BY Laws
Comp4Kids of NY, Inc.
ARTICLE I - NAME, PURPOSE
Section 1.1: The name of the organization shall be Comp4Kids of NY, Inc., hereinafter
referred to as the “corporation”. The website of the corporation is www.comp4kids.org.
Section 1.2:
Registered Office and Registered Agent. The registered office of the
corporation shall be located at
Section 1.3: Other Offices. The corporation may have other offices
within or outside the State of
Section 1.4: The corporation is organized exclusively for
charitable, scientific and educational purposes, more specifically to collect,
refurbish and distribute Computer Equipment (Free of Charge) to needy families
who do not currently own a computer
ARTICLE II - MEETINGS
Section 2.1: Annual Meeting. Regular meetings of the Board of Directors
may be held at the registered office of the corporation or at such other place
or places as the Board of Directors may from time to time designate. The annual
meeting shall be held without notice at the registered office of the
corporation, at
Section 2.2: Special Meetings. Special meetings of the Board of
Directors may be called at any time by the President or upon written request by
any two directors. Such meetings shall be held at the registered office of the
corporation or at such other place or places as the directors may from time to
time designate.
Section 2.3: Notice. Notice of each meeting shall be
given to each voting member not less than ten days before the meeting.
ARTICLE III - BOARD OF DIRECTORS
Section 3.1: Board Role, Size, and Compensation. The Board is
responsible for overall policy and direction of the Corporation, and delegates responsibility for day-to-day operations to the
officers and committees. The Board shall have up to 10 and not fewer than 3
members. The board receives no compensation other than reasonable expenses. The
Board shall have a chair and a vice-chair.
Section 3.2 Board
Elections. Election of new directors or election of current directors to a
second term will occur as the first item of business at the annual meeting of
the corporation. Directors will be elected by a majority vote of the current
directors.
Section 3.3: Terms. All Board members shall serve 3 year terms, but are
eligible for re-election.
Section 3.4 :
Quorum. A quorum must be attended by at least 50 percent of the Board members
before business can be transacted or motions made or passed.
Section 3.5: Notice. An official Board meeting requires that each Board
member have notice two weeks in advance.
Section 3.6: Vacancies. When a vacancy on the Board exists, the
Secretary may receive nominations for new members from present Board members
two weeks in advance of a Board meeting. These nominations shall be sent out to
Board members with the regular Board meeting announcement, to be voted upon at
the next Board meeting. These vacancies will be filled only to the end of the
particular Board member's term.
Section 3.7: Resignation, Termination and Absences. Resignation from the
Board must be in writing and received by the Chair. A Board member shall be
dropped for excess absences from the Board if s/he has three unexcused absences
from Board meetings in a year. A Board member may be removed for other reasons
by a three-fourth vote of the remaining directors.
ARTICLE IV:
OFFICER
The Board shall elect Officers to run the corporation as
follows
The President. The President
shall preside at all meetings of the Board of Directors, shall have general
supervision of the affairs of the corporation, and shall perform such other
duties as are incident to the office or are properly required of the President
by the Board of Directors.
Vice President During the absence or disability of the President, the
Vice Presidents shall exercise all the functions of the President. Each Vice
President shall have such powers and discharge such duties as may be assigned
to him or her from time to time by the Board of Directors.
Secretary. The Secretary shall issue
notices for all meetings, and shall make such reports and perform such other
duties as are incident to the office, or are properly required by the Board of
Directors.
The Treasurer. The
Treasurer shall have the custody of all monies and securities of the
corporation and shall keep regular books of account. The Treasurer shall
disburse the funds of the corporation in payment of the just demands against
the corporation or as may be ordered by the Board of Directors (taking proper
vouchers for such disbursements) and shall render to the Board of Directors
from time to time as may be required, an account of all transactions undertaken
as Treasurer and of the financial condition of the corporation. The Treasurer
shall perform such other duties as are incident to the office or are properly
required by the Board of Directors.
ARTICLE V - COMMITTEES
Section 5.1: The Board may create committees as needed. The Board Chair
appoints all committee chairs.
Section 5.2: The Chair, President and Vice President serve as the members of the Executive
Committee. Except for the power to amend the Articles of Incorporation and
Bylaws, the Executive Committee shall have all of the powers and authority of
the Board of Directors in the intervals between meetings of the Board of
Directors, subject to the direction and control of the Board of Directors.
Section 3: Finance Committee. The Treasurer is chair of the Finance
Committee. The Finance Committee is responsible for developing and reviewing
fiscal procedures, a fundraising plan, and annual budget with staff and other
Board members. The Board must approve the budget, and all expenditures must be
within the budget. The Board or the Executive Committee must approve any major
change in the budget. The fiscal year shall be the calendar year. Annual
reports are required to be submitted to the Board showing income, expenditures
and pending income. The financial records of the organization are public
information and shall be made available to public.
The monies of the corporation shall be deposited in the name of the
corporation in such bank or banks or trust company or trust companies as the
Board of Directors shall designate, and shall be drawn from such accounts only
by check or other order for payment of money signed by such persons, and in
such manner, as may be determined by resolution of the Board of Directors.
The corporation shall indemnify its officers, directors, employees and
agents to the greatest extent permitted by law. The corporation shall have
power to purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee, or agent of the corporation or who is or was
serving at the request of the corporation as an officer, employee, or agent of
another corporation, partnership, joint venture, trust, other enterprise, or
employee benefit plan, against any liability asserted against such person and
incurred by such person in any such capacity or arising out of any status as
such, whether or not the corporation would have the power to indemnify such
person against such liability under the provisions of this Article.
9.1 Definitions. For purposes of this Article:
A. "Conflicting interest" means the interest a director has
respecting a transaction effected or proposed to be effected by the corporation
or any other entity in which the corporation has a controlling interest if:
(1) The director knows at the time the corporation
takes action that the director or a related person is a party to the
transaction or has a significant beneficial financial interest in or so closely
linked to the transaction that a reasonable person would expect the interest to
influence the director's judgment if the director were called upon to vote on
the transaction; or
(2) The transaction is brought before the Board
for action, and the director knows at the time the Board reviews the
transaction that any of the following persons is either a party to the
transaction or has a significant beneficial financial interest in or so closely
linked to the transaction that a reasonable person would expect the interest to
influence the director's judgment if the director were called upon to vote on
the transaction:
a) An entity of which the director is a director,
general partner, agent or employee;
b) An entity that controls, is controlled by, or
is under common control with one or more of the entities specified in (a); or
c) An individual who is a general partner,
principal, or employer of the director.
B. "Director's conflicting interest transaction" means a
transaction effected or proposed to be effected by the corporation or any other
entity in which the corporation has a controlling interest respecting which a
director of the corporation has a conflicting interest.
C. "Qualified
director" means any director who does not have either:
(1) A conflicting interest respecting the
transaction; or
(2) A familial, financial, professional, or
employment relationship with a second director who does have a conflicting
interest respecting the transaction, which relationship would, in the
circumstances, reasonably be expected to exert an influence on the first
director's judgment when voting on the transaction.
D. "Related person" of a director means:
(1) A child, grandchild, sibling, parent, or
spouse of, or an individual occupying the same household as, the director, or a
trust or estate of which any of the above individuals is a substantial
beneficiary; or
(2) A trust, estate, or minor of which the
director is a fiduciary.
E. "Required disclosure" means disclosure by the director who has
a conflicting interest of:
(1) The existence and nature of the director's
conflicting interest; and
(2) All facts known to the director respecting the
subject matter of the transaction that an ordinarily prudent person would
reasonably believe to be material to a judgment about whether or not to proceed
with the transaction.
9.2 Directors' Action.
A. Majority Vote. Directors' action respecting a director's conflicting
interest transaction is effective if the transaction received the affirmative
vote of a majority of (but no fewer than two) qualified directors who voted on
the transaction after either required disclosure to them or compliance with Paragraph
(b) below.
B. Director's Disclosure. If a director has a conflicting interest
respecting a transaction, but neither the director nor a related person of the
director is a party to the transaction, and if the director has a duty under
law or professional canon, or a duty of confidentiality to another person,
which would prevent that director from making the disclosure described in
Paragraph 9.1(e), then disclosure is sufficient if the director:
(1) Discloses to the directors voting on the
transaction the existence and nature of the director's conflicting interest and
informs them of the character and limitations imposed by that duty before their
vote on the transaction; and
(2) Plays no part, directly or indirectly in their
deliberations or vote.
C. Quorum. A majority (but no fewer than two) of the qualified directors
constitutes a quorum for purposes of action that comply with this Article.
Directors' action that otherwise complies with this Article is not affected by
the presence or vote of a director who is not a qualified director.
The corporation shall keep correct and complete books and records of account
and shall keep minutes of the proceedings of its Board of Directors; and shall
keep at its registered office or principal place of business a record of its
directors, giving the names and addresses of all directors.
The Board of Directors shall have power to make, alter, amend, and repeal
the Bylaws of this corporation; provided, that the Board will not approve any
such alteration, amendment, or repeal that would adversely impact the rights of
any class of directors unless such alteration, amendment, or repeal shall first
have received the approval of two-thirds (2/3) of the directors of such class.
Adopted by resolution of the corporation's Board of Directors on
__________________________
Dorothy Christofides
Secretary