BYLAWS OF GREATER AMSTERDAM EDUCATIONAL FOUNDATION, INC.
The purpose of this corporation shall be as provided in the Certificate of Incorporation.
BOARD OF DIRECTORS
Section 1. Powers and Number. The Board of Directors shall have general power to control and manage the affairs and property of the Corporation in accordance with the purposes and limitations set forth in the Certificate of Incorporation. The number of Directors constituting the entire Board shall be no less than three nor more than eleven, the exact number to be determined from time to time by the Board of Directors.
Section 2. Election and Term of Office. The individuals listed on Exhibit “A” attached hereto shall be the initial members of the Board of Directors for the terms stated therein. Thereafter, the term of office for Directors shall be one (1) year. Directors shall be elected annually by a two-thirds majority of the Board. Upon resignation, removal or death of any Director, a succeeding person shall be nominated by a then existing Director and elected by a two-thirds majority of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of the Director’s predecessor in office.
Section 3. Removal. Any Director may be removed at any time for cause by a vote of two-thirds of the entire Board at any special meeting of the Board called for that purpose, provided that at least one week’s notice of the proposed action shall have been given to the entire Board of Directors then in office.
Section 4. Resignation. Any Director may resign from office at any time. Such resignation shall be made either at a Board meeting or in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt or acknowledgment by the Corporation or its President. The acceptance of a resignation by the Board of Directors shall not be necessary to make it effective, but no resignations shall discharge any accrued obligation or duty of a Director.
Section 5. Meetings. Meetings of the Board may be held at any place within the State of New York as the Board may from time to time fix, or as shall be specified in the notice or waivers of notice thereof. The annual meeting of the Board shall be held in June of each year at a time and place fixed by the Board. Special meetings of the Board shall be held whenever called by three members of the Board of Directors or the President of the Board in each case at such time and place as shall be fixed by the person or persons calling the meeting.
Section 6. Notice of Meeting. Notice of the time and place of each regular or special meeting of the Board, together with a written agenda stating all matters upon which action is proposed to be taken and, to the extent possible, copies of all documents on which action is proposed to be taken, shall be mailed to each Director, postage prepaid, addressed 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 four days before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be sent to him or her at such address by telegram or cablegram or given personally or by telephone, no less than forty-eight hours before the time at which such meeting is to be held, unless the meeting must be held within forty-eight hours. 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 or her. No notice need be given of any adjourned meeting.
Section 7. Quorum and Voting. Two-thirds of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business. Except as otherwise provided by statute or by these bylaws, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. If at any meeting of the Board there shall be less than a quorum present, the Directors present may adjourn the meeting until a quorum is obtained.
Section 8. Action by the Board. Any action required or permitted to be taken by the Board or by 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. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 9. Compensation. Directors as such shall not receive any stated compensation for their services as Directors.
OFFICERS, EMPLOYEES AND AGENTS
Section 1. Officers. The Officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer, and such other officers, including one or more Co-Treasurers, Buyers, and/or Co-Buyers, as the Board of Directors may from time to time appoint. The President shall be a member of the Board of Directors. The other officers may, but need not, be members of the Board of Directors. No instrument required to be signed by more than one officer may be signed by one person in more than one capacity.
Section 2. Election, Term of Office and Removal. The Officers of the Corporation shall be elected for a one year term at the annual meeting of the Board of Directors immediately following the election of the Directors, and each shall continue in office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.
Any officer of the Corporation may be removed, without or without cause, by a vote of a majority of the entire Board.
Section 3. Other agents and Employees. The Board of Directors may from time to time appoint such agents and employees as it shall deem necessary, each of whom shall hold office during the pleasure of the Board of Directors, and shall have such authority to perform such duties, if any, as a majority of the Board of Directors may from time to time determine. No such other Officer or agent need be a Director of the Corporation. To the full extent allowed by law, the Board of Directors may delegate to any Officer or agent any powers possessed by the Board of Directors 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 entire Board of Directors.
Section 5. Vacancies. In case of any vacancy in any office, a successor to fill the unexpired portion of the term may be elected by the Board of Directors.
Section 6. President: Powers and Duties. The President shall preside at all meetings of the Board of Directors. The President shall have general supervision over the affairs of the Corporation, and shall keep the Board of Directors fully informed about the activities of the Corporation. He or she shall have the power to sign and execute alone in the name of the Corporation all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature. The President shall perform all the duties incident to the office of the President, and shall perform such other duties as from time to time may be assigned by the Board of Directors.
Section 7. Vice President: Powers and Duties. A Vice President shall have such powers and duties as may be assigned by the Board of Directors. In the absence of the President, the Vice President shall perform the duties of the President.
Section 8. Secretary: Powers and Duties. The Secretary shall keep the minutes of the Annual Meeting and all meetings of the Board of Directors in books provided for that purpose. He or she shall be responsible for the giving and serving of all notices of the Corporation, and shall perform all the duties customarily incident to the office of Secretary, subject to the control of the Board of Directors, and shall perform such other duties as shall from time to time be assigned to him or her by the Board of Directors.
Section 9. Treasurer and Co-Treasurers: Powers and Duties. The Treasurer shall keep or cause to be kept full and accurate accounts of the receipts and disbursements of the Corporation, and shall deposit or cause to be deposited all monies, evidences of indebtedness and other valuable documents of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. At the annual meeting and whenever else required by the Board of Directors, he or she shall render a statement of the Corporations accounts. He or she shall at all reasonable times exhibit the Corporation’s books and accounts to any Officer or Director of the Corporation, and shall perform all duties incident to the position of Treasurer, subject to the control of the Board of Directors and shall, when required, give such security for the faithful performance of his or her other duties as the Board of Directors may determine. The Co-Treasurer(s) shall assist the Treasurer in the performance of his or her duties.
Section 10. Buyer and Co-Buyers: Powers and Duties. A Buyer shall be responsible for the purchase of items for resale by the Corporation through concessions and vending machines, and for supervision over those activities. A Buyer shall have such additional powers and duties as may be assigned by the Board of Directors. The Co-Buyer(s) shall assist the Buyer in the performance of his or her duties.
Section 1. Committees of the Board. The Board may, by resolution adopted by a majority of the entire Board, establish and appoint an executive and other standing committees. The Board of Directors shall appoint the Chairperson of each committee. Each committee so appointed shall consist of at least one director and as many additional directors or persons who are not directors as provided in the resolution establishing it and shall have all the authority delegated to it by the Board of Directors except that the following matters shall not be delegated by the Board of Directors:
- a. the filing of vacancies on the Board or on any committee;
- b. the amendment or repeal of the bylaws or the adoption of new bylaws;
- c. the amendment or repeal of any resolution of the Board of Directors; and,
- d. the fixing of compensation of any employee or agent of the Corporation.
Section 2. Special Committees. Special Committees, composed of Directors and/or persons who are not Directors, may be appointed by the Board and shall have only the powers specifically delegated to them by the Board.
CONTRACTS, CONTRIBUTIONS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board of Directors may, by resolution duly adopted, authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
Section 2. Gifts and Contributions. The Board of Directors may:
- a. Accept on behalf of the Corporation any contribution, gift, bequest, or devise of any type of property (“donations”), for the general and special charitable purposes of the corporation, on such terms as the Board shall approve;
- b. Hold such funds or property in the name of the Corporation or of such nominee or nominees as the Board may appoint;
- c. Collect and receive the income from such funds or property;
- d. Devote the principal or income from such donations to such benevolent and charitable purposes as the Board may determine; and,
- e. Enter into an agreement with any donor to continue to devote the principal or income from the donation to such particular purpose as the donor may designate and, after approval of such agreement by the Board, devote the principal or income from that donation according to the agreement.
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 depositories as the Board of Directors may select.
Section 4. Checks, Drafts, Orders for Payment. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as the Board of Directors shall from time to time by resolution determine. In the absence of such determination, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or Vice President of the Corporation.
Section 5. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board of Directors may deem desirable.
OFFICE AND BOOKS
Section 1. Office. The office of the Corporation shall be located at such place as the Board of Directors may from time to time determine.
Section 2. Books. There shall be kept at the office of the Corporation correct books of account of the activities and transactions of the Corporation including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors.
The fiscal year of the Corporation shall be from July 1 through June 30, unless determined otherwise by the Board of Directors.
The Corporation may, by resolution of the Board, provide for indemnification by the Corporation of any and all of its directors and officers or former directors and officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties or a party by reason of having been directors or officers of the Corporation, except in relation to matters as to which such director or officer or former director of officer shall be adjudged in such action, suit, or proceeding to be liable for breach of his fiduciary duty to the Corporation and to such matters as shall be settled by agreement predicated on the existence of such breach. The Corporation may purchase insurance for such indemnification.
PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS
No director, officer, or employee of or a member of a committee of or person connected with the Corporation, or any private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effectuating any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation. Upon dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable, religious, scientific, literary, or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may be amended.
These bylaws may be amended or repealed by the affirmative vote of two thirds of the entire Board at any meeting of the Board of Directors.
- Richard Ruberti, Director/President, 140 Miami Avenue, Amsterdam, NY 12010
- Colleen DiCaprio, Director/Vice-President/Treasurer, 140 Miami Avenue, Amsterdam, NY 12010
- Rebecca Cozzocrea, Director/Secretary, 140 Miami Avenue, Amsterdam, NY 12010