Bylaws

In the interest of transparency, Grantmakers in the Arts is sharing our bylaws. We welcome our members’ recommended changes to any of our bylaws for consideration by our board of directors. The GIA board and team may integrate proposed changes into our bylaws, may decide that a recommended change to our bylaws is better realized as a change to our policies or practices and, in some instances, simply not embrace a proposed change.

Please recommend changes to our bylaws in the text input box at the bottom of this page. In doing so, please reference the article and section to which you’re proposing changes.

AMENDED AND RESTATED BYLAWS OF GRANTMAKERS IN THE ARTS, INC. as of July 1, 2022

ARTICLE I

MEMBERS

Section 1. Membership. Grantmakers in the Arts, Inc. (the “Corporation”) is a membership corporation pursuant to New York Not-for-Profit Corporation Law (“N-PCL”) section 601. Membership in the Corporation shall be open to organizations and individuals who support the purposes of the Corporation as set forth in its Certificate of Incorporation and who comply with such membership policies, including the assessment of membership fees, as the Board of Directors of the Corporation (the “Board”) may from time to time adopt by resolution of the Board (each, a “Member” and, collectively, the “Membership”). The Corporation’s Membership shall be determined as of seven (7) business days before the annual meeting of the Members (the “Annual Meeting of the Members”) and the term of Membership for all Members shall be one (1) year as fixed by resolution of the Board. The Board shall determine from time to time the amount, if any, of the Membership fee payable to the Corporation by all Members.

Section 2. Classes of Membership. There shall be three (3) classes of Membership: (a) Organizational Members, (b) National Partner Members and (c) Individual Members.

Organizational Members. Any private foundation, private operating foundation, community foundation, corporate foundation or corporation that makes grants in arts and culture; any independent nonprofit corporation whose primary activity is grantmaking in arts and culture; or any public sector arts and culture funder – including federal, state, county, and local arts agencies – is eligible to become an Organizational Member upon application to the Corporation, approval based on Board policy and payment of the membership fee required for Organizational Members. An Organizational Membership shall be in the name of the particular organization only and shall not be transferable. Representatives from Organizational Members shall be eligible for nomination and election to the Board.
National Partner Members. Any national arts association representing a constituency relevant to the Corporation and its members is eligible to become a National Partner Member upon application, approval based on Board policy to the corporation and payment of the membership fee required for National Partner Members. A National Partner Membership shall be in the name of the particular organization only and shall not be transferable. Representatives from National Partner Members shall be eligible for nomination and election to the Board.
Individual Membership. Any individual who donates through an organization that qualifies for Organizational Membership or any individual staff member or trustee of organizations that qualify for Organizational Membership, but which have policies that prevent Organizational Membership to the corporation, are eligible to become an Individual Member upon application to the Corporation, approval based on Board policy and payment of the membership fee required for Individual Members. An Individual Membership shall be in the particular Individual Member’s name only and shall not be transferable. Individual Members are not able to vote at the annual meeting.

Section 3. Meetings.

Annual Meeting. The Annual Meeting of the Members for the election of the Directors and for the transaction of such other business as may come before the Members, including the delivery of a financial statement shall be held each year at the place (which may be either within or outside the State of New York), time and date, in the month of October, as may be fixed by the Board, or under these Bylaws. At each Annual Meeting of the Members, the Organizational Members may transact such business as may properly come before the meeting.
Special Meetings. Special Meetings shall be held whenever called by resolution of the Board, the Chair of the Board, the Secretary of the Corporation, or by a written demand to the Secretary of ten (10) percent of the Members eligible to vote. The Secretary shall promptly give notice, upon receiving the written demand or resolution, as provided below. The meeting shall take place not less than two (2) nor more than three (3) months from the date of the demand. If the Secretary fails to give notice within five (5) business days thereafter, any member signing such demand may give such notice.
The Board may appoint one or more inspectors to act at any meeting or adjournment thereof.

Section 4. List or Record of Members at Meetings. A list or record of Members entitled to vote, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting of Members, provided that a Member has given written notice to the Corporation of intent to request such a list at least ten (10) days prior to such meeting.

Section 5. Notice of Meetings. Written notice of the place, date, and hour of any meeting shall be given to each Member entitled to vote at such meeting by mailing the notice by first class mail, postage prepaid, personal delivery, fax or email not less than ten (10) nor more than fifty (50) days before the date of the meeting. If such notice is mailed by any other class of mail other than first class mail, it shall be given between thirty (30) and sixty (60) days before such meeting. Notice of special meetings shall indicate the purpose or purposes for which they are called and the person or persons calling the meeting.

Section 6. Waivers of Notice. Notice of any meeting need not be given to any Member who submits a waiver of notice, in person or by proxy, whether before or after the meeting. Waivers of notice may be written or electronic. If written, the waiver must be signed by the Member (or Member’s authorized officer, director, employee, or agent). If electronic, the waiver must set forth, or be transmitted with, information from which it can reasonably be determined that sending the waiver was authorized by the Member. A Member’s attendance at a meeting, in person or by proxy, shall constitute a waiver or notice by him or her, if such Member does not protest lack of notice prior to the conclusion of such meeting.

Section 7. Quorum, Adjournments of Meetings. At all meetings of the Members, a quorum for the transaction of business shall be ten percent (10%) of the Members eligible to vote (or one hundred (100) Members eligible to vote, whichever is less), present in person or by proxy. In the absence of a quorum, the Members present in person shall adjourn the meeting from that time until a quorum is present. Notice of the new meeting is not required if the time and place for the new meeting is announced at the meeting at which the adjournment is taken, and at the new meeting any business may be transacted which might have been transacted at the meeting as originally called.

Section 8. Organization. The Chair shall preside at all meetings of the Members or, in the absence of the Chair, an acting Chair shall be chosen by the Members present. The Secretary of the Corporation shall act as Secretary at all meetings of the Members, but in the absence of the Secretary, the presiding Member may appoint any person to act as Secretary of the meeting.

Section 9. Voting. At any meeting of the Members, each Organizational Member and each National Partner Member present, in person or by proxy, shall be entitled to one vote. Individual Members shall not be entitled to vote. For the election of Directors, the vote will require a plurality of the class. For all other Corporation actions, a majority of the votes per class cast is required. Upon demand of any Member, any vote for Directors or upon any question before the meeting shall be by ballot. A list of Members entitled to vote shall be set not more than fifty (50) nor less than ten (10) days before the date of the meeting. Such list shall be produced at any meeting of the Members upon written request provided at least ten (10) days before the meeting. The Corporation may request that its Members vote via an online form distributed to its Members by email prior to each meeting.

Section 10. Proxies. Every member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize another voting Member or Director to act for such member by proxy. Every proxy must be in writing and signed by the Member or the Member’s duly authorized officer, director, employee or agent (corporate member), or by email and set forth information from which it can be reasonably determined that the proxy was authorized by that member. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable by the Member executing it. For the purposes of conducting meetings, all proxies shall be delivered to the Secretary or, upon the absence of the Secretary, the presiding Member appointed to act as secretary of the meeting.

Section 11. Proxies. Every member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize another voting Member or Director to act for such member by proxy. Every proxy must be in writing and signed by the Member or the Member’s duly authorized officer, director, employee or agent (corporate member), or by email and set forth information from which it can be reasonably determined that the proxy was authorized by that member. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable by the Member executing it. For the purposes of conducting meetings, all proxies shall be delivered to the Secretary or, upon the absence of the Secretary, the presiding Member appointed to act as secretary of the meeting.

Section 12. Adoption and Amendment of the Bylaws. The Board shall call for a Special Meeting of the Members to adopt the bylaws (or the bylaws may be adopted at the Annual Meeting of the Members). The proposed bylaws are to be circulated to the Members no later than 10 days prior to the Annual Meeting or Special Meeting of the Members to adopt the bylaws. A majority of the votes cast at the Annual Meeting or the Special Meeting of the Members to adopt the bylaws shall be the act of the Members. In the alternative, the Board is authorized to amend the bylaws.

Section 13. Special Actions Requiring Vote of Members. The following corporate actions may not be taken without approval of a certain number of the Members:

a plurality of the votes cast at a meeting of the Members is required for the election of the Directors of the Corporation;
two-thirds (2/3) of the votes cast at a meeting of the Members is required for (1] an amendment that adds, changes, or strikes out a provision of the Certificate of Incorporation or these Bylaws that specifies a greater requirement as to what constitutes a quorum or the votes of Members or (2) a petition for judicial dissolution of the Corporation;
two-thirds (2/3) of the votes cast at a meeting of the Members is required for (1) disposing of all, or substantially all, of the assets of the Corporation, (2) approval of a plan of merger, (3) authorization of a plan of non-judicial dissolution, or (4) revocation of a voluntary dissolution proceeding, provided, however, that the affirmative votes cast in favor of any action described in this subsection (c) shall be at least equal to the minimum number of votes necessary to constitute a quorum. Blank votes or abstentions shall not be counted in the number of votes cast.

ARTICLE II

OFFICES

The principal office of the Corporation shall be in the Bronx, State of New York. The Corporation may also have offices at such other places as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers and Duties. The Board shall have general power to control and manage the affairs and property of the Corporation subject to applicable law and in accordance with the purposes and limitations set forth in the Certificate of Incorporation and herein. The Board may exercise all other powers necessary to manage the affairs and further the purposes of the Corporation in conformity with the Certificate of Incorporation and these Bylaws.

Section 2. Number. There shall be at least 15 and no more than 25 Directors. Subject to such range, the number of Directors may be increased or decreased from time to time, by resolution of the Board, but such action by the Board shall require a vote of a majority of the entire Board and no decrease shall shorten the term of any incumbent Director. The “entire Board” shall consist of the total number of directors entitled to vote which the corporation would have if there were no vacancies. If this number of Directors has not been fixed in accordance with this paragraph, then the “entire Board” shall consist of the number of directors within such range that were elected or appointed as of the most recently held election of directors, as well as any directors whose terms have not yet expired.

Section 3. Election and Term of Office. To become a Director, a person shall be nominated by a Director and elected by a plurality of designated representatives of eligible Organizational Members and National Partner Members. The Directors shall hold office for three-year terms and may serve two (2) consecutive terms; provided, however, that any Director elected to fill an unexpired term (whether resulting from the death, resignation or removal or created by an increase in the number of Directors) shall hold office until the next annual meeting at which the election of Directors is in the regular order of business and until his or her successor is elected or appointed and qualified. Directors shall begin their term on January 1 of the upcoming year. The term will expire on December 31 after three (3) years of service. A Member may be re-elected to the Board upon completion of their two (2) consecutive terms and a one (1)-year hiatus from the Board. Should a Director be legally separated from the organization that defines his/her eligibility, the Director may continue to serve on the Board at the discretion of the Chair and Executive Committee for up to one (1) year from the time of their separation from their previous employment as they seek employment with another eligible member organization. The Executive Committee and/or the Director seeking employment may terminate Board service at any time if it is concluded that the Director will not be seeking employment with an eligible member organization.

Section 4. Qualification for Directors. The Directors shall be divided into three classes that are as equal in number as reasonably possible.

Section 5. Classification of Directors. The Directors shall be divided into three classes that are as equal in number as reasonably possible.

Section 6. Removal. Any Director may be removed at any time for cause, such as, but not limited to, misrepresentation by a Director of the organization and the organization’s work (any stated examples are not intended to be exhaustive and the Board may remove directors for additional reasons not contained in the bylaws) by (i) a vote of Directors then in office at a regular meeting or at a special meeting of the Board called for that purpose or (ii) a vote of the Members in accordance with these Bylaws; provided that, present at such meeting are at least a majority of the Directors then in office; provided further that the entire Board has been given at least twenty (20) days’ notice of the proposed action. For the avoidance of doubt, missing three (3) consecutive meetings of the Board unless a majority of the Directors has excused such Director from attendance may constitute cause.

Section 7. Resignation. Any Director may resign from the Board at any time. Such resignation shall be made in writing or electronically, directed to the Chair, and shall take effect at the time specified in the written resignation, and if no time is specified, at the time of its receipt by the Corporation or the Chair. The acceptance of a resignation by the Board shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a Director.

Section 8. Vacancies and Newly Created Directorships. Any newly created Directorships, and any vacancies on the Board arising at any time and from any cause, may be filled at any meeting of the Board by a majority of votes, when a quorum is present, regardless of their number. Each Director so elected shall serve until the next annual meeting at which the election of Directors is the regular order of business and his or her successor is elected or appointed or qualified. A vacancy in the Board shall be deemed to exist on the occurrence of any of the following:

the death, resignation or removal of any Director;
an increase in the authorized number of Directors by resolution of the Board; or
the failure of the Members, at any annual or other meeting of Members at which any one or more Directors are to be elected, to elect the full authorized number of Directors to be voted for at that meeting.

Each Director elected to fill a vacancy arising from the death, resignation, or removal of a Director shall serve until the next annual meeting of Directors, and then at such meeting may be elected for a term coinciding with the balance of the unexpired term of the replaced director.

Section 9. Meetings. The annual meetings of the Board shall be held in July of each year or at a date, time, and place fixed by the Board, and at such meeting, the Board shall receive an annual report. Regular meetings of the Board shall be held no less than three (3) times annually at a time and place fixed by the Board. Special meetings of the Board shall be held whenever called by (a) the President of the Board or (b) the Chief Executive Officer, in each case at such time and place as shall be fixed by the person or persons calling the meeting.

Section 10. Notice of Meetings. Regular meetings may be held without notice of the time and place if such meetings are fixed by the Board. In the case of each annual and special meetings, such notice must be accompanied by a written agenda setting forth all matters upon which action is proposed to be taken. Notice of the time and place of the annual meeting, each regular meeting not fixed by the Board, and each special meeting of the Board shall be:

delivered to each Director by e-mail at least five (5) days before the day on which the meeting is to be held; or
mailed to each Director, postage prepaid, addressed to him or her at his or her residence or usual place of business (or at such other address as he or she may have designated in a written request filed with the Secretary at least seven (7) days before the day on which the meeting is to be held).

To discuss matters requiring prompt action, notice of special meetings may be sent to each Director by e-mail or telephone, or given personally, no less than forty-eight (48) hours before the time at which such meeting is to be held, unless the meeting must be held within forty-eight (48) hours. Notice of a meeting need not be given to any Director who submits a signed waiver of notice before or after the meeting, or who attends the meeting without protesting the lack of notice to him or her prior to or at the beginning of the meeting. Waivers of notice sent by email will be valid if the Director is clearly identified in such waivers.

Section 11. Quorum. A quorum shall be a majority of the entire Board.

Section 12. Voting. At any meeting of the Board at which a quorum is present, the affirmative vote of a majority of the Directors present at the time of the vote shall be the act of the Board, except as otherwise provided by law or these Bylaws. If at any meeting of the Board less than a quorum is present, the Directors present may adjourn the meeting until a quorum is obtained. Any one or more Directors may participate in a meeting of the Board or committee by telephone, video conference or similar communications equipment, provided that all persons participating in the meeting can hear each other and can participate in all matters before the Board. Participation by such means shall constitute presence in person at a meeting.

The following acts of the Board require the affirmative vote of at least two-thirds (2/3) of the entire Board:

a purchase, sale, mortgage or lease of real property of the Corporation if the property constitutes all or substantially all of the assets of the Corporation;
a sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation; or
amendment of these Bylaws or Certificate of Incorporation of the Corporation that would increase the quorum requirement to greater than a majority of the entire Board, or would increase the vote requirement to greater than a majority of the Board present at the time of the vote.

Section 13. Adjournment of Meeting. A majority of the Directors present, whether or not a quorum is present, may adjourn the meeting to another time and place. Notice of the time and place of such adjourned meeting shall be given to Directors who were not present at the time of such adjournment and, if such time and place was not announced at such meeting, to all other Directors. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 14. Action Without a Meeting. Any action required or permitted to be taken by the Board or committee may be taken without a meeting if the entire Board or all members of the committee unanimously consents in writing to the adoption of a resolution authorizing the action. Such consent may be written or electronic. If the consent is written, it must be signed by the Director. If consent is electronic, such consent will be valid if the Director is clearly identified in such consent. Any resolution and the written consents shall be filed with the minutes of the proceedings of the Board or committee.

Section 15. Compensation. No compensation of any kind shall be paid to any Director for the performance of his or her duties as Director. This shall in no way limit the reimbursement of reasonable expenses incurred in connection with board service. Subject to the Corporation’s Conflicts of Interest Policy, a Director may receive payment for services provided to the Corporation in any capacity separate from his or her responsibilities as a Director.

ARTICLE IV

OFFICERS, EMPLOYEES, AND AGENTS

Section 1. Number and Qualifications. The Board shall select all officers, if any, for the Corporation (each officer an “Officer” and collectively, “Officers”). The Officers shall be a Chair, a Vice Chair, a Secretary, a Treasurer, a President/Chief Executive Officer (CEO) and any other Officers that the Board may from time to time appoint, including one or more Vice-Chairs. Officers whose authority and duties are not prescribed in these Bylaws shall have the authority and perform the duties prescribed from time to time by the Board. One person may hold more than one office in the Corporation, except that no one person may hold the offices of Chair and Secretary at the same time. The Chair shall be a Director and shall not be an employee of the Corporation. Only Directors of the Corporation shall be eligible to be elected as Officers of the corporation. No instrument required to be signed by more than one Officer may be signed by one person in more than one capacity. The President/CEO is a non-voting Officer and is authorized to act on behalf of the Corporation in operational matters.

Section 2. Election and Term of Office. The Officers shall be elected by the Board for a two-year term, renewable for one subsequent term, with such election occurring as close as possible to January 1 when the Officers’ terms will begin. Terms of Officers will begin on January 1 and expire on December 31 after two years of service. The Board shall have the authority to extend any Officer’s term as a Director for one additional year should there be unique circumstances whereby that Officer’s service is of benefit to the governance of the Corporation. Election of an Officer shall not of itself create contract rights.

Section 3. Employees and Other Agents. The Board may from time to time appoint such employees and other agents as it shall deem necessary, each of whom shall hold office at the pleasure of the Board, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board may from time to time determine. To the fullest extent allowed by law, the Board may delegate to any employee or agent any powers possessed by the Board and may prescribe their respective title, terms of office, authorities, and duties.

Section 4. Removal. Any Officer, employee or agent of the Corporation may be removed with or without cause by a vote of the majority of the Board. Termination of employment of any employee also serving as an Officer shall result in removal effective as of the date of termination. The removal of an Officer without cause shall be without prejudice to his contract rights, if any.

Section 5. Resignation. Any Officer may resign at any time by giving notice (either written or electronic) to the President/CEO, provided that any Officer who is an employee of the Corporation must abide by the terms of his or her employment, including service as an Officer. The resignation shall take effect at the time specified therein, and if no time is specified, at the time of its receipt by the President/CEO, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. In case of any vacancy in any office because of death, resignation, removal, disqualification, or otherwise, a successor to fill the unexpired portion of the term may be elected by the Board.

Section 7. Chair of the Board: Powers and Duties. The Chair shall exercise general charge and supervision of the affairs of the Corporation, subject to the direction or approval of the Board, and shall do and perform such duties as may be assigned by the Board. The Chair shall preside at all meetings of the Board. The Chair shall see that the resolutions and directives of the Board are carried into effect. The Chair may execute for the corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board has authorized to be executed, and the Chair may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary, or any other officer thereunto authorized by the Board, according to the requirements of the form of the instrument. The Chair shall, in conjunction with the President/CEO and Board members, create committees as needed and make appointments to those committees. The Chair shall annually appoint committee chairs and committee members in consultation with the President/CEO and Board members. Committees and their members shall be ratified by the Board. The Chair may vote all securities which the corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the Corporation by the Board. The Chair shall perform such other duties as the Board may from time to time determine.

Section 8. Vice-Chair: Powers and Duties. The Vice Chair shall perform such duties as shall be assigned to the Vice Chair by the Chair or the Board. Further, in the absence of the Chair or in the event of the Chair's inability or refusal to act, the Vice Chair shall perform the duties of the Chair and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair.

Section 9. Secretary: Powers and Duties. The Secretary shall keep or oversee the keeping of the official minutes of the meetings of the Board, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chair or by the Board.

Section 10. Treasurer: Powers and Duties. The Treasurer shall be the principal accounting and financial officer of the corporation. With the direct involvement and assistance of the staff of the corporation, the Treasurer shall, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chair or by the Board. The Board may also designate an Assistant Treasurer, who, under the supervision of the Treasurer, will (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation and (b) have charge and custody of all funds and securities of the corporation, and be responsible therefor, and for the receipt and disbursement thereof. If required by the Board of Directors, the Treasurer and Assistant Treasurer shall give a bond for the faithful discharge of their duties in such sum and with such surety as the Board shall determine. At Annual Meeting of the Members and at the Board’s annual meeting, the Board shall direct the President, Chair and Treasurer of the Corporation to present a financial report, verified by the Chair and Treasurer or a majority of the Directors, or certified by an independent public accountant or certified public accountant or a firm of such accountants selected by the Board. At such meeting, the Treasurer shall render a report of the Corporation’s accounts showing in appropriate detail: (a) the assets and liabilities of the Corporation as of a twelve-month fiscal period terminating not more than six (6) months prior to the meeting; (b) the principal changes in assets and liabilities during that fiscal period; (c) the revenues or receipts of the Corporation, both unrestricted and restricted to particular purposes during that fiscal period; (d) the expenses or disbursements of the Corporation, for both general and restricted purposes during said fiscal period; and (e) the number of Members of the Corporation as of the date of the report, together with a statement of increase or decrease in such number during the fiscal period, and a statement of the place where the names and places of residence of the current members may be found. The Treasurer shall, at all reasonable times, exhibit the Corporation’s books and accounts to any Officer or Director of the Corporation, and whenever required by the Board, render a statement of the Corporation’s accounts, subject to the control of the Board.

Section 11. President/Chief Executive Officer: Powers and Duties. The President/Chief Executive Officer (CEO) shall perform the daily duties of maintaining the organization, and other duties as the Board determines.

Section 12. Compensation. Any Officer who is not a Director but is an employee or agent of the Corporation is authorized to receive a reasonable salary or other reasonable compensation for services rendered to the Corporation as an employee or agent when authorized by a majority of the entire Board, and only when so authorized¹.

ARTICLE V

COMMITTEES

Section 1. Committees of the Board. A committee of the Board is one that shall have authority to bind the Corporation and shall be comprised solely of Directors. Committees of the Board may be established at any time by the Board or the Chair in consultation with the President/CEO, Board and/or Executive Committee in the best interest of the Corporation. The members of such committees shall be appointed by the Chair of the Board, subject to the approval of the Board. Each committee must consist of at least three (3) Directors with such powers and duties as the Board may prescribe, except that no committee shall have authority as to the following matters:

the filling of vacancies on the Board or on any committee;
the amendment or repeal of the Bylaws or the adoption of new Bylaws;
the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable;
the fixing of compensation of the Directors for serving on the Board or any committee;
the election or removal of officers and directors;
the approval of a merger or plan of dissolution;
the authorization of a transaction involving the sale, lease, exchange or other disposition of all or substantially all the assets of the corporation; and
the approval of amendments to the Certificate of Incorporation.

Committee descriptions, chairs and members shall be reviewed annually and may be continued or discontinued by the Chair in consultation with the President/CEO, Board and/or Executive Committee.

Section 2. Executive Committee. The Board, by resolution adopted by a majority of the entire Board, may designate and appoint an Executive Committee of Directors consisting of the Chair, Vice Chair, Treasurer and Secretary. The Chair of the Corporation shall serve as chairperson of the Executive Committee. The Chair may appoint Board members to serve “at-large” on the Executive Committee, said members to be ratified by the Board. If authorized by the Board, the Executive Committee shall have and exercise the authority of the Board in the management of the Corporation except as to the following matters:

The submission to members of any action requiring members’ approval under this chapter.
the filling of vacancies on the Board or on any committee;
the amendment or repeal of the Bylaws or the adoption of new Bylaws;
the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable;
the fixing of compensation of the Directors for serving on the Board or any committee;
the election or removal of officers and directors;
the approval of a merger or plan of dissolution;
The adoption of a resolution recommending to the members action on the sale, lease, exchange or other disposition of all or substantially all the assets of a corporation or, if there are no members entitled to vote, the authorization of such transaction; and
the approval of amendments to the certificate of incorporation.

The designation or appointment of an Executive 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/her by law.

Section 3. Committees of the Corporation. The Board by resolution may appoint from time to time any number of persons as advisors of the Corporation to act as a committee of the Corporation. No such committee shall have the authority to bind the Board. Each advisor shall hold office at the pleasure of the Board and shall have only the responsibilities as the Board may from time to time determine. No advisor to the Corporation shall receive, directly or indirectly, any salary or compensation for any service rendered to the Corporation as a member of a committee of the Corporation, except that the Board may authorize reimbursement of expenditures reasonably incurred.

ARTICLE VI

CONTRACTS, CHECKS, DEPOSITS, FUNDS AND INVESTMENTS

Section 1. Contracts. The Board may authorize any officer or officers or agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer or an assistant treasurer and countersigned by the Chair of the Corporation.

Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositaries as the President/CEO and Board may select.

Section 4. Gifts. The Board may accept, or by resolution may authorize any officer or officers or agent or agents of the Corporation to accept, on behalf of the Corporation, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

Section 5. Investments. The Board shall oversee the management, investment, operation, and conservation of the property of the Corporation, and may retain any or all of the assets transferred to the Corporation by gift or bequest; provided, however, that the exercise of any of such powers shall not in any way conflict with the purposes of the Corporation as stated in its Certificate of Incorporation, and such powers shall not be exercised so as to cause the Corporation to lose its qualification as an exempt organization under Code section 501(c)(3).

Section 6. Definitions. For purposes of this Article, reference to “Code” sections are to sections of the Internal Revenue Code of 1986, and shall include future amendments to such sections and corresponding provisions of future federal tax laws, all as from time to time in effect.

ARTICLE VII

BOOKS AND RECORDS

Correct books or account of the activities and transactions of the Corporation, including the minute book (containing a copy of the Certificate of Incorporation, a copy of these Bylaws and all minutes of meetings of the Board and the Executive Committee) shall be kept at the office of the Corporation.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board.

ARTICLE IX

INDEMNIFICATION AND INSURANCE

Section 1. General. To the fullest extent permitted by law, the Corporation shall indemnify any person (and his or her heirs, executors, guardians, administrators, assigns, 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 being a witness) any threatened, pending, or completed action, suit, proceeding or inquiry (brought in the right of the Corporation or otherwise), whether civil, criminal, administrative, or investigative, and whether formal or informal, including appeals, by reason of the fact that he or she is or was a Director or Officer of the Corporation, is or was serving at the request of the Corporation 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, assigns, or legal representatives in connection with that action, suit, proceeding, or inquiry, including appeals. Notwithstanding the foregoing, the Corporation shall indemnify any person seeking indemnification in connection with an action, suit, proceeding, inquiry (or part thereof) initiated by that person only if that action, suit, proceeding or inquiry (or part thereof) was authorized by the Board.

Section 2. Exclusions. No indemnification shall be made to or on behalf of a director or officer if a judgment or other financial adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active or deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

Section 3. Expenses. To the fullest extent permitted by law, the Corporation shall pay expenses as incurred by any person described in this Article in connection with any action, suit, proceeding or inquiry described in 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 shall be authorized by the Board in the specific case and made only upon delivery to the Corporation of an 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.

Section 4. Insurance. The Corporation may purchase and maintain insurance on behalf of any person described in this Article against any liability asserted against him or her, whether or not the Corporation would have the power to indemnify him or her against that liability under the provisions of this Article or otherwise.

Section 5. Application. The provisions of this Article shall 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 shall be deemed a contract between the Corporation 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 shall not adversely affect any right or protection of any person described in this Article in respect of any act or omission occurring prior to the time of the repeal or modification.

Section 6. Validity and Limitations. If any provision of this Article shall be found to be invalid or limited in application by reason of any law or regulation, that finding shall not affect the validity of the remaining provisions of this Article. The rights of indemnification provided in this Article shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person described in this Article may otherwise be entitled or permitted by contract, vote of the Board of Directors, or otherwise, as a matter of law, both as to actions in his or her official capacity and actions in any other capacity while holding such office, it being the policy of the Corporation that indemnification of any person described in this Article shall be made to the fullest extent permitted by law.

Section 7. Definitions. For purposes of this Article: references to “other enterprises” shall include employee benefit plans; references to “fines” shall 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” shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, that director or officer with respect to an employee benefit plan, its participants, or beneficiaries.

ARTICLE X

AMENDMENTS AND REFERENCES

Section 1. Amendments. These Bylaws may be amended or repealed by the Members of the Corporation at a meeting duly called for the purpose of altering these Bylaws or by the Board. Any amendment or repeal of these Bylaws is authorized only at a duly called and held meeting of the Members for which written notice of such meeting, setting forth the proposed alteration, is given in accordance with the notice provisions for special meetings set forth in these Bylaws.

Section 2. Reference to Certificate of Incorporation. References in these Bylaws to the Certificate of Incorporation shall include all amendments thereto, unless specifically excepted by these Bylaws. In the event of a conflict between the Certificate of Incorporation and these Bylaws, the Certificate of Incorporation shall govern.

Schedule 1

Committees of the Board

Organizations may choose to include specific committees of the Board in their bylaws or in more detail in separate committee charters. Some common committees (in addition to the Executive Committee) include:

Finance Committee. A Finance Committee which shall consist of at least three (3) Directors, one of whom shall be the Treasurer. The other members of the Finance Committee shall be appointed by the President of the Board, subject to the approval of the Board. The Finance Committee shall advise the Treasurer and the Board in regard to the financial management of the Corporation.
Audit Committee. An Audit Committee comprised at least three (3) directors each of whom is an Independent Director as defined below. The members of the Audit Committee shall be appointed by Board. [The Committee will annually review or retain the independent auditor and upon completion of the audit review the results of the audit and any related management letter with the independent auditor.

In addition, the Committee shall:

review with the independent auditor the scope and planning of the audit prior to the audit’s commencement;
upon completion of the audit, review, and discuss with the independent auditor:
- any material risks and weaknesses in internal controls identified by the auditor;
- any restrictions placed on the scope of the auditor’s activities or access to requested information;
- any significant disagreements between the auditor and management; and
- the adequacy of the corporation’s accounting and financial reporting processes.
annually consider the performance and independence of the auditor; and
report on the Committee’s activities to the Board.

AUDIT COMMITTEE DEFINITIONS

Section 1. Affiliate. An affiliate of the Corporation is a person or entity that is directly or indirectly through one or more intermediaries, controlled by, or in control of the Corporation.

Section 2. Financial Interest. A person has a Financial Interest if such person would receive an economic benefit, directly or indirectly, from any transaction, agreement, compensation agreement, including direct or indirect remuneration as well as gifts or favors that are not insubstantial or other arrangement involving the Corporation.

Section 3. Independent Director. A member of the Board of Directors (the “Board”) who:

Has not been an employee or Key Person of the Corporation or an Affiliate of the Corporation within the last three (3) years;
Does not have a Relative who has been a Key Person of the Corporation or an Affiliate of the Corporation within the last three (3) years;
Has not received and does not have a Relative who has received more than $10,000 in compensation directly from the Corporation or an Affiliate of the Corporation in any of the last three (3) years (not including reasonable compensation or reimbursement for services as a Director, as set by the Corporation);
Does not have a substantial Financial Interest in and is an employee of, and does not have a Relative who has a substantial Financial Interest in or is an Officer of, any entity that has provided payments, property or services to, or received payments, property or services from, the Corporation or an Affiliate of the Corporation if the amount paid by the Corporation to the entity or received by the Corporation from the entity for such property or services, in any of the last three fiscal years, exceeded:
- the lesser of $10,000 or 2% of such entity’s consolidated gross revenues if the entity’s consolidated gross revenue was less than $500,000;
- $25,000 if the entity’s consolidated gross revenue was $500,000 or more but less than $10,000,000; or
- $100,000 if the entity’s consolidated gross revenue was $10 million or more;
(for the purposes of this subparagraph (d), “payment” does not include charitable contributions, dues or fees paid to the Corporation for services which the Corporation performs as part of its nonprofit purposes, or payments made by the corporation at fixed or non-negotiable rates or amounts for services received; provided, however, that such services by and to the corporation are available to individual members of the public on the same terms and such services received by the corporation are not available from another source);
Is not in an employment relationship under control or direction of any Related Party and does not receive payments subject to approval of a Related Party;
Is not and does not have a Relative who is a current owner, whether wholly or partially, director, officer or employee of the Corporation’s outside auditor or who has worked on the Corporation’s audit at any time during the past three (3) years; or
Does not approve a transaction providing economic benefits to any Related Party who in turn has approved or will approve a transaction providing economic benefits to the Director.

Section 4. Key Person. A Key Person is a person who (a) has responsibilities, or exercises powers or influence over the Corporation as a whole similar to the responsibilities, powers, or influence of directors and officers; (b) manages the Corporation, or a segment of the Corporation that represents a substantial portion of the activities, assets, income or expenses of the Corporation; or (c) alone or with others controls or determines a substantial portion of the Corporation’s capital expenditures or operating budget.

Section 5. Related Party. Persons who may be considered a Related Party of the Corporation or an Affiliate of the Corporation under this Policy include:

Directors, Officers, or Key Persons of the Corporation or an Affiliate of the Corporation;
Relatives of Directors, Officers, or Key Persons;
any entity in which a person in (i) or (ii) has a 35% or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of 5%;
Founders of the Corporation;
Substantial contributors to the Corporation (within the current fiscal year or the past five fiscal years);
Persons owning a controlling interest (through votes or value) in the Corporation;
Any non-stock entity controlled by one or more Key Persons.

Section 6. Relative. A Relative is a spouse or domestic partner (as defined in section 2994-A of the New York Public Health Law), ancestor, child (whether natural or adopted), grandchild, great grandchild, sibling (whether whole or half blood), or spouse or domestic partner of a child (whether natural or adopted), grandchild, great grandchild or sibling (whether whole or half blood).

Nominating and Governance Committee. A Nominating and Governance Committee consisting of three (3) or more Directors. The members of the Nominating and Governance Committee shall be appointed by the President of the Board, subject to the approval of the entire Board. The Nominating and Governance Committee shall have the following responsibilities:
1. develop and provide oversight of implementation of policies and procedures regarding Board size, leadership, and composition;
2. recommend candidates for nomination to the Board;
3. determine qualifications and characteristics required to become a Director;
4. identify and screen individuals who are qualified to serve as Directors;
5. recommend to the Board candidates for nomination and election or appointment to the Board, and its committees, or to fill Board vacancies;
6. assist in orientation programs for newly-appointed directors; coordinate and oversee self-evaluations of the Board and its committees; and
7. review on a regular basis the overall governance of the Corporation and recommend improvements for approval by the Board where appropriate.
Investment Committee. An Investment Committee, consisting of three or more Directors. The members of the Investment Committee shall be appointed by the President of the Board, subject to the approval of the entire Board. The Investment Committee shall assist the Board in fulfilling its oversight responsibilities relating to fiscal management by:

overseeing the management of organization-wide financial assets;
reviewing investment policies and strategies;
reviewing financial results;
ensuring the maintenance of an appropriate capital structure;
reviewing and recommending an annual operating budget for approval by the Board; and
ensuring the Corporation employs personnel, systems and investment managers, capable of providing timely and accurate financial information to key decision-makers.

Other Committees of the Board. The Board may establish and appoint other committees of the Board consisting of at least three (3) Directors with such powers and duties as the Board may prescribe. The members of such committees shall be appointed by the President of the Board, subject to the approval of the Board.