers State of New York as the Board of Directors may from time to time determine. The Foundation also may have other offices at such other places both within and without the State of New York as the Board of Directors may from time to time determine or the business of the Foundation may require.
Section 2.1 Mission:
Plan for Rare Foundation is dedicated to helping small rare disease foundations accelerate the development of appropriate therapeutics.
In particular, Plan for Rare will educate the disease foundations on the process of drug discovery and development, and help them build a roadmap for their specific fields.
For that purpose Plan for rare will give free access to a Comprehensible Research Opportunity and Strategy Service (CROSS), as well as a globalization strategy in order to expand the patient community.
The plan for rare mission in education will include educating children and patients in their disease. The foundation will bring patients to experience art as a tool of information and facilitate the managing of the disease. Providing the understanding of their disease to children will facilitate their acceptance of their condition, and integration in their environment, but also increase their awareness and vigilance to specific symptoms and their communications with parents and medical staff.
Consistent with the purposes of the Foundation as stated in its Certificate of Incorporation (the “Purposes”), the mission (“Mission”) of the Foundation shall be to use its human and financial capital to:
a) Offering a free CROSS:
Plan for Rare will provide a scientific analysis including
I. Research Status Analysis
II. Gap Identification
III. How to Attract Pharma and Develop your Scientific Community
IV. Ways to Support Drug Development, From Target To Clinical Trials
V. Target Scan Service
b) Globalization: Expand Your Community
One of the main challenges in rare and ultra-rare diseases is the limited size of the patient population. The natural history, registry, and market suffer from it. Expanding the population by going from a domestic to an international organization is key for clinical development as well as market size.
c) Developing the information with a language and tools reaching children
I. Focused on a disease
II. explain scientific and/or drug discovery research and development concepts.
d) Facilitating the accessibility of the information:
I. The information on a specific disease will be available on the websites of the specific disease foundations, as well as on general children care associations.
rII. The information will be available on the websites of the plan for rare Foundation.
III. The edited information is aiming for school libraries and public libraries, in addition to foundations libraries.
The aim is for the children to
• further know their disease,
• find a dialogue with adults and other children,
• find help for coping with their differences, unanswered questions and any disease-related problems that medical staff cannot solve.
• support the psychological needs of patients and their families by reducing their sense of isolation resulting from the disorder.
e) Expanding public awareness by attracting children to information using Art.
Exhibition of professional artist and/or children artwork in public spaces, schools or museums non-related to a disease in order to:
• increase the non-affected children’s understanding of the challenges facing children with a disease;
• encourage financial support from the public and private sources for support of the Foundation and its Purposes and Mission.
Section 2.2. Activities in Support of Mission: In furtherance of this Mission, the Foundation:
a) Shall solicit and receive funds from individuals and public and private entities, including but not limited to corporations, foundations, associations, and governmental agencies, through active solicitation of contributions, grants, gifts of property, bequests, or otherwise, and to utilize such funds in support of the Purposes or Mission;
b) May aid and encourage the formation of chapters and other supporting entities to advance the Purposes or Mission of the Foundation; and
c) Shall undertake all actions deemed appropriate by the Board of Directors to carry out the Purposes or Mission of the Foundation, to the extent such actions are permitted under state and federal laws.
Section 2.3. Mission Statement: The Directors may adopt a Mission Statement, which may include a more detailed explanation of the means that will be employed to achieve the Foundation’s Mission.
Board of Directors
Section 3.1. Powers:
a) Powers of the Board of Directors: The powers, property and affairs of the Foundation, as set forth in the Certificate of Incorporation or these Amended and Restated By-Laws (the “By-Laws”), shall be exercised, conducted and controlled by, or shall be under the control of, the Board of Directors, except as otherwise provided by applicable law. Any provision of these By-Laws notwithstanding, no delegation of authority shall preclude the Board of Directors from exercising the authority required to meet its responsibility for the conduct of the Foundation; consequently, the Board of Directors retains the right to rescind any such delegation, both with respect to specific situations or general powers.
b) Delegation of Authority: The Board of Directors may delegate its authority to manage the Foundation to its agents, employees, representatives, and committees, except as otherwise restricted in these By-Laws or by applicable law. However, the Board of Directors reserves to itself alone the power to:
i) amend or restate the Certificate of Incorporation;
ii) amend, alter or repeal the By-Laws;
iii) appoint or remove any member of a committee or any Director or Officer of the Foundation;
iv) adopt a plan of merger or a plan of consolidation with another corporation or organization;
v) authorize the sale, lease, or exchange of any of the property or assets of the Foundation, or mortgage or encumber any such property or assets;
vi) authorize the voluntary dissolution of the Foundation or revoke any such proceedings which it has commenced;
vii) adopt a plan for the distribution of assets of the Foundation;
viii) amend, alter, or repeal any resolution of the Board of Directors which by its terms provides that it shall not be amended other than by the Board of Directors; or
ix) fix the compensation, if any, of Directors with respect to service on the Board of Directors or any committee thereof.
Section 3.2. Number, Election, Term, Duration:
a) Number: The Board of Directors shall consist of not less than three, nor more than twelve, individuals, not including Honorary Directors or non-voting members (if any). Within that range, the number of voting Directors that will constitute the Board of Directors shall be fixed by resolution adopted by a majority of the entire Board of Directors and that number shall constitute the “entire board” for purposes of Section 702 of the New York Not-for-Profit Corporation Law. The number of Directors may be increased or decreased either within the range specified above by resolution of the Board of Directors or by amendment of these By-Laws, provided that any action of the Directors to effect such increase or decrease shall require the vote of a majority of the entire Board of Directors and shall not result in a shortening of the term of any incumbent Director.
b) Election: Members of the Board of Directors first shall be nominated by the Leadership Development Committee and shall become Directors immediately upon election by a majority vote of a quorum of the Board, and upon acceptance by the person(s) so elected. Directors shall be elected at the Annual Meeting of the Board of Directors, provided, however, that additional Directors may be nominated and elected at any time between Annual Meetings. Should the number of voting Directors be less than three at any time, the Board of Directors shall endeavor to promptly nominate and elect a new Director or Directors until the Board has at least three voting Directors.
c) Term: Directors shall serve for an initial term of three years and, upon recommendation of the Leadership Development Committee, may be re-elected to serve for 5 successive three-year terms. A Director elected to fill a vacancy shall hold office until the next Annual Meeting of the Board of Directors and (i) until the Director’s successor is elected and qualified, or (ii) until a resolution is passed pursuant to 3.2(a) setting the size of the entire board so that there is no longer any vacancy to be filled.
d) Duration: Directors shall serve until:
i) the next Annual Meeting of the Board of Directors at which the Director’s term expires and the Director is not re-elected;
ii) development of a disability that prevents such Director from fulfilling his or her responsibilities as a Director of the Foundation, as determined by a majority vote of a quorum of the Board of Directors; or
iii) the Director’s earlier death, resignation or removal.
Section 3.3. Board Participants Participating by Reason of Other Functions:
The Board of Directors shall include as non-voting members:
i) The Senior Paid Officer; and
ii) The Chairperson of the Chapter Council, subject to the recommendation of the Leadership Development Committee and approval by a vote of a majority of a quorum of the Board of Directors.
Section 3.4. Fiduciary and Other Duties: In accepting election to serve on the Board of Directors, an individual assumes the fiduciary duties of care, loyalty and obedience to the Foundation. All Directors are expected to make meaningful and significant contributions to the Foundation. Such contributions may be in the form of financial support (appropriate to their personal situation), the procurement of financial support from other individuals and entities, guidance and advice, time and skill, or other resources provided or activities undertaken in furtherance of the Foundation’s Purposes or Mission.
Section 3.5. Removal, Resignation and Attendance:
a) Removal for Cause: A Director may be removed with cause by vote of a majority of the Board of Directors, so long as there is a quorum of not less than a majority present at the meeting of the Board of Directors at which such action is taken, (provided, however, that the Director subject to removal must be provided with advance notice of his or her proposed removal and an opportunity to be heard, but provided further, however, that such Director may not participate in such vote nor shall such Director’s presence count for purposes of establishing a quorum). Cause shall include, but shall not be limited to, circumstances in which a Director acts in a manner (i) which is counter to, or in violation of, the Purposes or Mission of the Foundation, or (ii) which does or is likely to jeopardize the well-being and best interests of the Foundation, in either of which case such Director shall be deemed to be acting in derogation of the above stated fiduciary duty of good faith and allegiance owed to the Foundation.
b) Attendance: A Director who fails to attend three consecutive regular Board of Directors meetings, either in person or as provided in Section 3.8(d), may be subject to removal for cause by action of the Board of Directors (unless any such absence was due to personal or health reasons and excused by the Chairperson of the Board of Directors (the “Chairperson”)).
c) Suspension or Removal Based on Felony: Any Director or Officer charged with a felony shall, at the discretion of the Chairperson (or at the discretion of the longest-tenured Vice-Chairperson as determined pursuant to Section 5.4(a) of these By-Laws (i) in the event the Chairperson cannot be contacted within a reasonable amount of time after the Foundation learns of such information, or (ii) if the Director so charged is the Chairperson), be immediately suspended as a Director and/or Officer of the Foundation and, in the event of conviction for a felony, shall be immediately removed as a Director and/or Officer of the Foundation. During any suspension, the suspended Director shall not constitute a voting member of the Board of Directors or of any Standing Committee, nor shall the presence of the suspended Director count for purposes of determining whether a quorum is present at a meeting of the Board or of any Standing Committee. The suspended Director may, at the discretion of the Chairperson (or, in the event, the Director so suspended is the Chairperson, then at the discretion of the longest-tenured Vice-Chairperson as determined pursuant to Section 5.4(a) hereof), attend regular or special meetings of the Board of Directors or Standing Committees.
d) Resignation: A Director may resign at any time upon submission of a written resignation letter to the Chairperson. Resignation shall be deemed effective upon the Chairperson’s receipt of the Director’s written resignation letter.
Section 3.6. Honorary Status:
a) Honorary Director: The Board of Directors may, upon the nomination of the Leadership Development Committee and by the vote of a quorum of the Board, confer honorary status upon a former Director for a three-year, renewable term. An Honorary Director may attend meetings of the Board of Directors throughout the term of his or her honorary directorship upon the invitation of the Chairperson, but shall not be entitled to vote on matters coming before the Board of Directors. The Board of Directors may elect to create additional categories of honorary status, subject to such terms and conditions as they may specify from time to time.
b) Removal of Honorary Titles: Notwithstanding anything to the contrary in the foregoing, the titles and privileges granted pursuant to 3.6(a) above may, upon recommendation from the Leadership Development Committee, be removed by the vote of a majority of a quorum of the Board of Directors.
Section 3.7. Compensation and Reimbursement of Expenses:
a) Compensation: No Director shall receive compensation or salary in any form for his or her service on the Board of Directors; provided, however, that those Directors providing services to the Foundation in another capacity may receive reasonable compensation for services rendered in such other capacity as permitted by these By-Laws and by applicable law.
b) Reimbursement of Expenses Due To Financial Hardship: The reasonable costs of attending meetings may, but are not required to, be paid directly by the Foundation or reimbursed to an individual Director in whole or in a part where the cost of travel creates a financial hardship for such Director.
i) In instances where the Director is an existing Director, the Leadership Development Committee shall be responsible for considering and agreeing to any payment or reimbursement of such costs.
ii) In instances involving the nomination of a new Director, if an arrangement for the reimbursement of such costs is discussed with the proposed Director and an agreement in principle has been reached between the proposed Director and the Leadership Development Committee with respect thereto should the individual be elected to the Board, such tentative agreement shall be part of a report provided to the Board (during executive session of the Board) regarding the overall consideration given to the election of such individual.
c) Reimbursement of Expenses For Reasons Other Than Financial Hardship: In the event an individual Director requests that the reasonable costs of attending meetings be paid directly by the Foundation or reimbursed to the individual Director (in whole or in part) for reasons other than where the cost of travel creates a financial hardship, such payment or reimbursement must be approved by resolution of the Board of Directors.
Section 3.8. Meetings:
a) Regular Meetings and Annual Meeting: Regular meetings of the Board of Directors shall be held at least three times per year, at least two of which shall be in-person meetings, at such time and place as the Chairperson may determine, or as may be scheduled by action of the Board of Directors at a regular meeting (in which case no further notice need be given to any Director of meetings so scheduled). One of the regular meetings shall be deemed by the Board of Directors to be the Annual Meeting. The reports required to be given by the Treasurer under Sections 513(b) and 519 of the New York Not-for-Profit Corporation Law will be delivered at the Annual Meeting. Directors are expected to be physically present at all meetings designated as in-person meetings, except as provided by Section 3.8(d).
b) Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the Chairperson at any time, with a minimum of no less than forty-eight hours written notice, which notice shall specify the purpose(s) of such special meeting. The Chairperson (i) may call such a meeting when he/she deems it appropriate and (ii) shall call such a meeting upon the written request of (y) a majority of the Executive Committee, or (z) one-third of the voting members of the Board of Directors. If such notice is given less than seven days before the time of such meeting, it shall be given by express mail, telecopy, facsimile, e-mail or any other reliable means of expedited delivery. Directors may, without prior advance approval by the Chairperson, participate in special meetings of the Board of Directors by conference telephone.
c) Proxies: Proxies are not permitted in lieu of attendance at meetings of the Board of Directors, whether regular or special.
d) Attendance Other Than In-Person: Some or all of the members of the Board of Directors may participate in any regular or special meeting of the Board by means of a conference telephone or other communications equipment allowing all persons participating in the meeting to hear each other at the same time. The Chairperson may, from time to time, at his or her discretion, allow a Director to participate in all or a portion of any such meeting by such means, it being recognized, however, that attendance by such means at regular meetings of the Board of Directors shall be the exception rather than the rule, and that attendance in person is the preferred method of attendance at regular meetings of the Board of Directors. Participation by a Director in a meeting by a means (other than in person) which has been authorized by the Chairperson shall be deemed to constitute attendance at such meeting (or portion of such meeting) for purposes of, among other things, (i) voting at such meeting and (ii) determination of a quorum. The minutes of a meeting in which any Director attends other than in-person shall indicate the attendance of all such Directors, the manner of attendance if other than in-person, and shall clearly indicate which portions of such meeting were attended by each Director in the event that any such Director did not attend the meeting in its entirety. All other requirements pertaining to a formal meeting shall apply.
e) Action Without a Meeting: Any action required or permitted to be taken whether by provision of law, the Certificate of Incorporation, these By-Laws or otherwise, at any meeting of the Board of Directors, or at any meeting of a Standing or Special Committee, may be taken without a meeting if a written consent to such action is provided by all of the members of the Board of Directors or Standing or Special Committee, respectively. Any written consent shall be filed with or reflected in the minutes of the Board of Directors or respective committees. Such minutes (and/or written consents) shall be kept by the Secretary with the other records of the Foundation, or by such staff member as has been delegated such responsibility by the Secretary pursuant to Section 5.9(b).
f) Waiver of Notice: Whenever any notice is required to be given under any provision of law, the Certificate of Incorporation, or these By-Laws, a waiver thereof in writing provided by the person or persons entitled to such notice, whether before or after the time such notice is or was required to have been given, shall be equivalent to the giving of such notice and shall be filed with the records of the Foundation or, with respect to notice as to any meeting of the Board of Directors, shall be entered upon the minutes of such meeting. Presence at any meeting without protesting prior to or at the commencement of such meeting of the manner or timeliness of notice with respect thereto shall be deemed equivalent to a waiver of notice of that meeting.
Section 3.9. Quorum; Action: The presence of one-third of all voting Directors then in office at a meeting, in person or as provided for in Section 3.8(d), shall constitute a quorum for the transaction of business; provided, however, that the number of voting Directors so represented is not less than six. The presence of non-voting Directors, including Honorary Directors, at meetings of the Board of Directors does not count in determining the presence of a quorum at such meetings. If a quorum is not present at any meeting of the Board of Directors, a majority of the voting Directors present may adjourn such meeting until a quorum exists without notice other than by announcement at the meeting. The act of a majority of voting Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless applicable law, the Certificate of Incorporation or these By-Laws require a greater number.
Section 3.10. Accounts and Records: The Board of Directors shall cause to be kept adequate and correct accounts and records of the affairs of the Foundation including accounts and records of its assets, liabilities, receipts, disbursements, gains and losses. Except for unreasonable or improper purposes (as determined by the Legal Affairs and Ethics Committee), such books of accounts and records and minutes of meetings and proceedings of the Board of Directors shall be open to the inspection of every Director at all reasonable times. Directors shall be required to sign an appropriate confidentiality agreement to prevent improper disclosure of sensitive information to third parties.
Section 3.11. Notices: Upon election to the Board of Directors, all newly-elected Directors shall inform (i) the “Notice Recipient” of the Foundation, which is the Senior Paid Officer or such person as the Senior Paid Officer may designate and (ii) the Secretary of the Board of Directors in writing of their home and/or work telephone number, facsimile number (if any), email address, and home and/or work address, as well as their preferred method of communication(s). Each Director shall, thereafter, notify the Secretary and the Notice Recipient of any changes to such information. Any notices required to be provided pursuant to these By-Laws are effective if provided in writing to an email address or mailing address on file for each Director, it being recognized, however, that the party providing notice shall endeavor (but shall not be required) to provide notice to each Director through the Director’s preferred method of communication.
Section 4.1. No Voting Members: In accordance with the provisions of Section 601(a) of the New York Not-for-Profit Corporation Law, the Corporation has no members possessing voting rights.
Section 4.2. Description: The Foundation, including its Chapters, may have members without voting rights who are individuals, institutions, and corporations that actively support the Purposes, Mission and programs and activities of the Foundation. The members’ support is evidenced by financial contributions, or by contributions of time, skills and other resources that further the Purposes or Mission of the Foundation. The Board of Directors may, from time to time, establish membership categories and standards, as well as the perquisites of the various categories.
Section 4.3. Benefits: Members shall have the benefits, privileges and obligations provided by these By-Laws, and by other policies adopted by the Board of Directors or by the Chapters.
Members of the Foundation shall be entitled to membership in the Chapter of their choice.
Section 4.4. Honorary Members: The Board of Directors may designate any other individual as an “Honorary Member” of the Foundation for a term designated by the Board.
Section 4.5. Termination: Membership of any member, including any Honorary Member, may be terminated with or without cause at any time by affirmative vote of a majority of a quorum of the Board of Directors.
Section 5.1. Officers: Officers of the Foundation includes all Board Officers and all Paid Officers (each as defined below and, collectively, “Officers”).
a) The Foundation shall have a Chairperson of the Board of Directors (or, as set forth in 5.4(a) below, more than one Chairperson); one or more Vice Chairpersons of the Board of Directors; a Secretary of the Board of Directors; and a Treasurer of the Board of Directors, each of whom must be a voting member of the Board of Directors. Such Officers shall be referred to in these By-Laws as “Board Officers.” No Director may concurrently hold more than one such office, except that a Director who serves as Vice Chairperson also may serve as the Secretary or the Treasurer.
b) The Senior Paid Officer, who shall not be a Director, shall be an Officer of the Foundation.
c) Upon vote of a majority of a quorum of the Board of Directors, an individual who is a paid staff member of the Foundation and who holds one of the following positions also may be elected as an Officer of the Foundation (unless such staff person also is the Senior Paid Officer of the Foundation, in which case such staff person shall be an Officer pursuant to Section 5.1(b) above without any Board vote being required), but no such staff member shall be a Director of the Foundation:
ii) Chief Executive Officer;
iii) Executive Director;
iv) Chief Financial Officer;
v) Chief Scientific Officer
vi) Such other staff persons with such titles and responsibilities as the Board of Directors may from time-to-time determine.
Notwithstanding the foregoing, there is no obligation that these titles be provided to any staff member of the Foundation, nor any obligation that such positions be filled (except as otherwise may be set forth in these By-Laws).
d) “Paid Officers” of the Foundation are staff members who are Officers of the Foundation pursuant to Sections 5.1(b) or 5.1(c) of these By-Laws.
e) All Officers of the Foundation, whether Board Officers or Paid Officers, are subject to the same obligations and fiduciary duties imposed on all Officers by these By-Laws and by New York State law.
Section 5.2 Election: The Board of Directors shall elect Board Officers at the Annual Meeting.
Section 5.3. Term Limits:
The term of any individual staff person who is a Paid Officer shall begin at the close of the Board meeting at which such Paid Officer is elected and shall continue until (i) such Paid Officer resigns as an employee of the Foundation, (ii) such Paid Officer resigns as a Paid Officer of the Foundation, or (iii) such time as, by vote of a majority of a quorum, the Board of Directors may determine, with or without cause, such person no longer is a Paid Officer of the Foundation, it being expressly recognized, however, that an individual staff person may (but is not required to) continue as a paid employee of the Foundation even after such employee’s tenure (through resignation or termination) as a Paid Officer is concluded.
Section 5.4. Vacancies:
a) Chairperson Vacancy: In the event the Chairperson resigns or is unable to serve, the Vice Chairperson (or, if there are multiple Vice Chairpersons, the Vice Chairperson who has served the longest on the Board of Directors as determined by the date of election to the Board, and not by the date that the term of such Director officially commenced) shall serve as acting Chairperson until a special meeting of the Board of Directors can be convened and a new Chairperson elected. In the event two or more Vice Chairpersons have the same tenure, they shall serve as co-Chairpersons during such interim period (and references in these By-Laws to “Chairperson” shall be deemed to refer to “Chairpersons” during such interim period).
b) Other Board Office Vacancies: A vacancy in any other Board Office may be filled by vote of a quorum of the Board of Directors at any regular or special meeting of the Board of Directors, or as provided for in Section 3.8(e). Such Board Officer so elected shall serve until the next Annual Meeting of the Board of Directors and until his or her successor is elected or until his or her earlier death, resignation or removal. Nothing herein prevents such Board member from being elected to such Board Office at that next Annual Meeting.
Section 5.5. Removal of Board Officers: The Board of Directors, by majority vote of all Directors, may remove any individual from his or her position as a Board Officer, with or without cause.
Section 5.6. President, Chief Executive Officer, Executive Director:
a) The Foundation may have a President, Chief Executive Officer, and an Executive Director, some of which may be combined or held by one person, and not all of which (but at least one of which) needs to be filled at any time. The Board of Directors shall determine by vote of a quorum of the Board of Directors which of the President, the Chief Executive Officer, and the Executive Director is the senior most paid officer of the Foundation (the “Senior Paid Officer”), provided, however, that in the event that only one such position is filled at any given time, the person holding such position shall automatically be deemed to be the Senior Paid Officer.
b) Each of the President, Chief Executive Officer and Executive Director shall have the responsibilities and authority conferred upon him or her by the Board of Directors.
c) The Board of Directors shall adopt a written description of the duties and responsibilities of the President, the Chief Executive Officer, and the Executive Director, which descriptions shall be reviewed and updated on a regular basis.
d) The compensation of the President, the Chief Executive Officer and the Executive Director shall be fixed by the Board of Directors.
Section 5.7. Chairperson:
a) The Chairperson shall be the senior volunteer Officer of the Foundation. The Chairperson shall have the usual and customary duties and responsibilities normally incident to such position in not-for-profit organizations. Such duties and responsibilities include but are not limited to:
i) Working cooperatively and collaboratively with the President, Chief Executive Officer, Executive Director, staff and the other members of the Board of Directors to maximize the Foundation’s ability to achieve its Purposes and Mission. Such collaborative efforts should include:
A) Reviewing and improving operational and service effectiveness;
B) Assisting in the development of human and financial resources necessary to advance the Foundation’s Purposes and Mission;
C) Setting priorities for the Foundation’s activities relative to such Purposes and Mission; and
D) Working to maintain and enhance the Foundation’s reputation in all relevant communities.
ii) Providing vision and leadership to focus the Board of Directors and the staff on the key issues facing the Foundation and the challenges and opportunities presented;
iii) Presiding at all meetings of the Board of Directors;
iv) Developing the agenda and determining the prioritization of items for all meetings of the Board of Directors, as well as controlling (A) the time allocated for discussion of agenda items to ensure that time is used efficiently, and (B) the meeting dynamics to minimize interpersonal conflicts;
v) Maximizing the commitment of time, intellect and financial resources to the Foundation by members of the Board of Directors by encouraging and organizing their activities so that they are individually and collectively in a position to make positive contributions;
vi) Overseeing implementation of organizational policies;
vii) Promoting positive communication within and between the professional staff and volunteer leadership;
viii) Encouraging, supporting and coordinating the work of the committees;
ix) Signing any contracts or legal instruments which these By-Laws or New York law requires be signed by the Chairperson; and
x) Performing all duties incident to the office of Chairperson and such other duties as may be prescribed by the Board of Directors from time to time.
b) The Chairperson shall be a member of all committees of the Board of Directors, and all other duly constituted bodies of the Foundation. The Chairperson shall be a voting member of all such committees or advisory bodies of which the Chairperson serves as Chairperson pursuant to these By-Laws, and shall be a non-voting member of all other such committees and advisory bodies upon which he or she is permitted to serve.
Section 5.8. Vice Chairperson or Chairpersons:
a) The Vice Chairperson (or Vice Chairpersons, as the case may be) shall perform such duties as from time to time may be assigned by the Chairperson or by the Board of Directors.
b) In the event the Chairperson resigns or is unable to serve, the Vice Chairperson (as selected by the process set forth above in Section 5.4(a)) shall perform the duties of the Chairperson, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chairperson. Upon the election of a new Chairperson, the Vice Chairperson shall return to his or her position as Vice Chairperson and shall complete his or her remaining term (if any) in such office, it being expressly recognized that the duration of such Director’s term as Vice Chairperson, and applicable term limits, shall continue to apply as if the Vice Chairperson had served continuously as Vice Chairperson, and such limits shall not be extended or modified by virtue of the Vice Chairperson having served temporarily as Chairperson pursuant to this subsection.
Section 5.9. Secretary:
a) The Secretary shall have the usual and customary duties and responsibilities normally incident to such position in not-for-profit organizations. Such duties and responsibilities include but are not limited to:
i) Keeping the minutes of the meetings of the Board of Directors and of the Executive Committee, in one or more books established for that purpose;
ii) Ensuring that all notices are duly given in accordance with the provisions of these By-Laws or as required by law;
iii) Serving as custodian of the corporate records and of the seal of the Foundation;
iv) Ensuring that the seal of the Foundation is affixed to all documents, the execution of which on behalf of the Foundation under its seal is duly authorized in accordance with the provisions of these By-Laws;
v) Keeping a register of the addresses, contact information and preferred method of communication for each Director; and
vi) Performing such other duties as from time to time may be assigned by the Chairperson or by the Board of Directors.
b) Such duties may, when appropriate, be delegated (or revoked) by the Secretary, in consultation with the Chairperson and the Senior Paid Officer, to a member (or members) of the Foundation’s staff, subject to the supervision of the Senior Paid Officer and the Secretary.
c) In the event that members of the Foundation’s staff have been delegated any such authority, then upon the election of a new Secretary, the Senior Paid Officer shall promptly provide a report to such Secretary indicating which members of the Foundation’s staff have been delegated any such authority.
Section 5.10. Treasurer: The Treasurer shall have the usual and customary duties and responsibilities normally incident to such position in not-for-profit organizations. Such duties and responsibilities include, but are not limited to:
a) Assisting the staff of the Foundation in:
i) Having charge, custody and responsibility of all funds, securities and other property of the Foundation;
ii) Receiving and giving receipts for moneys due and payable to the Foundation from any source whatsoever, and depositing all such moneys in the name of the Foundation in such banks, trust companies or other depositories as shall be selected pursuant to Section 12.3 of these By-Laws;
b) Rendering a statement of the condition of the finances of the Foundation at the Annual Meeting of the Board of Directors as provided in Section 519 of the New York Not-for-Profit Corporation Law;
c) Making an annual report at the Annual Meeting of the Board of Directors concerning assets held for specific purposes, the use made of such assets and the income thereof as provided in Section 513(b) of the New York Not-for-Profit Corporation Law;
d) Executing any required engagement letter with the Foundation’s auditors; and
e) Performing other duties as from time to time may be assigned by the Chairperson or by the Board of Directors.
Agents, Employees, and Representatives
Section 6.1. Agents, Employees and Representatives: The Board of Directors, or the Officer(s) to whom authority is delegated by the Board of Directors, may appoint, hire or terminate agents, employees, or representatives of the Foundation with such duties and responsibilities as the Board of Directors or the authorized Officer(s) may determine. The Senior Paid Officer shall confer such titles as are commensurate with the duties and responsibilities of the assigned positions
Section 6.2. Personnel Policies: The Board of Directors establish personnel policies and policies governing recruiting, hiring and firing, compensation, performance standards and evaluation with respect to paid staff members of the Foundation.
Section 7.1. Committees.
a) Authority: Committees established by the Board of Directors shall have and shall exercise such authority as specifically or implicitly delegated by the Board of Directors in the management of the Foundation, except for those powers which the Board of Directors reserves to itself. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him or her by law. Committees of the Board shall be either standing or special.
b) Standing Committees: The Board of Directors may establish standing committees from time to time by vote of a majority of a quorum of the Board.
c) Special Committees: The Board of Directors may establish Special Committees pursuant to 7.2(b) to carry out specific tasks or objectives as circumstances may warrant. A Special Committee shall limit its activities to the accomplishment of the tasks or objectives for which it is created and shall have no power to act except as specifically conferred by action of the Board. Upon completion of the tasks or objectives for which appointed, such Special Committee shall be automatically disbanded.
Section 7.2. Membership and Chairperson:
a) Standing Committees:
i) Standing Committees shall consist of three or more Directors, at least three of which must be voting members of the Board of Directors.
ii) The Chairperson shall, subject to 7.2(a)(i); set the number of members of each Standing Committee, recommend the person (or persons) to serve as Chairperson (or co-Chairpersons) of each Standing Committee, recommend all Standing Committee appointments, and recommend removal or reassignment of Standing Committee members from time to time. All such recommendations are subject to ratification by the Board of Directors, by resolution adopted by a majority of the entire Board, at which time such recommendations shall take effect.
iii) Although only Directors may serve as voting committee members of Standing Committees, the Chairperson may, when appropriate and subject to the Board of Directors’ ratification of such recommendations by resolution adopted by a majority of the entire Board, recommend the appointment of non-Director(s) to Standing Committees to participate in Standing Committee meetings as necessary in a non-voting, advisory capacity.
b) Special Committees:
i) The Chairperson shall, subject to 7.2(a)(i); set the number of members of each Standing Committee, recommend the person (or persons) to serve as Chairperson (or co-Chairpersons) of each Special Committee, recommend all Special Committee appointments, and recommend removal or reassignment of Special Committee members from time to time, provided however that at least there voting Directors must be appointed to each Special Committee and only a voting Director may serve as Chairperson of a Special Committee. All such recommendations are subject to ratification by the Board of Directors, by vote adopted by a majority of a quorum of the Board of Directors.
ii) Although only Directors may serve as voting members of Special Committees, the Chairperson may, when appropriate and subject to the Board of Directors’ ratification of such recommendations by vote of a majority of a quorum of the Board of Directors, recommend the appointment of non-Director(s) to Special Committees to participate in Special Committee meetings as necessary in a non-voting, advisory capacity.
c) Chairperson as Member: The Chairperson of the Board of Directors shall serve as a non-voting member of each Standing or Special Committee and advisory board, unless otherwise specifically provided in these By-Laws.
d) Senior Paid Officer as Member: The Senior Paid Officer of the Foundation or his or her designee shall be the secretary and a non-voting member of each Standing or Special Committee and each advisory committee or board, it being recognized that a designee may be so designated generally with respect to all meetings of such Standing Committee or specifically with respect to any particular meeting of such Standing Committee. Any designee who has been appointed by the Senior Paid Officer hereunder to act as a member of a committee must be an employee of the Foundation.
e) Committee Charters: Standing Committees may, but unless required by New York law are not required to, adopt a committee charter or similar document which among other things further specifies the duties, role, obligations and/or policies and procedures of the committee (“Committee Governing Document”), provided, however, that (i) such Committee Governing Document is subject to approval by vote of a majority of the entire Board of Directors, (ii) such Committee Governing Document is provided to the Legal Affairs and Ethics Committee for review at least 15 Business Days prior to such vote by the Board of Directors, and
(iii) in the event of any conflict between a Committee Governing Document (or any provision thereof) and these By-Laws, the Certificate of Incorporation, or New York Law, these By-Laws, the Certificate of Incorporation, or New York Law shall govern, as the case may be.
f) Use of Consultants or Advisors: Where deemed necessary or desirable by a Standing or Special Committee to assist it in fulfilling its responsibilities, a Standing or Special Committee is permitted to consult with and/or engage outside consultants or advisors, provided, however, that such outside consultants or advisors shall not be agents of the Foundation unless the Board of Directors specifically resolves otherwise, and provided further, however, that compensation paid to such outside consultants or advisors (if any) must be approved by the Executive Committee in consultation with the Senior Paid Officer, unless such compensation has been provided for in the Foundation’s budget.
Section 7.3. Standing Committee Terms, Vacancies, Term Limits:
a) Term: The term of each member of a Standing Committee shall begin upon ratification by the Board of Directors, by resolution adopted by a majority of the entire Board, of his or her appointment to such Standing Committee and shall continue until he or she is removed or replaced by action of the Board of Directors. The Chairperson shall endeavor to recommend such appointments at the Annual Meeting of the Board of Directors, provided, however, that new members may be appointed to Standing Committees at any time between Annual Meetings, subject to ratification by resolution adopted by a majority of the entire Board of Directors at any regular or special meeting of the Board, or pursuant to subsection 3.8(e).
b) Vacancies: If a Standing or Special Committee consists of less than three voting Directors because of the resignation, death or removal of a committee member, the Chairperson of the Board may appoint a new member to fill the vacancy of the unexpired term, subject to the Board of Directors’ ratification of such recommendation by vote of a majority of the entire Board at the next regular or special meeting of the Board of Directors, or pursuant to subsection 3.8(e).
c) Committee Chairperson Term Limits: The number of consecutive one-year terms during which a person may serve as the chairperson of the same committee shall be not more than three, (i) provided, however, that the Chairperson of the Board may recommend additional one-year terms, subject to approval by a majority of a quorum of the Board of Directors, and (ii) provided further, however, that in the event the chairperson of such committee holds such position by virtue of their role as a Board Officer, his or her tenure as chairperson of such committee shall terminate at the same time as his or her tenure as such Board Officer shall terminate. For purposes of this provision, the term of a committee Chairperson shall be deemed to have commenced at the Annual Meeting following the ratification of his or her appointment as Chairperson of such committee.
Section 7.4. Duties, Authority and Responsibility of Committees:
a) Standing Committees shall have the powers and duties set forth below and such other duties, authority and responsibility as the Board of Directors may authorize from time to time.
b) The Chairperson of each committee shall promptly notify the Chairperson of any actions taken or authorizations given by such committee, and shall periodically report to the Board of Directors on its activities.
c) Each committee periodically shall review the existing policies that are within the purview of such committee and shall recommend for consideration any change in such policies as the committee may deem necessary or desirable.
d) Directors who are not members of a Standing or Special Committee but who have issues relating to matters within the purview of any such committee shall direct their comments to the Chairperson of such committee for consideration by the Committee.
Section 7.5. Meetings: Unless otherwise provided herein, each Standing Committee shall endeavor to hold meetings at least twice each year (other than with respect to the Executive Committee which shall meet as needed) upon the call of the Chairperson thereof or at the request of at least two members of such committee. The Board of Directors may establish attendance requirements that will be a condition to continued membership on a Standing Committee. It is not expected that meetings of Standing or Special Committees shall require in-person attendance, but shall, instead, ordinarily be conducted by teleconference or other means where all participants are able to hear all other participants.
Section 7.6. Quorum and Committee Action: Unless otherwise provided herein, one-third of the voting members of a committee or three voting members of a committee, whichever is the larger number, shall constitute a quorum for the transaction of business. Unless otherwise provided herein or ordered by the Board of Directors, a committee may act by a majority of the voting members present at a meeting at which a quorum is present or by a writing signed by all of its members. During the intervals between the meetings of the Board of Directors, an act, or authorization of an act, by any committee within the scope of the power delegated to it shall be as effective for all purposes as the act or authorization of the Board of Directors.
Section 7.7. Records and Reports: Committees shall keep accurate minutes of their meetings and shall promptly notify the Chairperson and Senior Paid Officer of any action or authorization made by such committee. Minutes of committee meetings shall be sent to the Notice Recipient and to the Secretary of the Board of Directors within a reasonable time after such meeting is held.
Section 7.8. Standing Committees: The following are the descriptions of the duties, responsibilities and authority of the Standing Committees of the Foundation:
a) Audit Committee: The Audit Committee shall be composed of the Treasurer (who shall serve as Chairperson of the committee), the Chairperson of the Development Committee (or at least one co-Chairperson, if applicable), and at least one other voting Director, and shall:
i) Supervise and control all funds and securities of the Foundation;
ii) Review and recommend to the Board of Directors the annual operating and capital budgets of the Foundation;
iii) Review, assist staff and advise the Board of Directors (as appropriate) on the implementation of internal and external financial reporting requirements (including financial reports from Chapters), cost and revenue control procedures, internal controls, insurance needs, and other fiscal matters;
iv) Be responsible for directing and reviewing all audit-related issues, including:
A) Determining the scope of the Foundation’s annual audit in consultation with the Foundation’s administrative staff and the Foundation’s independent auditors;
B) Reviewing, with the Foundation’s independent auditors, the annual audit and management letter prepared by such auditors and reporting to the Board of Directors the Committee’s determinations concerning such audit, any suggestions for changed administrative procedures and any conflicts between the auditors and the Foundation’s staff; and
C) Interviewing and deciding on the auditors to be engaged by the Foundation.;
v) Recommend policies to the Board of Directors regarding the investment of the Foundation’s funds and other assets, including asset allocation, appropriate to the level of funds to be invested, and consider the cash flow needs of the Foundation in determining such policies;
vi) Retain, monitor and, when appropriate, replace specific organizations or individuals to serve as investment advisors, consultants or managers to perform all functions necessary to implement the investment policies approved by the Board of Directors;
vii) Review the status of the investment program at least quarterly; and
viii) Report to the Board of Directors at least bi-annually on the status of the investment program.
b) Compensation and Personnel Committee: The Compensation and Personnel Committee shall:
i) Fix the individual salaries and benefits of the Senior Paid Officer and such other employees as it deems appropriate;
ii) Approve the total compensation budget for the Foundation recommended by the Senior Paid Officer, subject to the budgetary limits imposed by the Audit Committee;
iii) Supervise and provide a review on an approximately annual basis to the President, Chief Executive Officer and Executive Director of the Foundation;
iv) Be responsible for the oversight and assistance of the paid Foundation staff, with due deference being given to the proper authority of such persons’ supervisor(s);
v) Consult with the Senior Paid Officer to evaluate the quality and appropriateness of the personnel in various staff positions at the Foundation;
vi) Advise the Board of Directors as to recommendations regarding personnel benefits;
vii) Periodically re-evaluate the organizational chart for the Foundation in light of the Foundation’s Purposes and Mission;
ix) Advise the full Board of Directors at least annually as to the state of the staff of the Foundation; and
x) Fulfill the obligations set forth in section 5.6(c) hereof.
The Senior Paid Officer shall be a non-voting member of the Compensation and Personnel Committee, as provided in Section 7.2(d) of these By-Laws, provided, however, that the Senior Paid Officer shall recuse himself or herself during any discussion of the selection or salary of the President, the Chief Executive Officer and/or the Executive Director, unless determined by the Chairperson of the Compensation and Personnel Committee that no such recusal is necessary.
c) Development Committee: The Development Committee shall:
i) Work with the Development Director and staff of the Foundation to conceive, design and implement programs to secure adequate funding for the activities of the Foundation from individuals and non-governmental entities, both currently and into the future. Such programs should include, but are not limited to:
A) Membership drives;
B) Annual giving;
C) Special events;
D) Funding of specific programs;
F) Planned giving and bequests; and
G) Grant requests.
ii) Based on reasonable projections for success in such efforts, advise the Board of Directors of the financial resources they reasonably expect will be available to assure that existing and proposed new programs are financially viable; and
iii) Perform such obligations with respect to restricted gifts as are set forth in Section 12.4(b) of these By-Laws.
d) Executive Committee:
i) The Executive Committee shall be chaired by the Chairperson of the Board of Directors, and shall, in addition, consist of the Senior Paid Officer and the Chairperson of the Medical Affairs Committee (both (in a non-voting capacity), all other Board Officers (in a voting capacity), and the Chairman Emeritus (in a voting capacity only so long as he or she also is a voting member of the Board of Directors, and otherwise in a non-voting capacity). In addition, the Executive Committee may consist of such additional Directors as may be appointed in a voting or non-voting capacity by the Chairperson (subject to ratification by the Board of Directors, by resolution adopted by a majority of the entire Board), depending on the matter(s) under consideration, provided, however, that a Director who is not a voting member of the Board may not be a voting member of the Executive Committee;
ii) The Executive Committee shall:
A) Have the power to act for the Board of Directors during the period between meetings on urgent or emergency matters, not otherwise falling within the purview of any Standing or Special Committee. Any such act or authorization of an action by the Executive Committee shall be effective for all purposes as the act or authorization of the Board of Directors;
B) Serve on an ad hoc basis to give direction to the Board of Directors on complex issues that cross Standing Committee lines;
C) Make recommendations to the Board of Directors on major policy issues affecting the Foundation; and
D) Implement the Board Policy on Organization Effectiveness, which provides that “Every two years, the Executive Committee will assess the performance and effectiveness of the organization, including an evaluation of the organization’s financial, operational and personnel structures, resources and processes in place to achieve its mission. This assessment will include recommendations on further actions.”
Council of Fellows
The Foundation may establish a Council of Fellows for the purpose of attracting individuals whose backgrounds and resources will significantly advance the purpose of the organization.
a) Members: Persons of talent, special skills or experience, position, rank, influence, connection or demonstrated interest in the field of the foundation may, on an annual basis, be extended an invitation by the Senior Paid Officer for membership on the Council of Fellows.
b) Function: The Council of Fellows function is purely advisory and therefore its recommendations, if any, are not binding on the Foundation. Members may, however, be asked by either the Board of Directors or the Senior Paid Officer to assist in any programs of the Foundation, or to give professional guidance, counsel or advice.
c) Duration of Membership: There is no limit to the number of years which an individual may be a Member of the Council of Fellows.
Section 9.1. Chapters in General: The Senior Paid Officer shall have authority to establish Chapters encompassing such geographical areas as he or she deems appropriate and subject to such standards and criteria as the Board of Directors may establish from time to time. A “Chapter” is an individual or group that has executed a Chapter Agreement with the Foundation, and, among other things, has made a commitment to carry out one or more of the Purposes or Mission of the Foundation. No Chapter shall be deemed established unless and until a representative on behalf of the Chapter and the Senior Paid Officer on behalf of the Foundation have executed a Chapter Agreement.
Section 9.2. No Separate Legal Existence: Each Chapter shall be an integral part of the Foundation and shall not be separately incorporated, nor shall the Chapter or any of its representatives, members or agents be deemed to be legal agents of the Foundation.
Section 9.3. Compliance with Foundation Governing Documents and Policies: Chapters shall comply with the Foundation’s Certificate of Incorporation, By-Laws, the applicable Chapter Agreement, and any principles, policies, rules, regulations and standards which may be adopted or amended by the Board of Directors from time to time. Chapters shall be organized and operated exclusively for the Mission, Purposes and objectives of the Foundation, and all of their policies and procedures shall conform to those of the Foundation. The Foundation’s Certificate of Incorporation, By-Laws, policies and procedures shall take precedence over the policies, procedures or other governing documents of each Chapter.
Section 9.4. Recognition of Affiliation with Foundation: No groups, other than those Chapters established pursuant to the terms of these By-Laws and explicitly approved by the Board of Directors, shall be recognized as being affiliated in any way with the Foundation, nor shall a Chapter, its agents, members or representatives, have authority to establish, organize or create any affiliations with any such groups without the express authorization of the Board of Directors.
Section 9.5. Compliance with Applicable Law: Each Chapter, as well as its representatives, members and agents, are required to comply with all applicable local, state, and federal laws and regulations and shall indemnify and hold the Foundation harmless for any failure to so comply.
Section 9.6. Liability for Financial Obligations: The Foundation shall not be liable for any financial obligation assumed or incurred by any Chapter or its members, representatives or agents, unless the financial obligation is approved in writing by the Senior Paid Officer of the Foundation or his or her designated representative (and, in such event, only if and to the extent that the Senior Paid Officer has the authority pursuant to these By-Laws, applicable law, or the Foundation’s policies and procedures to approve such financial obligation).
Section 9.7. Contributions:
a) Contributions shall be solicited only in the name of Art of Science 4 kids Foundation. All contributions of any type collected by a Chapter shall be forwarded promptly to the Notice Recipient. The Board of Directors shall determine the policy by which contributions shall be allocated for crediting and budgetary purposes between the Chapters and the Foundation.
b) No real property may be acquired by a Chapter or its members, representatives or agents on behalf of the Foundation without the written approval of the Board of Directors. Title to all real property shall be taken and recorded in the name of the Foundation.
c) The use of funds or other assets received by the Foundation and its Chapters shall be determined by policies as set forth by the Board of Directors.
Section 9.8. Revocation:
a) A Chapter Agreement may be revoked by the Board of Directors should the Chapter:
i) Violate (or fail or refuse to follow) any provisions of the Certificate of Incorporation, By-Laws, Chapter Agreement, or any applicable policies, rules, laws or regulations as set forth above;
ii) Be terminated, as provided for in the Chapter Agreement; or
iii) Engage in any activities or conduct contrary to the Foundation’s Purposes, Mission or policies, or in any way detrimental to the Foundation.
b) The Board of Directors shall provide thirty days' written notice of the intended revocation and provide the opportunity for a hearing before the Board of Directors (at which at least a quorum of the Board is present); provided, however, that the Board of Directors may, for good cause, temporarily suspend such Chapter prior to such hearing.
c) Upon decision of the Board of Directors to revoke a Chapter Agreement, written notice stating the cause for revocation shall be sent to the Chapter Representative who executed the Chapter Agreement, or to any officer of the Chapter, and shall be effective upon sending such written notice, and shall be final and binding.
Section 9.9. Required Actions Following Termination or Revocation: When a Chapter Agreement is terminated or revoked, the Chapter shall immediately:
a) Cease using all funds and property of the Foundation (including journals, records, files, the Chapter Agreement, membership lists and mailing lists), and convey such funds and property to the Foundation at the Foundation’s Home Office or to the representative specified by the Chairperson of the Board of Directors, without retaining any copies thereof;
b) Refrain from any further use of any Foundation membership or mailing lists;
c) Refrain from any further use of the name or any symbol indicating a relationship with Art of Science 4 Kids Foundation, whether copyrighted or not, or any copyrighted intellectual property, symbols, or logos; and
d) Complete its obligations and prior commitments as required by the Chapter Agreement except to the extent in conflict with 9.0(a)-(c).
The Foundation may establish and maintain a Chapter Council for the purpose of encouraging the establishment and viability of Chapters throughout the United States, in accordance with these By-Laws and the Purposes and Mission of the Foundation.
a) Membership: Each Chapter shall designate a representative to serve as a member of the Chapter Council. In order to facilitate attendance, said representative shall be designated prior to the Chapter Council’s annual meeting. Each representative shall be entitled to one vote at the annual meeting.
b) Responsibilities: The Chapter Council shall work with the Foundation’s staff and Board of Directors to:
i) Plan and conduct an annual meeting of the Chapter Council;
ii) Develop and implement programs of the Foundation in accordance with the Foundation’s Purposes and Mission, these By-Laws, and Foundation policies and procedures;
iii) Review and evaluate the programs, policies, and activities of the Chapters, and facilitate the development of programs, policies and activities by and among them; and
iv) Present to the Board of Directors recommendations concerning programs, policies and activities designed to further the Mission, Purposes and objectives of the Foundation.
c) Officers: The officers of the Chapter Council (who shall not be members of the Board of Directors, except that the Chairperson of the Chapter Council may be a member of the Board of Directors subject to the provisions of these By-Laws) include the following:
i) Chairperson: The Chairperson of the Chapter Council shall be elected by the Chapter Council and shall serve as a non-voting member of the Foundation’s Board of Directors, consistent with the terms of these By-Laws, subject to recommendation by the Leadership Development Committee and approval of the Board of Directors. The Chairperson shall preside at the Annual Meeting of the Chapter Council and shall oversee its programs and activities.
ii) Vice Chairperson: A Vice Chairperson shall be elected by the Chapter Council to serve in the absence of the Chairperson and to perform such duties as delegated by the Chairperson from time to time. If the Chairperson is unable to attend a meeting of the Foundation’s Board of Directors, he or she may designate the Vice Chairperson to attend the meeting in a non-voting capacity, subject to approval of the Chairperson of the Board of Directors.
iii) Secretary: A Secretary shall be elected by the members of the Chapter Council, and shall keep a record of the members of the Chapter Council (which shall be sent to the Notice Recipient and to the Chairperson of the Volunteer Relations Committee whenever amended or updated), record the minutes of the Chapter Council (which shall be sent to the same individuals specified above within a reasonable time following such meeting), send notices of meetings to all members of the Chapter Council, and have such other powers and duties as may, from time to time, be assigned by the Chairperson of the Chapter Council.
d) Term: Officers of the Chapter Council shall serve for renewable two-year terms. A term commences at the annual meeting of the Chapter Council at which such Officer was elected, and concludes at the second annual meeting of the Chapter Council following such election. No person may serve more than two consecutive terms of the same office, nor concurrently hold more than one office of the Chapter Council.
Legal and Financial
Section 11.1. Contracts: Consistent with applicable law, the Board of Directors may authorize (in addition to the Officers so authorized by these By-Laws) any Officers or agents of the Foundation to enter into any contracts or execute and deliver any instruments in the name and on behalf of the Foundation.
Section 11.2. Checks and Drafts: All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation shall be signed by such Officers or agents of the Foundation, and in such manner, as shall be determined, from time to time, by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer, and countersigned by the Chairperson or a Vice Chairperson of the Foundation. All Officers and employees of the Foundation authorized by the Board of Directors or these By-Laws to receive funds, sign checks, drafts or other orders for the payment of money, or sign notes or other evidences of indebtedness issued in the name of the Foundation, shall be bonded in such sum and with such surety as the Board of Directors may determine.
Section 11.3. Accounts and Deposits: All funds of the Foundation shall be deposited to the credit of the Foundation in such insured banks, trust companies, or other depositories as the Board of Directors may select or approve. All bank accounts shall be in the name of art of Science 4 kids Foundation, or under any name by which the Foundation does business, such name and business conduct under such name having been approved by a majority of the Board of Directors.
Section 11.4. Gifts: The Board of Directors may accept on behalf of the Foundation any unconditional contribution, gift, bequest or devise for the general purpose or for any special purpose consistent with the Purposes and Mission of the Foundation.
a) Unrestricted Gifts: Unrestricted gifts shall be maintained and dispersed according to the budget approved by the Board of Directors.
b) Restricted Gifts: Restricted gifts are contributions limited by donors, testators, or grantors for specified projects, purposes, or geographic areas, which restrictions must be approved by the Chairperson of the Development Committee. No gift or bequest shall be accepted which (i) contains provisions restricting its use if such provisions violate the Purposes or Mission of the Foundation, or any By-Law, policy, rule, regulation, principle or practice of the Foundation in effect at the time of the gift, or (ii) places undue burdens on the Foundation. In the event that future changes to the Purposes, Mission, or any By-Law, policy, rule, regulation, principle or practice of the Foundation creates a conflict with the terms of the restriction, every attempt shall be made to secure the approval of the donor to any modification of the restriction necessary to bring such restriction in compliance with the Purposes, Mission, and every By-Law, policy, rule, regulation, principle or practice of the Foundation.
Section 11.5. Mailing and Other Lists: All mailing lists and other collections of data relating to all persons or entities associated with the Foundation are and shall remain the sole property of the Foundation. Such information is strictly confidential and may be used only in connection with the Purposes and Mission of the Foundation, and in accordance with policies and procedures governing such use. No such information may be disclosed or used for any purpose, nor sold to, exchanged or shared with any third parties, without the express written approval of the Senior Paid Officer and either the Chairperson or a Vice Chairperson of the Foundation.
Section 12.1. Fiscal Year: The fiscal year shall begin on the first day of January and end on the last day of December of each calendar year, or at such other time as shall be fixed by the Board of Directors.
Section 12.2. Binding Action: No action on behalf of the Foundation is binding unless approved by a majority of a quorum of the Board of Directors, or by such other number as specified herein or required by applicable law.
Section 12.3. Books and Records: The Foundation shall keep correct and complete books and records of accounts and also shall keep minutes of the proceedings of the Board of Directors, Standing and Special Committees, advisory committees and boards. A record of the names and addresses of all classes of members, members of its Board of Directors, and members of the Chapter Council shall be kept at the Home Office and shall be made available to third parties only as required by law for proper purpose and for good cause shown, and only during normal business hours and upon reasonable prior notice.
Section 12.4. Written Notice or Consent: Whenever these By-Laws provide for or require the provision of notice or consent in writing, or otherwise refer to a writing by an Officer or Director, such writing or written notice or consent, as the case may be, may be provided by electronic mail.
Section 12.5. Robert’s Rules: To the extent applicable and not inconsistent with or otherwise provided for in the Foundation’s Certificate of Incorporation, these By-Laws, or applicable law of the State of New York, the rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the conduct of all meetings of the Board of Directors.
These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by a majority of the Directors present and voting at any regular or special meeting of the Board of Directors at which a quorum is present. Extensive amendments to the By-Laws, as determined by the Planning Committee, shall be sent in writing to all Directors not less than twenty days prior to the meeting at which such changes are to be considered; provided, however, that limited or time-critical amendments can be made without prior notice to the Board of Directors. Any changes to the By-Laws approved by the Board of Directors shall be deemed to be in compliance with these notice provisions.
To the fullest extent permitted by law:
a) The Foundation will indemnify any person (and that person’s heirs, executors, guardians, administrators and any other legal representative of that person) who was or is a party or is threatened to be made a party to or is involved in (including as a witness) any threatened, pending, or completed action, suit, proceeding or inquiry (brought in the right of the Foundation or otherwise), whether civil, criminal, administrative, or investigative, and whether formal or informal, including appeals, by reason of the fact that the person is or was a Director or Officer of the Foundation, or, while a Director or Officer of the Foundation, is or was serving at the request of the Foundation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for and against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by that person or that person’s heirs, executors, guardians, administrators or legal representatives in connection with that action, suit, proceeding or inquiry, including appeals. Notwithstanding the foregoing, the Foundation will indemnify any person seeking indemnification in connection with an action, suit, proceeding or inquiry (or part thereof) initiated by that person only if that action, suit, proceeding or inquiry (or part thereof) was authorized by the Board of Directors.
b) The Foundation will pay expenses as incurred by any person described in subsection (a) of this Article in connection with any action, suit, proceeding or inquiry described in subsection (a) of this Article; provided, that, if these expenses are to be paid in advance of the final disposition (including appeals) of an action, suit, proceeding or inquiry, then the payment of expenses will be made only upon delivery to the Foundation of a written undertaking, by or on behalf of the person, to repay all amounts so advanced if it is ultimately determined that the person is not entitled to be indemnified under this Article or otherwise.
c) The Foundation may purchase and maintain insurance on behalf of any person described in subsection (a) of this Article against any liability asserted against that person, whether or not the Foundation would have the power to indemnify the person against that liability under the provisions of this Article or otherwise.
d) The provisions of this Article will be applicable to all actions, suits, proceedings or inquiries made or commenced after the adoption of this Article, whether arising from acts or omissions occurring before or after its adoption. The provisions of this Article will be deemed to be a contract between the Foundation and each Director or Officer who serves in such capacity at any time while this Article and the relevant provisions of the laws of the State of New York and other applicable law, if any, are in effect, and any repeal or modification of this Article will not adversely affect any right or protection of any person described in subsection (a) in respect of any act or omission occurring prior to the time of the repeal or modification.
e) If any provision of this Article will be found to be invalid or limited in application by reason of any law or regulation, that finding will not affect the validity of the remaining provisions of this Article. The rights of indemnification provided in this Article will neither be exclusive of, nor be deemed in limitation of, any rights to which any person described in subsection (a) of this Article may otherwise be entitled or permitted by contract, the Certificate of Incorporation, vote of the Board of Directors, as a matter of law, or otherwise, both as to actions in the person’s official capacity and actions in any other capacity while holding such position, it being the policy of the Foundation that indemnification of any person described in subsection (a) of this Article will be made to the fullest extent permitted by law.
f) For purposes of this Article, reference to “other enterprises” will include employee benefit plans; reference to “fines” will include any excise taxes assessed on a person with respect to an employee benefit plan; and reference to “serving at the request of the corporation” will include any service as a Director or Officer of the Foundation which imposes duties on, or involves services by, that Director or Officer with respect to an employee benefit plan, its participants, or beneficiaries.
g) The Foundation may, by vote of the Board of Directors, provide indemnification and advancement of expenses to employees and agents of the Foundation with the same scope and effect as the foregoing indemnification of and advancement of expenses to Directors and Officers.