The Otherkin Community:Bylaws
From The Otherkin Community
Artice I. Offices
§1.1 Business Office
The original principal office of the corporation shall be within in the State of New York and shall be located in the City of Buffalo, County of Erie. The board of directors may change the location of the principal office. The corporation shall maintain at its principal office a copy of the corporate records of the Corporation. The corporation may have such other offices, either within or without the State of New York, as the board of directors may designate or as the business of the corporation may require from time to time.
§1.2 Registered Office
The registered office of the corporation may be, but need not be, identical with the principal office in the State of New York, and the address of the registered office may be changed from time to time.
Article II. Purposes
§2.1 Nonprofit Corporation
The Corporation shall be organized and operated as a nonprofit corporation under the provisions of the New York Corporation Code.
§2.2 Purpose
The Corporation is organized exclusively for charitable, religious, scientific, literary, and/or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. More specifically, the purposes of the Corporation are
- To promote the awareness of, and development of, the metaphysical sciences, through (a) the development of educational seminars, educational materials, and research materials; (b) supporting and undertaking research into the metaphysical sciences; and (c) dissemination of information about the metaphysical sciences
- To conduct any and all other activities permissible under the code in furtherance of the foregoing purposes, provided the Corporation will not conduct any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501c3 of the Internal Revenue Code of 1986, as amended, or any other corresponding provision of any future United States internal revenue law, or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended, or any other corresponding provision of any future United States internal revenue law.
§2.3 Governing Instruments
The corporation shall be governed by the New York Non-Profit Corporation Code and these Bylaws.
Article III. Board of Directors
§3.1 Powers, Duties and Responsibilities
The governing body of the Corporation shall be its Board of Directors (hereinafter the “Board”). All of the Corporation’s power shall be exercised by or under the authority of the Board, and the property, affairs and business of the Corporation shall be managed under the direction of the Board, subject to any limitations set forth in the Articles of Incorporation.
In general, the Board has the authority, duty and responsibility to direct the management of the Corporation to accomplish its purposes as stated in the Articles of Incorporation and other statements of purpose as the Board may from time to time adopt. In fulfilling this role, without limitation, the Board and its committees, officers and agents, are charged with the specific duties and responsibilities detailed by these Bylaws.
The Board shall determine policy on matters of operation and management of the Corporation, including but not limited to matters concerning finance, collections, programs, buildings and grounds, and personnel. The Board may designate Honorary Directors, Associate Directors and officers and confer other honors on behalf of the Corporation.
§3.2 Number, Tenure and Qualifications of Directors.
Unless otherwise provided in the articles of incorporation, the number of directors of the corporation shall be not less than three (3) nor more than fifteen (15).
Directors shall be elected by the Board and shall serve indefinitely, or until the director shall die, retire or be removed. Directors need not be residents of the State of New York unless so required by the articles of incorporation.
§3.3 Regular Meetings.
Unless otherwise provided in the articles, a regular meeting of the board of directors shall be held every four (4) months. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution. (As permitted by §§ 3.7 and 3.8, any such regular meeting may be held by telephone or on-line chat room.)
§3.4 Special Meetings.
Unless otherwise provided in the articles, special meetings of the board of directors may be called by or at the request of the Chair or any one director. The person authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors. As permitted by §§ 3.7-3.8, such meeting may be held by telephone or on-line chat room.
§3.5 Notice of Special Meeting.
Unless the articles of incorporation provide for a longer or shorter period, notice of any special meeting shall be given at least two days previously thereto either orally or in writing. If mailed, such notice shall be deemed to be effective at the earlier of: (1) when received; (2) 5 days after deposited in the United States mail, addressed to the director's business office, with postage thereon prepaid; or (3) the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. Any notice may be given by email to the Director’s current email address. Any director may waive notice of any meeting. Except as provided in the next sentence, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporation records. Any director may waive notice by sending an email to the Corporation Secretary specifically waiving notice of the meeting, and the Director’s electronic signature will be accepted. The attendance of a director at a meeting, whether attendance is in person, by on-line chat room or by telephone, shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business and at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting.
§3.6 Director Quorum.
A majority of the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the board of directors, unless the articles require a greater number. Any amendment to this quorum requirement is subject to the provisions of § 3.8 of this Article III.
§3.7 Manner of Acting
(a) Required Vote
The act of the majority of the directors present at a meeting where a quorum is present when the vote is taken shall be the act of the board of directors unless the articles of incorporation require a greater percentage. Any amendment that changes the number of directors needed to take action, is subject to the provisions of § 3.8 of this Article III.
(b) Telephone Meeting
Unless the articles of incorporation provide otherwise, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication that allows all directors participating to simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
(c) On-Line Chat Room Meeting
Unless the articles of incorporation provide otherwise, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of an on-line chat room so that all directors participating may simultaneously read each other’s comments during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
(d) Failure To Object To Action
A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) he or she objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; or (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he or she delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
§3.8 Action Without a Meeting
Unless the articles of incorporation provide otherwise, action required to be taken at a board of directors' meeting may be taken without a meeting if the action is assented to by all members of the board.
The action may be evidence by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. Action evidenced by written consents under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Board members may sign written consents electronically.
§3.9 Vacancies
Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, the Board may fill the vacancy. If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
§3.10 Removal of Directors
Any director may be removed for cause by majority vote of the remaining directors. “For cause” shall include, but not be limited to, fraud, deceit, malfeasance, self-dealing, criminal activity or undermining the interests of the corporation.
§3.11 Committees
(a) Creation of Committees
Unless the articles of incorporation provide otherwise, the board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the board of directors.
(b) Selection of Members
The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation to take such action, (or if not specified in the articles the numbers required by, § 3.7 of this Article III to take action).
(c) Required Procedures
§§ 3.4, 3.5, 3.6, 3.7 and 3.8 of this Article III govern meetings, action without meetings, notice and waiver of notice, quorum and voting requirements of the board of directors, shall also apply to committees and their members.
(d) Authority
Unless limited by the articles of incorporation, each committee may exercise those aspects of the authority of the board of directors that the board of directors confers upon such committee in the resolution creating the committee. Provided, however, a committee may not:
- authorize distributions;
- fill vacancies on the board of directors or on any of its committees;
- amend the articles of incorporation; or
- adopt, amend, or repeal bylaws.
Article IV. Officers
§4.1 Number
The officers of the corporation shall be, but not necessarily need to be, a President, Vice President, Secretary and Treasurer, each of whom shall be appointed by the board of directors. Such other officers and assistant officers as may be deemed necessary may be appointed by the board of directors. If specifically authorized by the board of directors, an officer may appoint one or more officers or assistant officers. The same individual may simultaneously hold more than one office in the corporation.
§4.2 Appointment and Term of Office
The officers of the corporation shall be appointed by the board of directors for a term as determined by the board of directors. (The designation of a specified term grants to the officer no contract rights, and the board can remove the officer at any time prior to the termination of such term). If no term is specified, they shall hold office until they resign, die, or until they are removed in the manner provided in § 4.3 of this Article IV.
§4.3 Removal
Any officer or agent may be removed by the board of directors at any time, with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights.
§4.4 President
The President shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. He or she shall, when present, preside at all meetings of the board of directors. He or she may sign, with the Treasurer or any other proper officer of the corporation authorized by the board of directors, deeds, mortgages, bonds, contracts, or other instruments that the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the board of directors from time to time.
§4.5 The Vice President
If appointed, in the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their appointment) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. (If there is no Vice President, then the Treasurer shall perform such duties of the President).
§4.6 The Secretary
The secretary shall: (a) keep the minutes of the proceedings of the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporation records and of any seal of the corporation and if there is a seal of the corporation, see that it is affixed to all documents if the execution of said document on behalf of the corporation under its seal is duly authorized; (d) when requested or required, authenticate any records of the corporation; (e) keep a register of the post office address of each Director that shall be furnished to the secretary by such Director; (f) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the President or by the board of directors.
§4.8 The Treasurer
The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the board of directors; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the board of directors. If required by the board of directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the board of directors shall determine.
§4.9 Salaries
The salaries of the officers shall be fixed from time to time by the board of directors.
Article V. Indemnification of Directors, Officers, Agents and Employees
§5.1 Indemnification
Any person made a party or threatened to be made a party to any threatened, pending, or contemplated civil or criminal action, suit or proceeding by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation or of any organization that he or she served on as such at the request of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorney’s fees, actually and reasonably incurred by him or her in connection with such action, suit or proceeding, provided that such Director, officer, employee or agent acting in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Such right of indemnification shall not be deemed exclusive of any other rights that such Director, officer, employee or agent may be entitled. Any amount payable by way of indemnity shall be determined and paid in accordance with the New York Corporation Code unless otherwise directed by the Board of Directors by resolution.
Article VI. Corporate Seal
§6.1 Corporate Seal
The board of directors may provide a corporate seal that may be circular in form and have inscribed thereon any designation that may or may not include the name of the corporation, New York as the state of incorporation, and the words "Corporate Seal."
Article VII. Emergency Bylaws
§7.1 Emergency Bylaws
Unless the articles of incorporation provide otherwise, the following provisions of this Article VII, § 7.1 "Emergency Bylaws" shall be effective during an emergency that is defined as when a quorum of the corporation's directors cannot be readily assembled because of some catastrophic event.
During such emergency:
(a) Notice of Board Meetings
Any one member of the board of directors or any one of the following officers: President, Vice President, Secretary or Treasurer, may call a meeting of the board of directors. Notice of such meeting need be given only to those directors whom it is practicable to reach, and may be given in any practical manner, including by email, publication and radio. Such notice shall be given at least six hours prior to commencement of the meeting.
(b) Temporary Directors and Quorum
One or more officers of the corporation present at the emergency board meeting, as is necessary to achieve a quorum, shall be considered to be directors for the meeting, and shall so serve in order of rank, and within the same rank, in order of seniority. In the event that less than a quorum (as determined by Article III § 3.6) of the directors are present (including any officers who are to serve as directors for the meeting), those directors present (including the officers serving as directors) shall constitute a quorum.
(c) Actions Permitted to be taken
The board may as constituted in paragraph (b), and after notice as set forth in paragraph (a):
- Officers Powers - Prescribe emergency powers to any officer of the corporation;
- Delegation of any Power - Delegate to any officer or director, any of the powers of the board of directors;
- Lines of Succession - Designate lines of succession of officers and agents, in the event that any of them are unable to discharge their duties;
- Relocate principal place of business - Relocate the principal place of business, or designate successive or simultaneous principal places of business;
- All Other Action - Take any other action, convenient, helpful, or necessary to carry on the business of the corporation.
Article VIII. Amendments
§8.1 Amendments
The corporation's board of directors shall have the power by a majority vote of all the members of the Board to alter, amend, or repeal these bylaws, or adopt new bylaws, provided, however, that notice of such proposed changes must have been sent to the Directors in writing at least ten (10) days before the meeting where such changes are voted upon by the Board of Directors, and contain or be accompanied by a copy or summary of the proposal. Notification of the proposed changes may also be sent to the Directors via e-mail.
Article IX. Membership and Dues
§9.1 Membership
Membership in the Corporation shall be upon application and acceptance by the Membership Committee of the Board of Directors. The dues shall be established by the Board of Directors and shall be paid upon acceptance to membership and at a regular interval thereafter as determined by the Board of Directors. Membership shall be valid for the interval stated within the application or until terminated. The Membership Committee may provide by majority rule for the dropping of members for failure to pay dues promptly or for other causes.
Article X. Committees
§10.1 Standing Committees
The following shall be standing committees:
(a) Membership Committee
There shall be a Membership Committee composed of not less than three (3) members of the Board of Directors appointed by the President. In consultation with the Secretary, the committee shall (1) recommend to the Board the amount of the annual membership fee; (2) accept or deny membership applications upon review; and (3) provide members with regular pertinent information about the Corporation’s activities.
(b) Personnel Committee
There shall be a personnel Committee composed of not less than three (3) members of the Board of Directors appointed by the President. In consultation with the Executive Director, the committee shall (1) recommend to the Board the hiring, dismissal or discipline of the employees of the Corporation; (2) evaluate on an annual basis the performance of employees and recommend pay increases, as appropriate; and (3) hear and resolve personal grievances of employees if the President has been unable to resolve such grievances.
(c) Public Relations Committee
There shall be a membership Committee composed of not less than one (1) member of the Board of Directors appointed by the President. The committee shall (1) receive public input and convey it to the Board of Directors; (2) compile information received from the Board and other Committees and relay it to the public in an organized and understandable manner; (3) be responsible for the organization of public announcements and press conferences.
(d) Research Committee
There shall be a research Committee composed of not less than one (1) member of the Board of Directors appointed by the President. The committee shall (1) oversee all scientific endeavors and projects; (2) prepare financial reports and request funding from the Board; (3) prepare a report to be submitted to the Public Relations Committee for public distribution.
(e) Forum Committee
There shall be a forum Committee composed of not less than one (1) member of the Board of Directors appointed by the president. The committee shall (1) oversee, administrate and moderate all social services provided by the corporation; (2) handle the suspension of public service accounts.
§10.2 Other Committees
In addition to the Standing Committees, the Board of Directors is authorized to create one or more additional committees as the Board may see fit to establish. Each such committee shall have and may exercise such authority and perform such functions as are provided in these Bylaws and as the Directors by resolution may from time to time prescribe within the limitations imposed by law. The President may likewise create such committees, as he or she may deem advisable, to serve, however, only during his or her term of office as President. Except as otherwise set forth herein for the Executive committee, the President shall select and appoint the members of all committees or he or she may appoint the chair and delegate to the chair the authority to select and appoint the members.
§10.3 Quorum for Committee Action
A majority of the members of the Committee shall constitute a quorum. The vote of a majority of the members present at a meeting where a quorum is present shall constitute the action of the Committee.
