BY-LAWS OF
SKANEATELES ROTARY FOUNDATION, INC. (adopted Nov. 29, 2007)
The purpose of this document is to designate the rules
under which the Foundation shall operate, and define the governance of the
Foundation. The Foundation shall
be governed by the Board of Trustees in accordance with these by-laws.
Article I - Purpose of Foundation
The Foundation shall operate exclusively for the benefit of
charitable, educational, health, welfare and recreational needs of the
community in accordance with section 501(c)(3) of the Internal Revenue Code.
Article II - Membership
The membership of the Foundation shall consist of all
members of the Skaneateles Rotary Club (SRC) who qualify as hereinafter
provided. Membership in the
Skaneateles Rotary Foundation (SRF) is automatic to any member of the SRC in
good standing with the SRC. Any such member will be eligible to serve on
the Board of Trustees of the Foundation.
Section 1. The Board of Trustees
shall consist of 6 members who shall be elected by majority vote of the
Foundation members present, once a
quorum has been established, at the annual meeting of the Foundation. The term for newly elected Trustees
shall commence on July 1 following their election.
Section 2.
Only members of the SRF shall be eligible to serve as
Trustees. Candidates for the
position of Trustee shall be presented to the members by the Nominating
Committee.
Section 3. The Board of Trustees
shall consist of three classes of two members each. Initially, the first
class shall serve for one year, the second class shall serve for two years, and
the third class shall serve for three years. Thereafter all classes will be
elected for a three year term, and each year the members of the Foundation will
elect a new class of two (2) Trustees.
Section 4. No Trustee shall serve
more than one (1) full three-year term. After a one-year break in
service, a member may again serve on the Board of Trustees.
Section 5. The initial Nominating
committee shall be appointed by the President of the SRC. Subsequent Nominating committees shall
be appointed by the SRF Chairperson and ratified by the Board. The
Nominating committee shall report the nominations 20 days prior to the annual
meeting.
Section 6. The officers shall consist of a Chairperson,
Vice-Chairperson, Treasurer and Secretary. All officers shall continue to
hold office until their successors are elected and duly qualified.
Section 7. The
Chairperson, Vice-Chairperson, Treasurer and Secretary shall be elected by the
Board of Trustees from among the Board. The election of officers
shall be made at the first meeting of the Board of Trustees following the
annual meeting at which a new class of Trustees was elected.
Section 8. One Trustee shall serve as a liaison
between the Foundation Board of Trustees and the SRC Board of Directors.
Section 9. The Chairperson of the Trustees shall preside at all
meetings of the Trustees. In the absence of the Chairperson, the
Vice-Chairperson shall preside. In
the absence of both the Chairperson and the Vice-Chairperson, the Trustees
shall select a Chairperson pro tem from among those present.
Section 10. The Secretary shall: notify each Trustee of all Board
meetings; notify all Foundation members of the annual meeting and scheduled Board meetings by
publication in the club bulletin; issue all authorized notices to members or
other persons; make and keep a written record of all meetings of the Board of
Trustees and of the Foundation members; have custody of the by-laws; conduct the correspondence
for the Foundation; and execute all such writings as he/she may be officially
instructed and authorized to do.
Section 11. The Treasurer shall be
charged with the collection of all income and contributions, with custody of
the funds of the Foundation, and with their disbursement, under the direction
of the Board of Trustees. At the annual meeting of the Foundation members and at any other
time when requested by the Board of Trustees, the Treasurer shall make a full
written report covering the financial transactions of the Foundation.
Section 12. It shall be the duty of the Trustees, and they shall be
vested with the power to, control and manage the affairs, funds and finances of
the Foundation. The Board may, in its discretion, appoint a depository of
agent to manage the funds and property of the Foundation and to make
investments subject to such supervision, as the Board may deem necessary.
Section 13. The Board of Trustees
shall be vested with power and authority to: fill vacancies on the Board in
accordance with these By-Laws; to censure, suspend and expel Trustees for
cause; and to do all lawful things deemed expedient and desirable to promote
the objects and purposes of the Corporation.
Section 14. No more than two Trustees may serve on both the Board
of Trustees as well as on the SRC Board of Directors during the same fiscal
year. No member of the Board of Trustees shall serve as an officer of the SRC
during the same fiscal year.
Section 15. The Board of Trustees shall meet a minimum of two times
each fiscal year.
Section 16. Special meetings of the
Board shall be called by the Chairperson at the request of any Trustee.
Article
IV - Provisional Trustees
Section 1.
To begin the initial organization of the
Foundation, the SRC Board of Directors shall appoint up to five (5) active
members of the SRC to the position of Provisional Trustee. The Provisional
Trustees shall function as Foundation Trustees in accordance with Article III,
Sections 6 through 13, Section 15 and Section 16.
Section 2.
Provisional Trustees shall serve until replaced by the Trustees nominated and
elected in accordance with Article III, Sections 1 through 5. Such election
shall occur at the first Annual Meeting following the adoption of these by-laws
by the Foundation membership.
Article V - Meeting of Members
Section 1. The annual meeting of the
members shall be held on or before the last Thursday in May for the election of
a new class of Trustees. The fiscal year of the Foundation shall run from
July 1 to June 30, and that time frame shall represent one year of service for
Trustees.
Section 2. Special meetings of the Foundation membership shall be
called by the Chairperson at the request of any member. Members shall be
notified by publication in the club bulletin as to the business to be
transacted at such special meetings.
Article VI - Quorum
Section 1. A majority of members
shall constitute a quorum at any annual or special meeting of the members.
Section
2. A majority of Trustees shall constitute a quorum at a meeting of
the Board of Trustees.
Article
VII - Vacancies
In the event of a Board vacancy, the Trustees
shall appoint a qualified replacement from the membership, who shall serve
until the next annual meeting.
When applicable, the Nominating Committee shall nominate a qualified
candidate to fill the remaining term of one or two years in addition to the
two-member class for a three-year term.
Article VIII - Interpretation of the By-Laws
All questions as to construction of the By-Laws
shall be decided by the Board of Trustees.
Article
IX - Amendment to By-Laws
The By-Laws may be added to or amended at an
annual meeting of the Foundation members, or at a special meeting called for that purpose,
upon a two-thirds affirmative vote of members present, provided that the
proposed change has been published in the club bulletin and announced at
regular meetings of the SRC for at least four weeks prior to the meeting date.
Article X - Rules of Procedure
The rules of procedure at meetings of the
Foundation membership and of the
Board of Trustees shall be in accordance with RobertŐs Rules of Parliamentary
Procedure.
The Secretary shall give reasonable notice to
members of meetings of the Board of Trustees. Such notice shall consist
of, but not be limited to, publication in the club bulletin. Notice of
regular or special meetings of Foundation membership shall be made by publication in the club bulletin
for two weeks prior to the meeting.
Article
XII - Indemnification
The Foundation shall indemnify any Trustee, or
any former Trustee, to the full extent permitted by law.
Article XII - Miscellaneous
Section 1. No Trustee or member of
SRF shall be paid any compensation for his/her services. Trustees shall serve strictly as unpaid
volunteers without compensation of any kind whatsoever. No Trustee,
member or employee shall receive or be entitled to any part of the net earnings
or property of the Foundation, or any funds contributed to it.
Section 2. The mailing address of the Foundation is Post Office Box 316,
Skaneateles, New York 13152.
Section 3. The Trustees shall be allowed to conduct business in any
electronic fashion that meets with New York State not-for-profit law.
Article XIII - Audit
The Board of Trustees shall appoint a committee
of members of the Foundation to conduct an audit of the accounts of the
Foundation and report to the membership annually.
Approved and adopted this ___________day of ___________, 2007.
Skaneateles Rotary Foundation, Inc.
Provisional Trustees:
_______________________________
John L. Hennessy
_______________________________
Robert Jowaisas
_______________________________
William D. Stevens
_______________________________
Duane Weaver
_______________________________
Roberta G. Williams