ROCHESTER EDUCATION FOUNDATION, INC.
Revised June 11 , 2015
ARTICLE I - THE CORPORATION
Section 1. Name.
The Corporation is a New York charitable corporation and is known as "Rochester Education Foundation, Inc."
Section 2. Offices.
The principal office of the Corporation shall be located in Monroe County, New York. The Corporation may also have offices at such other places within the State of New York as the Board of Directors may from time to time determine or the activities of the Corporation may require.
Section 3. Purposes.
The Corporation shall have such purposes as are now or hereafter set forth in its Certificate of Incorporation.
ARTICLE II – MEMBERSHIP
The Corporation shall have no members. All corporate powers, rights and duties shall vest in a self-perpetuating Board of Directors.
ARTICLE III - BOARD OF DIRECTORS
Section 1. Power of Board of Directors.
The Corporation shall be managed by its Board of Directors, which shall establish all general policies governing its operations.
Section 2. Number, Election and Term of Directors.
(a) Until changed by amendment of these By-Laws, the number of directors shall be not less than eleven (11) and not more than twenty-one (21). The exact number may be established and changed from time to time by resolution of the Board. As used in these By-Laws, the term "the Entire Board” referring to Directors means the total number of Directors as so set by resolution, or if it is not so set, then the term means the number, within the stated range, that the Corporation had as of its last prior election.
(b) The directors shall be divided into three classes of approximately equal size, which shall be elected by the Board at its Annual Meeting on a rotating basis. Directors elected at an annual meeting shall succeed the incumbent directors whose terms of office expire that year, at the conclusion of that meeting, and shall serve a term of three years and until their successors are duly elected and qualified, except that a director may be elected for a term of less than three years if necessary for the purpose of maintaining approximately equal class sizes.
(c) No director shall serve more than three consecutive three-year terms. Any director who has served three consecutive three-year terms shall not be eligible for re-election until the Annual Meeting occurring for the year following the end of the third term. Election to a term of less than three years for any reason shall not be counted as service for a three year term for this purpose.
(d) Each director shall be at least eighteen (18) years of age.
Section 3. Resignations and Removal of Directors.
(a) Any director of the Corporation may resign at any time by giving written notice to the Board, the Chair or the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified, then on delivery. Acceptance of the resignation shall not be necessary to make it effective.
(b) Any director may be removed from the Board for cause by a vote of the directors, provided there is a quorum of not less than a majority of the Entire Board present at the meeting at which such action is taken.
(c) A director must resign from the Board of Directors if he or she runs for, or is elected or appointed to, an office or position in which he or she may have a perceived conflicting influence over matters affecting the Corporation’s funding or policies. The Board may determine whether such influence is involved. In its discretion the Board may instead allow the member to take a leave of absence from the Board during the period of conflict.
Section 4. Newly Created Directorships and Vacancies.
Newly created directorships resulting from an increase in the number of directors and vacancies occurring for any reason shall be filled by vote of a majority of the directors then in office, regardless of their number. A director elected to fill a vacancy caused by resignation, death, disability or removal shall hold office for the unexpired term of his or her predecessor in office and until a successor is elected and takes office.
Section 5. Annual Meeting.
The Annual Meeting of the Board of Directors shall be held within six
months after the end of each fiscal year of the Corporation at a convenient time and location designated by resolution of the Board.
Section 6. Annual Report.
The Board of Directors shall direct the Chair and the Treasurer to present at its Annual Meeting an annual report verified by the Chair and the Treasurer or by a majority of directors, or certified by an independent public or certified public accountant, showing in appropriate detail the following:
(a) The assets and liabilities, including any trust funds, of the Corporation as of the end of the preceding fiscal year;
(b) The principal changes in assets and liabilities, including trust funds, during said fiscal period;
(c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, during said fiscal period; and
(d) The expenses or disbursements of the Corporation for both general and restricted purposes during said fiscal period.
This report shall be filed with the records of the Corporation and a copy thereof entered in the minutes of the meeting.
Section 7. Scheduling of Meetings.
The Annual Meeting and at least three Regular meetings held each calendar year of the Board of Directors shall be held each calendar year at such time and place as may be determined from time to time by resolution of the Board of Directors (or by the Chair in the case of a post-resolution change).
Section 8. Special Meetings.
Special meetings of the Board of Directors may be called at any time by the Chair and shall be called by the Secretary if requested in writing by one-fifth (1/5) or more of the Entire Board of the Corporation.
Section 9. Notice of Meetings; Waivers of Notice.
Notice of the Annual and regular meetings scheduled by resolution shall require no notice (but, as a good practice and courtesy, such notice may normally be given). When necessary, a meeting schedule may be changed by the Chair, in which case notice of the time and place thereof shall be given to each Director not less than five nor more than fourteen days before such meeting, sent to the Director’s usual contact address by mail, e-mail or fax, and if a By-Law amendment will be proposed at a meeting, notice required by Article IX must be given in like manner. Notice of a special meeting shall be given in person, by telephone (to the actual recipient, not as a left message) not less than one day before the meeting, or by mail, e-mail or fax not less than three days before the meeting. Notice of a meeting need not be given to any Director who submits a waiver of notice, in writing and signed or otherwise complying with New York law, 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.
Section 10. Place of Meetings.
Meetings of the Board of Directors may be held at any place, within or outside the State of New York.
Section 11. Quorum and Adjourned Meetings.
(a) A majority of the Entire Board of Directors shall constitute a quorum for the transaction of business at all meetings of the Board.
(b) A majority of the directors present, whether or not a quorum is present, may adjourn any Board meeting to another time or place, provided that notice comparable to that for a special meeting is given to all Directors who were not in attendance at the meeting when such time or place was set. If a quorum is present at the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting.
Section 12. Action by the Board of Directors.
(a) Any corporate action to be taken by the Board of Directors means action at a meeting of the Board. Each director shall have one vote regarding any corporate action to be taken by the Board. Except as otherwise provided by law or these By-Laws, the vote of a majority of the directors present at the time of the vote, at a duly convened meeting at which a quorum is present at the time of the vote, shall be the act of the Board of Directors.
(b) Any one or more members of the Board, or of any committee thereof, may participate in a meeting of such Board or committee by means of a conference telephone, Skype or similar equipment that allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting.
(c) Whenever under the Not-For-Profit Corporation Law the Board of Directors is required or permitted to take any action by vote, such action may be taken without a meeting if all directors consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board shall be filed with the minutes of its proceedings. Consents may be provided: (i) in a writing signed by the Director either in hard copy or by affixing a signature by any reasonable means (i.e., fax signature); or (ii) by e-mail that includes information from which the recipient can reasonably determine that the transmission was authorized by the Director.
(d) Voting by proxy or leaving one’s vote with another, whether or not in writing, is never permitted.
Section 13. Organization.
At each meeting of the Board of Directors, the Chair, or, in his or her absence, the Vice Chair, or in their absence, a chairman chosen by a majority of the Directors present shall preside. The Secretary, or, in his or her absence, a person chosen by a majority of the Directors present, shall keep complete and accurate minutes of the meeting.
Section 14. Attendance at Meetings.
Attendance at each meeting of the Board shall be recorded by the Secretary in the minutes thereof. Members of the Board of Directors are expected to attend and participate in the annual and all regular Board meetings. Unexcused absence from two (2) or more meetings in a calendar year shall constitute cause for membership review.
Section 15. Compensation and Expenses.
The members of the Board of Directors shall receive no compensation for their services, but directors may be reimbursed for reasonable expenses incurred in the performance of Corporation duties. Significant requests for reimbursement should be reviewed and authorized by the Chair, usually in advance.
Section 16. Property Rights.
No Director or officer of the Corporation shall, by reason of that position, have any rights to or interest in the property or assets of the Corporation.
ARTICLE IV – COMMITTEES
Section 1. Committees of the Board.
The Board of Directors, by resolution or Committee Charter adopted by a majority of the Entire Board, may designate an Executive Committee and other Committees of the Board, each consisting of at least three (3) Directors, and by like resolution designate such committees’ members and terms and fill vacancies. These committees shall have such authority as the Board shall provide in the creating resolution or Committee Charter. If there is an Executive Committee it shall have all the authority of the Board, except that neither it nor any other committee shall have authority as to the following matters:
(a) The filling of vacancies on the Board of Directors or any committee;
(b) The fixing of compensation of directors for serving on the Board or any committee;
(c) The amendment or repeal of these By-Laws or the adoption of new By-Laws; or
(d) The amendment or repeal of any resolution of the Board which by its terms is not so amendable or repealable.
Section 2. Committees of the Corporation; ad hoc committees.
(a) The Board of Directors, by resolution or Committee Charter, may create Committees of the Corporation, which shall have only the powers specifically delegated to them and shall in no case have powers which are not authorized for Committees of the Board, and they shall have no authority to bind the Board. The members of Committees of the Corporation shall be appointed by the Chair, subject to the approval of the Board. Each Committee of the Corporation shall include at least one (1) director.
(b) Other committees which are neither of the Board or of the Corporation as defined herein may be created as needed, by the Board, Executive Committee, Executive Director or other committee, to carry out specified operational functions, reporting to and under the supervision of the creating entity.
Section 3. Meetings.
Meetings of committees shall be held at such times and places as shall be fixed by the respective committee chairpersons, or by vote of the committee. Written notice shall be given to all members of the committee not less than five days before each meeting either personally or by mail, email or by fax. Written minutes of the proceedings shall be kept at all meetings of Board-created committees and shall be submitted at the next meeting of the Board. The Chair, or his or her designee, and the Executive Director, may attend all committee meetings, with vote if the committee resolution or Charter so provides.
Section 4. Quorum.
Unless otherwise provided by Board resolution or Committee Charter, a majority of all of the incumbent members of a committee shall constitute a quorum for the transaction of business.
Section 5. Manner of Acting
Any action to be taken by a committee shall mean such action to be taken at a meeting of the committee. Any one or more members of a committee may participate in a meeting by means of a conference telephone, Skype 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 the meeting. Action by a committee shall be taken by majority vote at a meeting, a quorum being present at the time, or without a meeting by unanimous written consents signed by all members of the committee.
ARTICLE V – OFFICERS
Section 1. Number and Compensation.
The officers of the Corporation who must be members of the Board of Directors shall be a Chair, a Vice Chair, a Secretary and a Treasurer. Any two (2) or more of these offices may be held by the same person, except the offices of Chair and Secretary. An employee of the Corporation may not serve as Chair. These officers shall serve at the pleasure of the Board, without compensation, but may be reimbursed for reasonable expenses incurred in performing duties for the Corporation. A further officer who shall not be a member of the Board of Directors shall be the Executive Director/CEO of the Corporation.
Section 2. Terms of Officers.
The officers who are members of the Board of Directors shall be elected by the Board at the Annual Meeting of the Board. Unless a different term is provided in the resolution of the Board electing such officer, the term of office of each officer shall extend for one year after his or her election and until a successor is elected or appointed and qualified, which shall normally take effect immediately at that point in the electing meeting. The term of an officer shall expire immediately if the person ceases to be a member of the Board. Officers shall be eligible to serve an unlimited number of consecutive terms.
Section 3. Additional Officers.
Additional offices may be created and filled, from among the members of the Board, 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 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, the Chair or the Secretary. Any such resignation shall take effect at the time specified therein, or, if no time is specified, then on delivery. Acceptance of the resignation shall not be necessary to make it effective.
Section 6. Vacancies.
A vacancy in any office of the Corporation for any reason shall be filled by the Board of Directors for the unexpired term.
Section 7. Chair.
The Chair shall have general oversight of the Corporation’s affairs. He or she shall preside at all meetings of the Board of Directors at which he or she is present, and also of the Executive Committee if its charter so provides. The Chair shall also perform such other duties as may be assigned to him or her from time to time by the Board.
Section 8. Vice Chair.
In the event the Chair is absent or unable to act or that office becomes vacant, the Vice Chair shall perform the duties of the Chair. The Vice Chair shall also perform such other duties as may be assigned to him or her by the Board of Directors or the Chair, or by any committee charter.
Section 9. Secretary.
It shall be the duty of the Secretary to supervise the preparation of minutes of all meetings of the Board of Directors and its committees, the giving of all notices required to be given by the Corporation, and the keeping of a current list of the Corporation's directors and officers and their residence addresses. The Secretary shall be responsible for supervising the preparation and maintenance of the books and records of the Corporation. The Secretary shall perform all the duties customarily incident to his or her office and such other duties as may be assigned to him or her by the Board of Directors or the Chair.
Section 10. Treasurer.
It shall be the duty of the Treasurer to oversee the financial affairs of the Corporation, report at each regular meeting of the Board of Directors, and participate in preparing the annual report of the Corporation. The Treasurer shall perform such other duties as may be assigned to him or her by the Board of Directors or the Chair.
Section 11. Executive Director.
(a) Executive Functions. The Executive Director is the Chief Executive Officer of the Corporation. He or she shall be official advisor to and executive agent of the Board and shall be expected to attend without vote all of its meetings other than executive sessions, as well as such meetings of its committees and in such manner as may be provided in each committee charter. The Executive Director shall exercise general supervision over all the affairs of the Corporation, represent the Corporation to the community, and bring such matters to the attention of the Board as are appropriate to keep the Board fully informed to meet its responsibilities.
(b) Appointment. He or she is an employee serving at the will of the Board of Trustees and subject to the direction and oversight of the Board. An affirmative vote of a majority of the Entire Board is required for the appointment, or for the discharge, of the Executive Director. Any employment contract and all renewal contracts shall be reviewed and approved by the Board or by a committee of the Board charged to do so.
(c) Annual Review of Performance. An annual review of the performance of the Executive Director shall be conducted. A written report of this review shall be approved by the Board and shared with the Executive Director.
(d) Compensation. It is the policy of the Corporation to pay no more than reasonable compensation for personal services rendered to the Corporation by officers and employees. The Board of Directors must approve in advance the salary and benefits comprising the total compensation of the Executive Director. Before approving such compensation, the Board shall determine that the total compensation is reasonable in amount in light of the position, responsibility and qualification of the person for the position, including the result of an evaluation of the person’s prior performance for the Corporation. In making the determination, the Board shall consider total compensation, to include the salary and the value of all economic benefits provided by the Corporation in payment for services, including the value of permitted personal use of business property or service. The process for determining compensation shall include a review of comparability data, and contemporaneous substantiation of the deliberation and decision. At the time of the discussion and decision concerning the Executive Director’s compensation, he or she and any person having a conflict of interest relating to this compensation shall not be present in the meeting beyond the point at which deliberation begins.
ARTICLE VI - CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS
Section 1. Execution of Contracts.
The Board of Directors, except as these By-Laws otherwise provide, may authorize any officer(s), agent(s), or employee(s), 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 By-Laws, no officer, 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 by such person or persons and 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.
ARTICLE VII – GENERAL
Section 1. Seal.
The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words "Corporate Seal, New York." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.
Section 2. Books and Records.
There shall be kept by the Corporation (1) correct and complete books and records of account, (2) minutes of the proceedings of the Board of Directors and its committees, (3) a current list of the directors and officers of the Corporation and their residence addresses, (4) a copy of the Certificate of Incorporation, (5) a copy of these By-Laws, and (6) a copy of the conflicts of interest policy and whistleblower policy adopted by the Board, if any.
Section 3. Indemnification.
The Corporation shall, to the fullest extent permitted by law under the particular circumstances, indemnify its directors, officers, employees and other personnel. The Board of Directors may expand the detail of this section by written Policy adopted by vote of a majority of the Entire Board of Directors.
Section 4. Insurance.
The Corporation shall not be obligated to purchase directors and officers liability insurance, but may do so if authorized and approved by vote of a majority of the Entire Board of Directors.
Section 5. Interested Directors and Officers.
The Board of Directors shall adopt a policy regarding conflicts of interest which shall apply to all Directors and officers of the Corporation.
ARTICLE VIII - FISCAL YEAR
The fiscal year of the Corporation shall commence on the first day of January of each calendar year and end on the last day of December.
ARTICLE IX - RULES OF ORDER, CONSTRUCTION, BY-LAW CHANGES
Section 1. Rules of Order.
Meetings of the Board of Directors and its committees shall be governed by Robert's Rules of Order, Revised, except to the extent otherwise addressed in these By-Laws, and provided, however, that no act of the Board or a committee shall be deemed invalid by reason of a failure to follow such rules if no objection to the nonconformity has been made during such meeting.
Section 2. Construction.
If there is any conflict or inconsistency between the provisions of the Corporation's Certificate of Incorporation and these By-Laws, the provisions of the Certificate of Incorporation shall govern.
Section 3. By-Law Changes.
(a) These By-Laws may be amended, repealed or adopted by vote of the Board of Directors at any meeting thereof, provided that a fair explanation of the proposed change, or exact quotation of the language proposed, appears in the written notice calling the meeting. The proposal as so stated or quoted is freely debatable and amendable before final action is taken on its subject matter.
(b) The action on such matters generally requires the vote of a majority of the Entire Board
(c) However, a vote of two-thirds (2/3) of the Entire Board is required for an amendment that adds, changes, or strikes out:
(i) a provision that sets the quorum higher than that provided by Article III, Sec. 11(a), or
(ii) a provision that requires a higher proportion of director votes for an action that is greater than the proportion prescribed by law in the absence of such provision.