CHILDREN'S SMILE FOUNDATION
A Non-Profit New York Corporation
(Pursuant to Section 402 of the Not-For-Profit Corporation Law)
Amended March 21, 2012
ARTICLE I - OFFICES
The principal office of the Corporation shall be at 60-43 Maspeth Avenue, Maspeth, N.Y. 11378. The Corporation may also have offices at such other places within or without this State as the Board may from time to time determine or the business of the Corporation may require.
ARTICLE II - PURPOSES
The purposes for which this Corporation has been organized are as follows:
For scientific, educational and charitable purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 and in this connection:
a. To raise awareness of the needs of orphaned and other underprivileged children for food, shelter, clothing, medical care, education, and adult supervision.
b. To receive, hold, utilize, administer and dispense gifts and grants and to act without profit as trustee of educational and charitable trusts, insofar as is permitted for corporations exempt from Federal income tax under Section 501 (c)(3) of the Code, and for corporations to which contributions are deductible under Section 170 (c)(2) of the Code.
c. To these ends, to take and hold by bequest, devise, gift, grant, purchase or lease any property, whether real, personal, tangible or intangible, or any undivided interest therein, without limitation as to the amount or value; to sell, convey or otherwise dispose of any income thereof in such manner as in the judgment of the directors will best promote the purposes of the corporation without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, the Certificate of Incorporation, by the By-Laws of the Corporation, or any laws applicable thereto.
d. To do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its directors or officers except as permitted under the Not-For-Profit Corporation Law.
e. In furtherance of the foregoing, the Corporation shall have all general powers enumerated in Section 202 of the Not-For-Profit Corporation Law, together with the power to solicit grants and contributions for Corporate purposes.
ARTICLE III - DIRECTORS
SECTION 1. MANAGEMENT OF THE CORPORATION
The Corporation shall be a membership corporation. The Corporation shall be managed by the board of directors (the "Board"), which shall consist of not less than three but not more than nineteen directors. The number of directors may be increased or decreased by action of the Board of Directors amending these By-Laws, provided that any action of the directors to effect such increase or decrease shall require the vote of a majority of the entire Board, and no such decrease shall shorten the term of any incumbent director. Each director shall be at least nineteen years of age.
SECTION 2. ELECTION AND TERM OF DIRECTORS
At each annual meeting of directors, a slate of proposed directors serving new terms equal to that of those whose terms have expired shall be voted by a majority of the directors then in office for a term of three years.
At the first meeting, after the adoption of these By-Laws, a majority of the directors then in office shall elect one third of total number of directors for a term of one year (class I), one third for a term of two years (class II) and one third for a term of three years (class III), creating three classes of directors. Each class shall be as nearly equal as possible. Each director so elected shall serve until the expiration of such director's respective term and until the earliest of the election and appointment and qualification of such director's successor or such director's death, resignation or removal.
New directors added to the Board in between annual meetings may be voted upon by the majority of the directors then in the office only when such action is considered as an agenda item at a regular or special meeting of the Board. Each director so elected shall serve until the next annual meeting and until the earliest of such director's successor being elected or appointed and qualified or until such director's death, resignation, or removal. New directorship shall be classified so as to maintain equality between the classes of directors.
At the expiration of any term of three years, any director may be reelected.
SECTION 3. REMOVAL OF DIRECTORS
Any director may be removed for cause or without cause by a 2/3 vote of the Board at a regular or special meeting.
SECTION 4. RESIGNATION
A director may resign at any time by giving written notice to the Board. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board, and the acceptance of the resignation shall not be necessary to make it effective.
SECTION 5. QUORUM OF DIRECTORS
Unless otherwise provided in the By-Laws, a majority of the entire Board, but not less than three directors, shall constitute a quorum for the transaction of business. In addition, a majority of the Board's members shall be required to vote in the affirmative to transact business or approve motions at any time during a regular, special, or annual meeting.
Proxies and absentee votes may be used in the transaction of business.
Any action required or permitted to be taken by the Board or by any committee thereof may be taken without a meeting if all members of the Board of Directors or of a committee thereof consent in writing to the adoption of a resolution and the written consents thereto by all of the members of the Board of Directors or of a committee thereof shall be filed with the minutes of the proceedings of the Board of Directors or of a committee thereof as the case may be.
SECTION 6. PLACE AND TIME OF BOARD MEETINGS
The Board may hold its meetings at the office of the Corporation or at such other places, either within or without the New York State, as it may from time to time determine.
The Board Meetings should occur at least quarterly.
SECTION 7. REGULAR ANNUAL MEETING
The regular annual meeting of the Board shall be held in the second quarter of the calendar year.
SECTION 8. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT
Special meetings of the Board may be called by the President or at the request of three or more directors, with at least two days' notice received by each director either personally or by telephone, e-mail, telefax, mail, or by recognized overnight delivery service. Notice of a meeting need not be given to any director who submits a waiver of notice 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. Notice of meeting and agenda must be approved by President and emailed to the BOD.
A majority of the directors present may adjourn any meeting to another time and place. Notice of adjournment shall be given to all directors who were absent at the time adjournment and, unless such time and place are announced at the meeting, to the other directors.
Agendas for meetings of the Board will be e-mailed, mailed or telefaxed to directors at least three business days in advance of a meeting. The Board may vote to modify agendas during the Board's meetings.
SECTION 9. CHAIRMAN
At all meetings of the Board, the President or in his absence, V-ce President or a chairman chosen by the Board shall preside.
SECTION 10. EXECUTIVE COMMITTEE
The executive committee shall consist of the President, any Vice Presidents, Secretary and Treasurer (the "Executive Committee") and should be elected every year. The President shall not hold the position for more than two consecutive years. It shall meet at the call of the President or a majority of the Executive Committee members, with at least one day's notice by telephone, telefax, or e-mail. A majority of the Executive Committee shall constitute a quorum. Such a quorum must be present in order to transact business.
The Executive Committee shall transact necessary business between the Board meetings and all business referred to it by the Board.
Among its other duties, and in the absence of an opportunity to gain the Board of Directors' approval, the Executive Committee shall have responsibility for issuing approval of the Corporation's proposed fiscal role, financial obligation, and general programmatic involvement in any grant application, fundraising activity, sponsored program, or educational initiative in which the Corporation participates. Such approval shall be reported to the Board of Directors at its next meeting. The Executive Committee shall have authority to obligate the Foundation's funds in such matters, not to exceed an amount equal to twenty five (25%) percent of the Foundation's bank assets at the time of deliberation.
SECTION 11. STANDING AND AD HOC COMMITTEES
The Board, by resolution adopted by a majority of the entire Board, may designate from among Board members and non-members, such standing and ad hoc committees as may be advisable to carry out the Corporation's business. Each such committee shall serve at the pleasure of the Board. The chairman of such committees shall be appointed by the Board, or as otherwise prescribed in the Corporation's By-Laws.
SECTION 12. BUDGET AND FINANCE COMMITTEE
The Budget and Finance Committee shall be chaired by the Treasurer, and shall consist of at least two other Board members. It will have responsibility for:
a. Developing and monitoring the Corporation's organizational budget;
b. Developing and monitoring special project budgets;
c. Auditing the accounts of the Corporation at the end of each corporate year, and determining its financial condition, in concert with a professional auditor as may be required;
d. Making financial recommendations to the Board of Directors (or in its absence, the Executive Committee) including, but not limited to, the Corporation's proposed and/or actual financial role and obligation in any grant-funded program, fundraising project, or other activity with which the Corporation is associated;
e. Reviewing all proposed and/or actual expenditures or financial obligations in excess of $1,000.00, not already reviewed by the Board of Directors or the Executive Committee;
f. Assisting the Treasurer in his responsibilities to the Board;
g. Carrying out such other responsibilities as are assigned to it by the Board of Directors or Executive Committee.
SECTION 13. NONLIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 14. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The Foundation shall indemnify person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person, or such person's testator or intestate, is or was a director or officer of the Foundation, a committee member who is not a director or officer of the Foundation, or an employee or agent of the Foundation designated for indemnification by the Board, or is or was serving at the request of the Foundation as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (hereinafter all referred to more generally as, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person as a result of such action, suit or proceeding to the full extent permitted by applicable law, upon such determination having been made as to such person's good faith and conduct as is required by applicable law.
Expenses incurred in defending a civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Foundation in advance of the final disposition of such action, suit or proceeding to the extent, if any, authorized by the Board in accordance with the provisions of applicable law, upon receipt of an undertaking by or on behalf of the indemnified party to repay all or a portion of such amount if it shall ultimately be determined that such indemnified party is not entitled to be indemnified by the Foundation or that the expenses so advanced exceed the indemnification to which the indemnified party is entitled.
SECTION 15. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these By-Laws or provisions of law.
ARTICLE IV - OFFICERS
SECTION 1. OFFICES, ELECTION, TERM
From among its own Directors, the Board may elect or appoint a President, a Vice President, a Secretary, and a Treasurer, and such other officers as it may determine, who shall have such duties, powers, and functions as hereinafter provided.
At each annual meeting of the Board of Directors, a slate of proposed officers shall be presented by the outgoing directors to the incoming class of directors, who shall vote upon said slate of nominations.
Each officer's term shall last one year in duration, unless an individual is elected to serve a portion of an unexpired term in the event of a vacancy. Any officer serving more than one half of a term shall be credited with having served that entire term. All officers shall be elected or appointed to hold office until the annual meeting of the Board. Each officer shall hold office for the term for which he is elected or appointed or until he resigns or is removed.
The Board may fill vacant officer positions by a vote of a majority of the directors then in office. An officer elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.
SECTION 2. REMOVAL
Any officer elected or appointed by the Board may be removed by the Board with or without cause. Any two or more offices may be held by the same person, except the offices of President and Secretary.
SECTION 3. RESIGNATION
Any officer may resign at any time by giving written notice to the President. The resignation shall take effect at the time specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 4. PRESIDENT
The President shall have the following duties:
a. He shall preside at all meetings of the board and the executive committee;
b. He shall have the general management of the affairs of the Corporation and shall see that all orders and resolutions of the board are carried into effect;
c. He shall serve as an ex officio member of all standing committees;
d. He shall coordinate the work of the officers and committees in order that the Corporation's purposes are achieved;
e. He or his designee shall serve as the designated spokesman of the Corporation in communicating with the general public and the news media;
f. The President and Vice President may sign checks if the Treasurer is not available, provided that if the check is in excess of $500.00, it is countersigned by one other individual authorized to do so by the Board.
SECTION 5. TREASURER
a. The Treasurer shall have the care and custody of all the funds and securities of the Corporation, and shall deposit said funds in the name of the Corporation in such bank or trust company as the directors may elect;
b. He shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation, when countersigned by the president;
c. He shall also sign all checks drafts, notes, and orders for the payment of money, which shall be duly authorized by the Board of Directors and shall be countersigned by another authorized individual when exceeding the amount of $500.
d. He shall at all reasonable times exhibit his books and accounts to any director of the corporation upon application at the office of the Corporation during ordinary business hours;
e. He shall present a financial statement at every meeting of the Board of Directors, and at such other times as requested by the Board;
f. At each annual meeting, the treasurer shall present a written accounting of the Corporation's financial status, including the year's expenses and revenues, which sets forth in full the financial condition of the Corporation;
g. The Treasurer shall serve as chairman of the budget and finance committee, and shall see to the execution of the committee's responsibilities as described in the By-Laws.
SECTION 6. SECRETARY
a. The Secretary shall keep the minutes of the meetings of the Board of Directors and the Executive Committee. Approved minutes should be signed by Secretary and kept in the safe place with other permanent records of the corporation.
b. He shall have the custody of the seal of the Corporation and shall affix and attest the same to documents when duly authorized by the board of directors;
c. He shall attend to the giving and serving of all notices of the Corporation, and shall have charge of such books and papers as the board of directors may direct, including but not limited to a permanent file of the certificate of incorporation, By-Laws, letter of tax-exempt status, minutes, committee reports, membership lists, and corporate records book;
d. He shall attend to such correspondence as may be assigned to him, and perform all the duties incidental to his office.
SECTION 7. TRANSITION OF OFFICE
All officers shall turn over to the President or the officer's successor, all pertinent records, books, materials, and documents, and shall return to the treasurer all Corporation funds in his possession, without delay upon the expiration of the term of office or in case of resignation.
ARTICLE V – STAFF
From time to time, the Board of Directors may employ such staff and personnel with such titles as the Board of Directors shall determine according to available administrative funds and needs of Corporation. The Board of Directors may from time to time establish the rate of compensation and benefits for the staff personnel.
ARTICLE VI – GRANTS AND OTHER EXPENDITURES
Grants, gifts, contributions, or other distributions for the advancement of charitable purposes shall be made only if specifically authorized by the Board of Directors.
The Board of Directors shall at all times maintain complete control and discretion over the distribution of funds and shall not enter into any agreement with any person or organization that would in any way limit such control or discretion.
The Board of Directors shall not represent to any person from whom it solicits or receives gifts, grants, bequests, or contributions that any funds received will be distributed other than at the discretion of the Board.
The Board of Directors shall authorize two people to sign checks, at least one director and another person.
The Board of Directors may, in its absolute discretion, refuse any conditional or restricted gifts, grant, bequest, or contribution and return to the donor any such contribution actually received.
ARTICLE VII - ASSOCIATE MEMBERS
SECTION 1. DETERMINATION AND RIGHTS OF ASSOCIATE MEMBERS
For a coherent organizational growth Corporation shall set the path for volunteers to follow if they wish to get more involved and differentiate their own contributions.
SECTION 2. QUALIFICATIONS OF MEMBERS
Any natural person interested in the purpose set forth in Article 2 of these By-Laws and with the willingness to contribute efforts and/or resources to the furtherance of these aims shall be qualified for membership.
SECTION 3. ADMISSION OF ASSOCIATE MEMBERS
To be eligible for membership, a person or entity must be nominated by any one of the following:
• the Board of Directors
• the Corporation staff
• three Associate Members of the corporation in good standing
Nominees shall be admitted by a simple majority vote of the members of the corporation with current voting status.
SECTION 4. VOTING STATUS
Associate Members are a class of membership which does not have voting rights on corporation issues
SECTION 5. MEMBERS IN GOOD STANDING
A member in good standing shall be eligible for membership privileges set by the Board of Directors which maybe amended from time to time.
The Board of Directors may temporarily revoke the good standing of a member by one of the following means:
• With cause the threshold for revocation shall be a simple majority.
• Without cause the threshold for revocation shall be a 2/3 absolute majority.
A revocation of a member's good standing shall include either an expiration date not more than one year in the future or a condition that must be met in order to restore the member's good standing.
A member whose contact information is not current and cannot be contacted by customary methods for 90 days shall automatically lose good standing until up to date contact information is submitted to the corporation.
SECTION 6. NUMBER OF MEMBERS
There is no limit on the number of members the corporation may admit.
SECTION 7. MEMBERSHIP RECORDS
The corporation shall keep membership records containing the name and address of each member. Termination of the membership of any member shall be recorded in the records, together with the date of termination of such membership. Such records shall be kept in electronic form at the corporation's principal office or in the possession of an officer of the corporation.
SECTION 8. NONLIABILITY OF MEMBERS
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
SECTION 9. NONTRANSFERABILITY OF MEMBERSHIPS
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death.
ARTICLE VIII - SEAL
The seal of the Corporation shall be as follows:
CHILDREN'S SMILE FOUNDATION
CORPORATE SEAL 2003
NOT FOR PROFIT
ARTICLE IX - CONSTRUCTION
If there is any conflict between the provisions of the Certificate of Incorporation and these By-Laws, the provisions of the Certificate of Incorporation shall govern. If there is lack of specified procedures to be followed in conducting the affairs of the Board of Directors or its committees, the applicable portions of Roberts Rules of Order Revised shall serve as a guide. Any clause in the Certificate of Incorporation or bylaw duly adopted by the Board shall supersede Roberts Rules of Order Revised.
ARTICLE X - AMENDMENTS
From time to time circumstances may require revision of the Corporation's By-Laws. Such revisions may include, but not be limited to, amendments, deletions, stylistic modifications, formatting and new articles and By-Laws to be adopted. The By-Laws may be adopted, amended or repealed in whole or in part by a two thirds majority vote of the Board's members at any regular, special or annual meeting of the Board of Directors. Such action shall be duly recorded by the Secretary.