Article I. Identification, Purpose and Members
Section 1. Name, Office and Duration.
The name of the corporation shall be the Davis Town Meeting House Society, Inc. (“Corporation”).
b. Duration; Not-for-Profit.
The Corporation shall have perpetual existence and shall be incorporated as a not-for-profit charitable corporation within and pursuant to the laws of New York State.
Section 2. Purpose of the Corporation
a. Objects of the Corporation.
The Corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, 1986, or the corresponding provision of any future federal law. Such purposes include but are not limited to:
(1) Making and promoting charitable efforts in concert with the Town of Brookhaven (“TOB”) and the TOB Department of Parks and Recreation in the restoration and continued conservancy of the Davis Town Meeting House (“Meeting House”) located in Coram, NY. The Meeting House is a publicly owned building and real property, and is a TOB designated official landmark which is included on the National Register of Historic Places.
(2) Making efforts to decrease the burden and cost of owner ship and development placed upon the TOB and to combat community deterioration, thus benefiting the residents of the TOB.
(3) Making efforts to increase knowledge of, and promote interest in, all subjects dealing with the Meeting House as it is known today; to promote and encourage historical research; to collect and preserve letters, manuscripts, maps, photographs, paintings, books, newspapers, and other documents, relics and antiquities of every kind; to discover, procure and preserve material of all kinds which illustrates Meeting House history; and to engage in kindred purposes of a lawful nature.
b. Ancillary Acts.
The Corporation shall also do and perform all and everything which may be necessary, advisable or suitable and proper to carry out the purposes of the Corporation and to exercise all implied powers and rights in connection there with which the Corporation may possess. The proceedings of all meetings referenced in these Bylaws shall be governed by Robert’s Rules of Order and shall govern where the same is not in conflict with the Bylaws. A decision to dispense with such Rules may be made by the presiding officer at a particular meeting and for any reason. However, formal minutes of the proceedings must still be taken and submitted.
c. Compliance with Applicable Law
All meetings, notices thereof, acts and procedures in the conduct of the affairs of the Corporation shall be in accordance with applicable law.
Section 3. Members.
a. Member Qualifications.
The Corporation shall have members. There are no restrictions on eligibility for membership.
b. Membership Levels and Dues.
Membership and dues/contribution levels for each level shall be as follows:
(1) Active Member: Shall be a Member who pays dues of $20.00 per year per single individual; $25.00 per family; $15.00 per year per individual for students or seniors (age 65 or higher); and $20.00 per year per senior family.
(2) Life Member: Any person who makes a one-time contribution of$100.00 or greater and shall have lifetime voting and other rights of an Active Member.
(3) Patron Member: Any person who makes a one-time contribution of $300 or more. Such Member shall also be considered to be a paid-up Life Member.
(4) Benefactor Member: Any person who makes a one-time contribution of $500.00 or more. Such Member shall also be considered to be a paid-up Life Member.
(5) Honorary Member: Any person who, in recognition or achievements or of valuable service rendered to the Corporation may be elected an Honorary Member by a two-thirds vote of the members present at any meeting. Honorary Membership may be granted on a temporary or permanent basis. Honorary Members do not have voting rights.
c. Members in Good Standing
An individual shall be determined to be a ‘member in good standing’ if his or her or family membership dues are current. Only a member in good standing shall be permitted to vote in the election of directors, trustees, officers and all other appropriate matters concerning the Corporation. Only one individual from a family membership shall be entitled to vote.
d. Meeting of Members
The Annual Meeting of the Members shall be held in the month of November of each calendar year. Other meetings of the Members shall occur as may be directed by the Board of Directors. The presence of ten (10) percent of all of the members in good standing then existing shall constitute a quorum at any meeting of the Members. The order of business to be followed at such meetings shall be:
1. Meeting called to order
2. Minutes of the last meeting by the Secretary
3. Treasurer's Report
4. Any Reports of other Officers and Committees
5. President reads correspondence to and from the Society
6. Committee Reports
7. Old or Unfinished Business
8. New business
9. Guest or Program
The order of business may be modified at any meeting by the presiding officer.
Article II. BOARD OF DIRECTORS
Section 1. Power of Board and Qualification of Directors.
The Corporation shall be managed by its Board of Directors. Each Director shall be at least twenty-one years of age.
Section 2. Number and Term of Office.
1. The Board of Directors shall consist of not less than three members, the number of Directors to be determined from time to time by resolution of the entire Board of Directors, provided that no decrease in the number of Directors shall shorten the term of any incumbent Director. As used in this Article, “entire Board of Directors” means the total number of Directors entitled to vote which the Corporation would have if there were no vacancies.
2. The Board of Directors will consist of the elected Officers of the Corporation, elected Board Members and the elected Trustees.
3. Each Director shall have one vote.
4. The President of the Corporation will serve as the de facto chairperson of the Board unless otherwise decided by a majority vote of the Board of Directors.
Section 3. Organization.
At each meeting of the Board of Directors, the President, or, in the absence of the President, the Vice President shall preside, or in the absence of either of such officers, a chairperson chosen by a majority of the Directors present shall preside. The Secretary shall act as secretary of the Board of Directors. In the event the Secretary shall be absent from any meeting of the Board of Directors, the meeting shall select its secretary for that meeting.
Section 4. Resignations and Removal of Directors.
1. Any Director of the Corporation may resign at any time by giving written notice to the President or to the Secretary. Such resignation shall take effect at the time specified therein or, if no time be specified, then on delivery.
2. Any or all of the Directors may be removed for cause by vote of the Directors provided there is a quorum of not less than a majority of the entire Board of Directors present at the meeting of Directors at which such action is taken.
Section 5. Newly Created Directorships and Vacancies.
Newly created Directorships resulting from an increase in the number of Directors and vacancies occurring in the Board of Directors for any reason shall be filled by vote of a majority of Directors then in office, regardless of their number. Directors elected to fill newly created Directorships shall hold office in accordance with their classification (if Directors are classified) and until their successors have been elected and qualified. Directors elected to fill vacancies
shall serve until the next annual meeting at which the election of Directors is in the regular order of business and until their successors are elected and have qualified.
Section 6. Action by the Board of Directors.
1. Except as otherwise provided by law or in these bylaws, the act of the Board of Directors means action at a meeting of the Board by vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time.
2. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.
3. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or internet or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 7. Place of Meeting.
The Board of Directors may hold its meetings at the principal office of the Corporation, or at such place or places within or without the State of New York as the Board of Directors may from time to time by resolution determine.
Section 8. Annual Meetings.
As soon as practical after each annual election of Directors by the ‘members in good standing’ (Members) at the Annual Meeting of the Members as provided for above, the Board of Directors shall meet for the purpose of organization and the transaction of other business. Notice of such meeting need not be given. The first such meeting may be held at any other time; and if it is held at another time, notice shall be given as hereinafter provided for special meetings of the Board of Directors.
Section 9. Regular Meetings.
Regular meetings of the Directors shall be held quarterly and at such locations and times as may be fixed from time to time by resolution of the Board of Directors.
Section 10. Special Meetings.
Special meetings of the Board of Directors shall be held whenever called by the President, or by any three (3) Directors. Notice shall be given orally, by telefax, by mail or by electronic mail and shall state the purposes, time and place of the meeting. If notice is given orally, in person or by telephone, it shall be given not less than one day before the meeting; if it is given by telefax, by mail or by electronic mail it shall be given not less than three days before the meeting.
Section 11. Waivers of Notice.
Notice of a meeting need not be given to any Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.
Section 12. Quorum.
1. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business.
2. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place without notice to any Director.
Section 13. Compensation.
Directors shall receive no compensation for their services, but may be reimbursed for their pre-approved expenses reasonably incurred by them in the performance of their duties.
Section 14. Annual Report.
The Board of Directors shall present at the Annual Meeting a report certified by the President and Treasurer or by a committee appointed by the Board of Directors or by a firm of independent public accountants selected by the Board, showing in appropriate detail the following:
1. The assets and liabilities, including the trust funds, of the Corporation as of the end of the twelve-month fiscal period terminating not more than six months prior to said meeting.
2. The principal changes in assets and liabilities, including trust funds, during said fiscal period.
3. The revenue or receipts of the Corporation both unrestricted and restricted to particular purposes during said fiscal period.
4. The expenses or disbursements of the Corporation for both general and restricted purposes, during said fiscal period.
The report shall also include reference to all actions and occurrences of significance that have transpired since the last Annual Meeting.
This report shall be filed with the records of this Corporation and a copy thereof entered in the minutes of the proceedings of the Annual Meeting.
Article III. COMMITTEES
Section 1. Nominating Committee.
There shall be a Nominating Committee consisting of at least three (3) and not more than eight (8) Directors, who shall be elected by a plurality of the votes cast by the Members in Good Standing of the Corporation at each Annual Meeting and shall serve until the next Annual Meeting. The Nominating Committee shall canvas current office holders, members in good standing, and other interested parties to determine candidates, vet the candidates, and present the slate of nominees for open elected positions to the Board of Directors two months prior to the next Annual Meeting of the Members. The Board of Directors will then present the slate to the membership via general mail or electronic mail for election purposes; the results of which will be determined by the Trustees at the Annual Meeting.
Section 2. Executive Committee and Other Standing Committees.
The Board of Directors, by resolution adopted by a majority of the entire Board, may designate an Executive Committee consisting of not less than the elected officers of the Corporation. If so designated, the Executive Committee shall have all the authority of the Board, except that no such committee shall have authority as to the following matters:
1. The filling of vacancies in the Board or in any committee.
2. The fixing of compensation of the Directors for serving on the Board or on any committee.
3. The amendment or repeal of the bylaws, or the adoption of new bylaws.
4. The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable. Any reference in these bylaws to the Board of Directors shall include the Executive Committee unless the context or express provision otherwise indicates.
Meetings of the Executive Committee (if formed) shall be held as directed by the President.
The standing committees will be created and dissolved by the Board of Directors and shall have such authority as the Board shall by resolution provide; and are subject to modification of scope and membership by the Board of Directors. The standing committees are initially set as:
2. Membership Development
3. Historical Integrity
4. Town Liaison
6. Public Relations
Section 3. Special Committees.
The Board of Directors may designate special committees, each of which shall consist of such persons and shall have such authority as is provided in the resolution designating the committee, except that such authority shall not exceed the authority conferred on the Executive Committee by Section 2 of this Article III.
Section 4. Meetings.
Meetings of committees, of which no notice shall be necessary, shall be held at such time and place as shall be fixed by the President of the corporation or the chairman of the committee or by vote of a majority of all of the members of the committee.
Section 5. Quorum and Manner of Acting. Unless otherwise provided by resolution of the Board of Directors, a majority of all of the members of a committee shall constitute a quorum for the transaction of business and the vote of a majority of all of the members of the committee shall be the act of the committee. The procedures and manner of acting of the Executive Committee and of the committees of the Board shall be subject at all times to the directions of the Board of Directors.
Section 6. Tenure of Members of Committees of the Board.
Each committee of the Board and every member thereof shall serve at the pleasure of the Board.
Section 7. Alternate Members.
The Board of Directors may designate one or more Directors as alternate members of the designated Executive Committee or of any standing committee of the Board, who may replace any absent member or members at any meeting of such committee.
Article IV. OFFICERS, TRUSTEES, AND BOARD MEMBERS
Section 1. Number and Compensation.
The officers of the Corporation shall be a President, Vice President, Treasurer, and Secretary, and/or such other officers as the Board of Directors may in its discretion determine. Any two or more offices may be held by the same person, except the offices of President and Secretary. Trustee positions and general Board Member positions may be created at the discretion of the Board of Directors. Officers, Trustees and Board Members shall receive no compensation for their services, but may be reimbursed for the pre-approved expenses reasonably incurred by them in the performance of their duties.
Section 2. Term of Office, Qualifications and Schedule of Elections.
Those officers, Trustees and Board Members whose titles are specifically mentioned in Section 1 of this Article IV shall be elected by a majority of the Members in Good Standing at the Corporation’s Annual Meeting from the slate previously submitted to the Members by the Board of Directors as received from the Nominating Committee. The terms of office for the officers will be set at two (2) years. The term of office for the Trustees, if created, is one at two (2) years and one at three years (3). The term of office for the general Board Members, if created, will be one (1) year. There shall be a limit of two consecutive terms for all elected officer, Trustee and Board Member positions. This will not preclude their being elected to other positions or from being elected to a previous held position after a one term break in service. The Schedule of Elections is as follows: President and Treasurer will be elected in odd years while the Vice President, Secretary, and Sergeant-At-Arms will be elected in even years. The remaining Officers and Trustees, if created, will be elected as determined at the point of position creation by the Board. General Board Members, if created, will be elected annually.
Section 3. Additional Officers.
Additional officers may be elected for such period, have such authority and perform such duties, either in an administrative or subordinate capacity, as the Board of Directors may from time to time determine.
Section 4. Removal of Officers.
Any officer may be removed by a 2/3 vote of the Board of Directors with or without cause at any time.
Section 5. Resignation.
Any officer may resign at any time by giving written notice to the Board of Directors, or to the President or to the Secretary. Any such resignation shall take effect at the time specified therein, or, if no time be specified, then upon delivery.
Section 6. Vacancies.
A vacancy in any office shall be filled by the Board of Directors. The vacancy shall be filled for the duration of the current term of the vacated position.
Section 7. Duties of President.
The President shall preside at all meetings of the Board of Directors at which the President is present. The President shall act as the chief executive officer of the Corporation and shall supervise generally the management of the affairs of the Corporation subject only to the supervision of the Board. The President shall also perform such other duties as may be assigned from time to time by the Board. The officer will have a single vote on the Board of Directors.
Section 8. Duties of Vice President.
In the absence or incapacity to act of the President, or if the office of President be vacant, the Vice President or, if there be more than one Vice President, the Vice Presidents in order of seniority as determined by the Board of Directors, shall preside at all meetings of the Board of Directors, and shall perform the duties and exercise the powers of the President, subject to the right of the Board from time to time to extend or confine such powers and duties or to assign them to others. Each Vice President shall have such powers and shall perform such other duties as may be assigned by the Board of Directors or the President. The officer will have a single vote on the Board of Directors.
Section 9. Duties of Treasurer.
The Treasurer shall, if required by the Board of Directors, obtain a bond for the faithful discharge of his duties, in such sum and with such sureties as the Board of Directors shall require. The Treasurer shall keep and maintain the books of account and shall have charge and custody of, and be responsible for, all funds and securities of the Corporation, and shall deposit all such funds in the name of and to the credit of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. The Treasurer shall also perform all other duties customarily incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors. The officer will have a single vote on the Board of Directors.
Section 10. Duties of Secretary.
It shall be the duty of the Secretary to act as secretary of all meetings of the Board of Directors, and to keep the minutes of all such meetings in a proper book or books to be provided for that purpose; the Secretary shall see that all notices required to be given by the Corporation are duly given and served; the Secretary shall keep a current list of the Corporation’s Directors and officers and their residence addresses; the Secretary shall be custodian of the seal of the Corporation and shall affix the seal, or cause it to be affixed, to all agreements, documents and other papers requiring the same. The Secretary shall have custody of the minute book containing the minutes of all meetings of Directors, the Executive Committee, and any other committees which may keep minutes, and of all other contracts and documents which are not in the custody of the Treasurer of the Corporation, or in the custody of some other person authorized by the Board of Directors to have such custody. The Secretary shall also perform all other duties customarily incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors. The officer will have a single vote on the Board of Directors.
Section 11. Duties of Historian.
The Society Historian shall be responsible for maintaining the period historical integrity of the design and furnishings for the Davis Town Meeting House while working directly with the Town of Brookhaven Historian and the Board of Directors. The Society Historian shall be responsible for the care and superintendence of all furnishings and related items at the Davis Town Meeting House owned by or on loan to the Town of Brookhaven including the maintenance of an inventory record. The Society Historian shall make recommendations to the Board of Directors to acquire or delete any such items from the inventory and shall give an Annual Report at the Annual Meeting. The Board of Directors shall designate the use of all rooms in all buildings under the supervision/custodianship of the Society. The Society Historian shall record pertinent events occurring in the Davis Town Meeting House area. This should include publications, news items, photos and occurrences in the area. The Society Historian shall gather in publications, news items, photos and changes in the area to reflect business development and the like. Pictures should be taken to preserve what the area is now, so as it changes, the Davis Town Meeting House will continue to be recorded for posterity. The officer will have a single vote on the Board of Directors.
Section 12. Duties of Sergeant-At-Arms
It shall be the duty of the Sergeant-At-Arms to direct members and guests to indicate their presence in writing at all regular and special meetings of the Society. In addition, the Sergeant shall greet and welcome all invited speakers. The Sergeant-At-Arms shall maintain order and, at the President’s direction, escort a member or guest who is out of order from the meeting. The officer will have a single vote on the Board of Directors.
Section 13. Duties of Trustee
The Trustees shall record all items/possessions either owned by the Society or on permanent or temporary loan to the Society. Said items shall be recorded in a ledger including all information and/or description deemed necessary by the Board of Directors. A photo of each item shall be stored in a separate file. The Trustees shall give a report of accountability to the Board of Directors each Fiscal Quarter. Additionally, the Trustee is to serve on the Board of Directors in the overall management of the Corporation. Each Trustee will have a single vote on the Board of Directors.
Section 14. Duties of Board Member
The general Board Member will participate on the Board of Directors in the management of the Corporation and perform such other duties as from time to time may be assigned by the Board of
Directors. One Board Member, upon the approval of the Board of Directors, will be an annual volunteer from the Coram Civic Association Executive Board in an effort to maintain a synergy of effort and purpose between the two organizations. Each Board Member will have a single vote on the Board of Directors.
Section 15. Appointed Officers
The Board of Directors may delegate to any officer or committee the power to appoint and to remove any subordinate officer, agent or employee.
Section 16. Assignment and Transfer of Stocks, Bonds and Securities
The President, the Vice Presidents, the Treasurer, the Secretary, and each of them, shall have power to assign, or to endorse for transfer, under the corporate seal, and to deliver, any stock, bonds, subscription rights, or other securities, or any beneficial interest therein, held or owned by the Corporation.
Article V. CONTRACTS, CHECKS, DRAFTS AND BANK ACCOUNTS
Section 1. Execution of Contracts.
The Board of Directors, except as in these bylaws otherwise provided, may authorize any officer or officers, agent or agents, in the name of and on behalf of the Corporation to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances, but, unless so authorized by the Board of Directors, or expressly authorized by these bylaws, no officers, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily in any amount for any purpose.
Section 2. Loans.
No loans shall be contracted on behalf of the Corporation, unless specifically authorized by the Board of Directors.
Section 3. Checks, Drafts, etc.
All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation, shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 5. Grants and Contributions.
1. The making of grants and contributions and otherwise rendering financial assistance for the purposes expressed in the charter of incorporation shall be within the exclusive power of the Board.
2. In furtherance of the Corporation’s purposes, the Board shall have the power to receive or make grants to any organization organized and operated exclusively for charitable, educational or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The Board shall review all request for funds from other organizations, shall require that such requests specify the use to which the funds will be put, and if the Board approves the request, the Board shall authorize payment of such funds to the approved grantee. The Board shall require that the grantees furnish a periodic accounting to show that the funds were expended for the purposes which were approved by the Board. The Board may, in its absolute discretion, refuse to make anygrants or contributions or otherwise render financial assistance to or for any or all the purposes for which funds are requested.
3. After the Board has approved a grant to another organization for a specific project or purposes, the corporation may solicit funds for the grant to the specifically approved project or purpose of the organization. The Board shall at all times have the right to withdraw approval of the grant and use the funds for other charitable, educational or scientific purposes.
Article VI. INDEMNIFICATION AND INSURANCE
Section 1. Indemnification of Officers, Trustees and Board Members.
To the full extent authorized by law, the Corporation shall indemnify any person, made or threatened to be made, a party in any action or proceeding, whether civil or criminal, by reason of the fact that the person, his or her testator or intestate, is or was a Director, Trustee, Board Member or officer of the Corporation or served in any capacity at the request of the Corporation any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The foregoing shall not obligate the Corporation to purchase liability insurance for the Directors, Trustees, Board members and Officers, but should applicable law permit the Corporation may purchase such insurance if authorized and approved by the Board of Directors.
Article VII. CONFLICTS OF INTEREST
Section 1. Definition of Conflicts of Interest.
A conflict of interest will be deemed to exist whenever an individual is in the position to approve or influence Corporation policies or actions which involve or could ultimately harm or benefit financially: (a) the individual; (b) any member of his immediate family (spouse, parents, children, brothers or sisters, and spouses of these individuals); or (c) any organization in which he or an immediate family member is a Trustee, trustee, officer, member, partner or more than 10% shareholder. Service on the board of another not-for-profit corporation does not constitute a conflict of interest.
Section 2. Disclosure of Conflicts of Interest.
A Director, Trustee, Board Member or officer shall disclose a conflict of interest: (a) prior to voting on or otherwise discharging his duties with respect to any matter involving the conflict which comes before the Board or any committee; (b) prior to entering into any contract or transaction involving the conflict; (c) as soon as possible after the Director, Trustee, Board Member or officer learns of the conflict; and (d) on the annual conflict of interest disclosure form. The Secretary of the Corporation shall distribute annually to all Directors, Trustees, Board Member and officers, a form soliciting the disclosure of all conflicts of interest, including specific information concerning the terms of any contract or transaction with the Corporation and whether the process for approval set forth in Section 3 of this Article VIII was used.
Section 3. Approval of Contracts and Transactions Involving Potential Conflicts of Interest.
A Director, Trustee, Board Member or officer who has or learns about a potential conflict of interest should disclose promptly to the Secretary of the Corporation the material facts surrounding any actual or potential conflict of interest, including specific information concerning the terms of any contract or transaction with the Corporation. All effort should be made to disclose any such contract or transaction and have it approved by the Board before the arrangement is entered into.
Following receipt of information concerning a contract or transaction involving a potential conflict of interest, the Board shall consider the material facts concerning the proposed contract or transaction including the process by which the decision was made to recommend entering into the arrangement on the terms proposed. The Board shall approve only those contracts or transactions in which the terms are fair and reasonable to the Corporation and the arrangements are consistent with the best interests of the Corporation. Fairness includes, but is not limited to, the concepts that the Corporation should pay no more than fair market value for any goods or services which the Corporation receives and that the Corporation should receive fair market value consideration for any goods or services that it furnishes others. The Board shall set forth the basis for its decision with respect to approval of contracts or transactions involving conflicts of interest in the minutes of the meeting at which the decision is made, including the basis for determining that the consideration to be paid is fair to the Corporation.
Section 4. Validity of Actions.
No contract or other transaction between the Corporation and one or more of its Directors, Trustees, Board Member or officers, or between the Corporation and any other corporation, firm, association or other entity in which one or more of its officers are Directors, Trustees, Board Member or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such Director or Directors or Trustee or Trustees, Board Member or Board Members or officer or officers are present at the meeting of the Board of Directors, or of a committee thereof, which authorizes such contract or transaction, or that his or their votes are counted for such purpose, if the material facts as to such Director’s, Trustee’s, Board Member’s or officer’s interest in such contract or transaction and as to any such common Directorship, Trusteeship, Board Membership, officership or financial interest are disclosed in good faith or known to the Board or committee, and the Board or committee authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interested Director, Trustee or officer. Common or interested Directors, Trustees, Board Members or officers may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee which authorizes such contract or transaction. At the time of the discussion and decision concerning the authorization of such contract or transaction, the interested Director, Trustee, Board Member or officer should not be present at the meeting.
Section 5. Employee Conflicts of Interest.
An employee of the Corporation with a potential conflict of interest in a particular matter shall promptly and fully disclose the potential conflict to his supervisor. The employee shall thereafter refrain from participating in deliberations and discussion, as well as any decisions, relating to the matter and follow the direction of the supervisor as to how the Corporation decisions which are the subject of the conflict will be determined. The Chairman shall be responsible for determining the proper way for the Corporation to handle Corporation decisions which involve unresolved employee conflicts of interest. In making such determinations, the Chairman of the Board may consult with legal counsel.
The Chairman shall report to the Board at least annually concerning employee conflicts of interest which have been disclosed and contracts and transactions involving employee conflicts which the Chairman has approved.
In lieu of an elected or appointed Chairman of the Board, the President of the Corporation will perform those responsibilities.
Article VIII. GENERAL
Section 1. Office.
The office of the Corporation shall be at such place in Coram in the Town Of Brookhaven and in the County of Suffolk in the State of New York, as the Board of Directors may determine.
Section 2. Books and Records.
There shall be kept at the office of the Corporation: (1) correct and complete books and records of account, (2) minutes of the proceedings of the Board of Directors and the Executive Committee, (3) a current list of the Directors and officers of the Corporation and their residence addresses, (4) a copy of these bylaws, (5) a copy of the Corporation’s application for recognition of exemption with the Internal Revenue Service, and (6) copies of the past three years’ information returns to the Internal Revenue Service.
Section 3. Seal.
The corporate seal shall be in the form of a circle and shall have inscribed thereon the following: the name of the corporation and the year in which it was incorporated as a New York Not-for-Profit Corporation.
Section 4. Interested Directors, Trustees, Board Members and Officers.
No contract or other transaction between the Corporation and one or more of its Directors, Trustees, Board Members or officers, or between the Corporation and any other corporation, firm, association or other entity in which one or more of its Directors, Trustees, Board Members or officers are Directors, Trustees, Board Members or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such Director or Directors, Trustee or Trustees, Board Member or Board Members, officer or officers are present at the meeting of the Board of Directors, or of a committee thereof, which authorizes such contract or transaction, or that his or their votes are counted for such purpose, if the material facts as to such Director’s, Trustee’s, Board Member’s or officer’s interest in such contract or transaction and as to any such common Directorship, Trusteeship, Board Membership or officership or financial interest are disclosed in good faith or known to the Board or committee, and the Board or committee authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interested Trustee or officers.
Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee which authorizes such contract or transaction.
Section 5. Compliance with Tax Exempt Status
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 6. Loans to Directors,Trustees, Board Members and Officers.
No loans shall be made by the Corporation to its Directors, Trustees, Board Members or officers, or to any other corporation, firm, association or other entity in which one or more of its Directors, Trustees, Board Members or officers are Directors, Trustees, Board Members or officers or hold a substantial financial interest except as allowed by law.
Section 7. Fiscal Year.
The fiscal year of the Corporation shall commence on January 1 of each calendar year and end on December 31 thereof.
Article IX. AMENDMENTS
Section 1. Amendments.
The Bylaws of the Corporation may be amended or repealed by the Board of Directors.
The Davis Town Meeting House Society is a NYS non-profit corporation recognized by the IRS as a 501(c)(3) charitable organization.