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
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
- 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
- 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
- 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
- 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
- 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.
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
Roberts Rules of Order, newly revised, shall determine all questions
of order and procedures for any meeting of the Corporation, Trustees or
- 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.
Secretary of the Lions
Foundation at Albany, New York, Inc.