Lions Foundation at Albany, New York, Inc. ---BY-LAWS
LIONS FOUNDATION AT ALBANY, NEW YORK, INC.
The name of the cooperation shall be: LIONS FOUNDATION AT ALBANY, NEW YORK, INC., hereinafter referred to as the Corporation. It shall be under the jurisdiction initially of the following Lions Districts in New York State, 20-Y2, 20-W and 20-O and the International Associations of Lions Clubs.
The purpose of the Corporation is set forth in its Certificate of Incorporation, as from time to time amended, namely to solicit, collect and otherwise raise money for charitable purposes, to expend, contribute, disburse and otherwise handle and dispose of the same for such purposes either directly or by contributions to other agencies, organizations or institutions organized for the same or similar purposes; to assist in harmonizing and making more efficient the work of charitable organizations in the local community; all of which shall be within the meaning of Section 501 (c) (3) of the United States Internal Revenue Code of 1954. The Corporation is not formed for pecuniary or financial gain,, and no part of the assets, income, or profits of the Corporation is distributable to, or inures to the benefit of its Officers or Trustees. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in any political campaign on behalf of a candidate for public office.
The membership of the Corporation shall consist of those individuals who are members in good standing of Lions Clubs in Multiple District 20 of the Lions Clubs International and other affiliated Lions districts who have indicated approval of the Corporation and who have Trustees serving on the Board of Trustees.
There shall be no dues payable by any member.
Each Lions District (Single or Sub-District) affiliated with the Corporation shall be represented by two trustees on the Board of Trustees.
The initial trustees who shall be the incorporators shall be appointed by the District Cabinets of District 20-O, District 20-W and District 20-Y2, with two trustees being appointed from each district to serve for terms ending June 30th, 1991. After a Lions District has approved the Corporation, such District's Cabinet shall appoint two trustees to the Board of Trustees. One such Trustee shall serve for the remainder of the current fiscal year and two full years. Each year thereafter, the members of each District shall elect, in the same manner and at the same time and place as the election of the District Governor, two trustee to serve a term of two years, unless the District Cabinet, at the time the Foundation is approved, authorizes the District Governor to appoint such Trustees.
Effective at the next annual meeting of the Board of Trustees, in the year 2000, and after approval of these amendments to the current by-laws in 1999, the Cabinet of District 20-O, District 20-W and the District 20-Y2 shall be requested to appoint an additional two (2) members of the Board of Trustees of the Lions Foundation at Albany for a total of four (4) from each District. The term of one of the new trustees shall be for the remainder of the current fiscal year plus one full year thereafter. The term of the other trustee shall be for the remainder of the current fiscal year plus two (2) years to ensure that each District has at any given time 4 members of the Board of Trustees. In accordance with the certificate of incorporation, there shall be no fewer than six (6) and not more than thirty-three (33) members of the Board of Trustees at any given time.
Regular meetings of the Trustees shall be held quarterly at such time and place as the Trustees shall determine.
Special meetings of the Trustees shall be held. when called by the President, or when requested by a majority of the Trustees by written notice of at least seven days given to each member of the Board of Trustees, and with such meeting to be held at such time and place as the President shall determine.
The presence in person of a majority of the Trustees shall constitute a quorum at any meeting of the trustees. Except as otherwise specifically provided, the act of a majority of trustees present at any meeting of Trustees shall be the act and decision of the entire Board of Trustees.
The duties of the Board of Trustees shall be: (a) to transact such business of the Corporation as shall be necessary; (b) to approve all expenditures and contributions consistent with the purpose of the Corporation, (c) to prepare and submit a report on the activities and financial status of the Corporation annually and (d) to prepare and submit a budget of the Corporation for the coming fiscal year.
- The officers of the Corporation shall be a Chairman of the Board, a President, a Vice-President, a Secretary and a Treasurer and each shall be elected by the Board of Trustees, for a term of one year ending June 30th. The first election of officers shall be conducted by the Board of Trustees on or before June 30th. The initial officers shall be elected for the remainder of the current fiscal year plus one full year with such initial terms ending June 30th., 1992. After December 31st., 1990, it shall be required that an officer shall have previously served as a member of the Board of Trustees for a minimum of one year.
- The officers shall also be voting members of the Board of Trustees. Upon the election of an Officer, an additional Trustee may be appointed by the District Cabinet of the Officer's District to serve until the following June 30th.
- In the absence or disability of the President, the Vice-President assumes the duties of the President of the Corporation.
- In the event a vacancy in any other office occurs, the President may appoint a member of the Board of Trustees in any acting capacity until the next meeting of the Board of Trustees when a successor shall be elected for the remainder of the term.
- Duties of the Officers
- The President shall preside at all meetings of the Corporation and the Board of Trustees; The President is authorized to appoint standing and special committees and shall perform such other duties as may be prescribed in these By-Laws or assigned to him by the Trustees. The President is the chief executive officer of the Foundation and shall have the power to act o accordance with these by-laws. In all matters involving the expenditure of funds, exceeding Five Hundred Dollars ($500.00), he/she shall wait until the next regular quarterly meeting for a vote of the Board of Trustees, or in an emergency as defined by the President, he/she shall obtain a consensus of the Executive Board Members. The Executive Board shall consist of the officers of the Board of Trustees.
- The Secretary shall record the minutes of all meetings of the Corporation and the Board of Trustees and shall perform such other duties as may be delegated to him/her. It shall be the duty of the Secretary to maintain all records of the Corporation and the Board of Trustees in such manner that they can be readily accessed and easily read. These records and the financial records shall be kept in one place at all times and steps shall be taken for their safety and protection.
- The Treasurer shall have custody of all funds of the Corporation; shall keep a full and accurate account of receipts, expenditures and contributions; and shall make disbursements in accordance with an approved budget, as authorized by the Corporation or the Trustees; shall present a financial statement at every meeting of the Corporation; and shall be responsible for the maintenance of records and books of account.
- The Chairman of the Board shall be the immediate past president of the Corporation and shall have such duties as assigned by the Board of Trustees. The Chairman shall be an ex-officio member of all committees and shall act as an advisor to all such committees.
Meetings of the Corporation
- The Annual meeting of the Corporation shall be held during the month of May each as determined by the Trustees.
- Special meetings of the Corporation may be called by the President and shall be called by the President when requested by a majority of the Trustees.
- Notice of the annual meeting shall be published in the Multiple District 20 (MD 20 Lion) publication, or its successor publication, in its April issue, or by mail sent at least fourteen (14) days prior thereto.
- The members present at any annual or special meeting shall be a quorum and except as otherwise specifically provided, the act of a majority of members present shall be the act of the Corporation.
The Corporation's fiscal year shall be July 1st. through June 30th..
Roberts Rules of Order, newly revised, shall determine all questions of order and procedures for any meeting of the Corporation, Trustees or any Committee
These By-Laws may be amended at any annual or special meeting of the Corporation or at any regular scheduled quarterly meeting by an affirmative vote of a majority of the members present in person and voting, provided the Trustees have previously considered the merits of the amendments.
No amendment of the By-Laws shall be put to a vote unless written notice thereof stating the proposed amendment shall have been given to each Trustee, by mail or personal delivery, at least fourteen (14) days prior to the meeting at which the vote on the proposed amendments is to be taken. The date of mailing of such notice shall constitute the beginning of the fourteen (14) day period.
These By-Laws were submitted for review to each member of the Board of Trustees of the Lions Foundation at Albany, New York, Inc. on _____________2004. Voting action was taken at the _________meeting of the Lions Foundation at Albany by the Board of Trustees and these By-Laws were approved. Thus this version of the By-Laws becomes the effective By-Laws of the Foundation.
President of the Lions Foundation at Albany, New York, Inc.
____________________________________________________ Date ____
Secretary of the Lions Foundation at Albany, New York, Inc.