AUV’s mission is different, innovative, and holistic:

         We hire and train unemployed post 9/11 vets to help them help themselves.

Bylaws

BYLAWS

OF

Advantage US Vets Inc

A NEW YORK NOT FOR PROFIT CORPORATION

 

 

TABLE OF CONTENTS

ARTICLE I. DESCRIPTION

ARTICLE II. MISSION AND PURPOSE

ARTICLE III. BOARD OF  TRUSTEES

ARTICLE IV. OFFICERS

ARTICLE V. EXECUTIVE DIRECTOR

ARTICLE VI. INDEMNIFICATION

ARTICLE VII. CONFLICTS OF INTEREST AND EXCESS BENEFIT TRANSACTIONS

ARTICLE VIII. INSTRUMENTS, SAFE DEPOSIT BOXES, AND PROPERTY OF THE CORPORATION

ARTICLE IX. FISCAL MATTERS

ARTICLE X. SEAL

ARTICLE XI. BOOKS AND RECORDS

ARTICLE XII. ADOPTION, REVIEW, AND AMENDMENT

ARTICLE XIII. MISCELLANEOUS

 

ARTICLE I. DESCRIPTION

Section 1.1. Name. The name of the corporation is Advantage US Vets Inc (hereinafter, the "Corporation" or "Advantage").

Section 1.2. Organization. The Corporation was organized under and is governed by the New York Not-for-Profit Corporation Law.

Section 1.3. Principal Office. The principal office of the Corporation shall be maintained in the town of Clayville, State of New York.

The Corporation may also maintain offices at such other places within or without the United States as the Board of Trustees may, from time to time, determine.

 

ARTICLE II. MISSION AND PURPOSE

Section 2.1 Our mission is to serve returned veterans who deserve an opportunity to learn new skills, to work for their shelter, food, and clothing, a new start in American life.  The need is compelling to provide life-giving opportunities during their transition(to provide a calm, secure and rewarding learning experience for unemployed veterans during their transitions from active military duty to life as honorably discharged civilians)

Section 2.2 –a small charitable service to reciprocate their courageous service. By hiring unemployed veterans to learn while working on a small, sustainable Upstate New York farmstead.

Section 2.3 To earn a paycheck and employee benefits for their work. As the country’s debt crisis grew we added a significant goal:

Section 2.4 To lessen the burden of government while making a small dent in local unemployment figures, and turning unemployed citizens into taxpayers. To expand our charitable service to the general public, we planned the animal rescue shelter program. 

Section 2.5 The corporation is formed as a non-profit organization to provide employment, training, and education to unemployed veterans returned to Upstate New York from overseas military missions through the acquisition of a farming facility.  Advantage US Vets will then hire veterans to work on a farmstead located in Herkimer County, New York to farm and operate a small-scale bed & breakfast guesthouse.  To do any other act or thing incidental to or connected with the foregoing purposes or in the advancement thereof, but not for pecuniary profit or financial gain of its trustees or officers. 

 

ARTICLE III BOARD OF TRUSTEES

Section 3.1. General Powers. The activities and affairs of the Corporation shall be managed by a board of Trustees, which shall be known and referred to in these By Laws as the "Board of Trustees" or the "Board." In connection therewith and in consultation with the Executive Council, the Board shall be responsible for oversight of all activities of the Corporation. The Board of Trustees shall have control of the funds and other property of the Corporation, and shall facilitate the business of the Corporation. 

Section 3.2. Responsibilities. The Board shall have the following responsibilities:

  1. establish an Executive Council;
  2. provide for staff support and advise and direct staff efforts to support the business and programs of Advantage
  3. oversee the financial affairs of Advantage; 
  4. establish guidance for Officers, Trustee, and members of the Executive Council to promote a culture of ethics and compliance with all applicable laws; and
  5. conduct other such activities as are necessary to carry out the provisions of the Certificate of Incorporation, these By-Laws, and the purposes of the Corporation.

Section 3.2. Number. There shall be five to twelve  members of the Board, consisting of  four to eleven individual members and/or Officers and the Executive Director. The Board may from time to time reduce or increase the number of Trustees, but in no event shall there be fewer than three (3) Trustees.

Section 3.4. Trustees. 

Section 3.4.1. Elected Trustee. Any Individual  is eligible to serve as a Trustee. The  Trustees shall be elected by the standing Board. At each annual meeting after the initial election, Trustees shall be elected for a term of two years to replace those whose terms shall expire. 

Section 3.5. Quorum. At all meetings of the Board of Trustees, a quorum shall consist of a majority of the entire Board. 

Section 3.6. Newly Created Trustee Positions and Vacancies. Unless otherwise provided herein, newly created Trustee positions resulting from an increase in the size of the entire Board and vacancies in the Board resulting from death, resignation, or removal of any Trustee may be filled at any annual meeting of the Board of Trustees or, if that purpose is stated in the notice of the meeting, at any other meeting of the Board, by a vote of a majority of the Trustees then in office even if no quorum is present. Any Trustee elected to fill a vacancy resulting from resignation, death, or removal of a Trustee shall be elected to hold office for the unexpired term of his or her predecessor.

Section 3.7. Meetings. 

Section 3.7.1. Annual Meeting. The Board of Trustees shall hold an annual meeting  in September. 

Section 3.7.2. Regular Meetings. Regular meetings shall be held not less frequently than quarterly, and also may be held at such time and place as the Board may determine. Notice, if any, of regular meetings must be given in the manner determined by the Board. Notice shall include the time, location, and agenda of the meeting. 

Section 3.7.3. Special Meetings. The Board shall hold a special meeting whenever such a meeting is called: (i) by the Chair, or (ii) by the Secretary-Treasurer upon the written demand of a majority of the Trustees then in office. Special meetings of the Board shall be held at such time and place as may be fixed by whichever of the Chair or the Secretary-Treasurer (upon demand as described above) called the meeting. Notice of special meeting must be given to each Trustee by delivering personally to him or her at least one (1) day prior to the meeting, or by mailing the notice to him or her at least seven (7) days prior to the meeting at the last address furnished by him or her to the Corporation. Notice of special meetings must state the purpose(s) for which the meeting is being called. 

Section 3.7.4. Meetings of the Board Generally. Any meeting of the Board of Trustees at which all the members are present in person, or of which notice has been given in accordance with these By Laws or has been duly waived by all absentees before or after the meeting, shall be valid for all purposes provided a quorum be present. At all meetings of the Board, each Trustee entitled to vote shall be entitled to one vote. The vote of a majority of the Board present at the time of a vote, if a quorum is present at the time, shall be the act of the Board except as required by Section 3.9. of this Article III.

Section 3.8. Resignation. Any Trustee may resign at any time by written notice delivered in person or sent by mail to the Chair, the Secretary-Treasurer, or the Board. Any such resignation shall take effect at the time specified in the notice or, if not so specified, then immediately upon receipt. Unless specifically requested, acceptance of any such resignation shall not be necessary for its effectiveness.

Section 3.9. Removal. The Chair may recommend that the Board remove any elected member of the Board who is absent from three consecutive meetings. Except as provided by law, any Trustee may be removed from office at any time, with cause, by the vote of two thirds (2/3) of the Trustees then in office. 

Section 3.10. Compensation. Trustees shall serve in that capacity without compensation, although the Board of Trustees may provide for reimbursement of the expenses of Trustees. Nothing contained in these By Laws, however, shall prohibit any Trustee from receiving compensation, subject to Section 9.2. of Article IX of these By Laws, for serving the Corporation in a capacity other than Trustee if so provided by the Board.

Section 3.11. Unanimous Consent of Trustees in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board of Trustees or any committee may be taken without a meeting if all of the members of the Board or committee, as the case may be, consent in writing to the adoption of a resolution authorizing such action. The resolution and the related written consents by the members of the Board or committee must be filed with the minutes of the proceedings of the Board or committee.

Section 3.12. Telephonic Attendance of Meetings. Members of the Board of Trustees or any committee may participate in a meeting of the Board or committee, as the case may be, by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another; such participation in a meeting shall constitute presence in person at such meeting.

Section 3.13. Committees of the Board. Except as otherwise provided in the By Laws, the Board of Trustees may by resolution of the majority of the entire Board designate from among its members an executive committee and other standing and ad hoc committees each of which shall consist of three (3) or more Trustees who shall serve at the pleasure of the Board. Each such committee shall have such power and authority, and be subject to such restrictions, as may be determined by the Board of Trustees, except that no such committee shall have the power to (a) fill vacancies in the Board or in any committee, (b) fix compensation of Trustees, (c) amend or repeal any resolution of the Board that by its terms shall not be so amended or repealed, (d) adopt, amend or repeal bylaws; or (e) take any action precluded by law. Each committee shall maintain minutes of its proceedings and report to the Board of Trustees as required by the Board. For each committee, a quorum shall consist of a majority of the persons then serving on that committee. 

Section 3.13.1. Finance Committee. There shall be a committee of the Board for the purpose of financial oversight which shall be called the Finance Committee. The Finance Committee shall have as its purposes to: (1) provide oversight to all asset management issues, (2) review and recommend providers of services for financial and fiduciary management, (3) review and recommend the annual operating budget for the Corporation, (4) review and recommend the annual capital expenditures budget for the Corporation, (5) monitor actual financial activities in comparison to the operating and capital financial plan approved by the Board, (6) determine a plan of compensation for the Corporation staff, and (7) recommend the appointment of, and evaluate the performance of, the Corporation's independent auditors. 

Section 3.13.2. Nominating Committee. There shall be a committee of the Board for the purpose of nominating candidates for the Board of Trustees and Officers. The nominating committee shall, before each July first (July 1st) provide the Secretary -Treasurer a slate of candidates for any open position.

Section 3.14. Executive Council. The Board shall create an Executive Council to facilitate the programs and projects of Advantage to extent permitted under applicable law. The Executive Council shall have the following responsibilities:

  1. develop and present an agenda for the meetings of the Executive Council;
  2. establish Projects or Work Groups;
  3. review and approve formal reports reflecting final work products or recommendations of Advantage;
  4. communicate regularly with legislative leadership regarding progress on key initiatives and on findings and recommendations; and
  5. conduct such other activities as are necessary to carry out the objectives of Advantage to the extent consistent with these By-Laws, the Certificate of Incorporation, and applicable law.

Section 3.14.1. Members of the Executive Council. The Executive Council should reflect a broad range of diversity and shall consist of the following: (1) the members of the Board of Trustees; (2) ex officio members; (3) the chairs, co-chairs, or leaders of all Projects and Work Groups; and (4) the immediate past Chair. There shall be a chair of the Executive Council (the "Executive Council Chair"), a Vice-Chair of the Executive Council, and a Secretary-Treasurer of the Executive Council as provided in Article V, Section 5.2 of these By-Laws. Except for the Board of Trustee members of the Executive Council, all members of the Executive Council shall begin their terms at the October meeting of the Executive Council. 

Section 3.14.2. Executive Council Membership Eligibility. If a member of the Executive Council loses eligibility for Executive Council membership, he or she shall promptly notify the Executive Council Chair of the change in status. Unless otherwise provided for herein, in that event or if a vacancy in the Executive Council occurs, the Executive Council Chair may appoint a Member to serve the remainder of that member's term. 

Section 3.14.3. Meetings of the Executive Council. The Executive Council shall meet monthly, unless otherwise determined by the Executive Council. The times, locations, and agendas of all monthly meetings of the Executive Council shall be announced in advance and open to all Members. Minutes of the proceedings shall be maintained and made available to Members. A number equal to one more than half of the total number of Executive Council members shall constitute a quorum. All questions before a quorum of the Executive Council, or put to members of the Executive Committee by mail, shall be decided by a majority of those present and voting or by a majority of mail ballots received. Meetings of the Executive Council shall be open to all Members.

Section 3.14.4 Projects and Work Groups. The Executive Council may, from time to time, create, alter, and abolish Projects and Work Groups, or similar bodies charged with programmatic or other assignments in order to sustain ongoing activities of Advantage. Projects and Work Groups may be proposed by any Member and may be considered by the Executive Council at any regular meeting. 

  1. Meetings and Minutes. Following the creation of a Project or Work Group, an organizational meeting initiating the Project or Work Group shall be announced; all Members shall be entitled to attend such meeting. Thereafter, Projects and Work Groups shall meet as needed in accordance with an agenda set forth by their chairs or leaders and minutes shall be prepared for the Executive Trustee by the chairs or leaders in order to maintain a record of activities, participation, and progress. 
  2. Chairs and Leaders. Chairs or leaders of Projects and Work Groups shall be selected in accordance with the procedures governing the Projects and Work Groups and shall be approved by the Executive Council. The chairs or leaders of Projects and Work Groups shall serve as voting members of the Executive Council. Each chair or leader shall serve a two (2) year term and may be reappointed for consecutive terms. The Executive Council, upon approval by a three-fourths (3/4) majority of those present and voting, may remove a chair or leader. 
  3. Continuation and Termination. All current Projects and Work Groups shall be reviewed at the annual meeting of the Executive Council. The chairs or leaders of each Project and Work Group shall make a recommendation as to whether such Project or Work Group should continue or be discontinued, and the Executive Council shall act on these recommendations

 

ARTICLE IV-OFFICERS

Section 4.1. Officers. The officers of the Corporation shall consist, in order of succession, of a Chair, Vice Chair, a Secretary, Treasurer, and such other officers as are authorized by the Board (the "Officers"). The Vice Chair also shall serve as the Chair-Elect and the Secretary,Treasurer shall serve as the Vice Chair-Elect. All Officers shall be elected by the Board at the annual meeting of the Board from slates of candidates eligible and willing to serve. Those receiving the highest number of votes shall be elected. The Board may elect one or more additional officers and one or more assistants to any of the Officers or additional officers, who shall serve for such terms and, subject to these By Laws, have such duties, powers and privileges as may be prescribed by the Board. One person may hold two or more offices at the same time, except that the Chair and the Secretary,Treasurer may not be the same person.

Section 4.2. Authority and Duties. The Officers shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-Laws, or to the extent not so provided, by the Board of Trustees. The Chair, Vice-Chair, and Secretary, Treasurer may also serve as the Chair, Vice-Chair, and Secretary, Treasurer of the Executive Council.

Section 4.3. Terms of Office. The term of each Officer shall be one year. The Vice Chair shall succeed the Chair, the Secretary, Treasurer shall succeed the Vice Chair and a Secretary, Treasurer, and any other officers authorized by the Board, shall be elected annually. Any person elected Secretary, Treasurer shall automatically remain an Officer for a length of time that allows him or her to succeed to the position of Chair. The terms of Officers shall run from the first of October (October 1st) of the year of election.

Section 4.4. Resignation. Any Officer may resign at any time by written notice delivered in person or sent by mail to the Chair, the Secretary, Treasurer or the Board of Trustees. Any such resignation shall take effect at the time specified in the notice or, if not so specified, then immediately upon receipt. Unless specifically requested, acceptance of any such resignation shall not be necessary for its effectiveness.

Section 4.5. Removal. Any Officer may be removed at any time, with or without cause, by the Board of Trustees.

Section 4.6. Bonds and Other Security. If required by the Board of Trustees, any Officer or assistant officer, or the Executive Director, of the Corporation must give a bond or other security for the faithful performance of his or her duties, in the amount and with such surety or sureties as the Board may direct.

Section 4.7. Compensation. Officers and assistant officers shall not be compensated for services on behalf of the Corporation in those capacities, but the Board may provide for reimbursement of the expenses of Officers or assistant officers.

Section 4.8. Succession. In the event of resignation, removal, or other vacancy of the Chair, Vice-Chair, or Secretary, Treasurer, that Officer's position shall be occupied by the Officer holding the position immediately following in order of succession (e.g., Chair, then Vice-Chair, and then Secretary, Treasurer) to complete the unexpired term. A new Secretary-Treasurer shall then be elected by the Board to complete the unexpired term.

Section 4.9. Chair. The Chair shall preside over all meetings of the Members, the Board of Trustees, and the Executive Council. The Chair or his or her designee shall represent Advantage in meetings and communications with other organizations and individuals, and, with the approval of the Executive Council, shall establish Projects and Work Groups. 

Section 4.10. Vice Chair. The Vice Chair shall serve as liaison between the Board of Trustees, the Executive Council, and the chairs and leaders of Projects and Work Groups, and shall serve as the Chair when required. 

Section 4.11. Secretary, Treasurer. The Secretary, Treasurer shall attend all meetings of the Board and all meetings of the Members and record all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary, Treasurer shall have the care and custody of the corporate funds and other valuable effects, shall keep full and accurate accounts of receipts and disbursements in book belonging to the Corporation, shall deposit all monies and other valuable effects in the name and the credit of the Corporation in such depositories as may be designated by the Board, shall disburse the funds of the Corporation as may be ordered by the Board, and shall render to the Chair and Trustees, at the regular meetings of the Board, or whenever they may require it, an account of all transactions of the Corporation and of the financial condition of the Corporation. 

Section 4.12. Miscellaneous. The outgoing Chair may serve as a liaison for all Projects and Work Groups as requested by the Chair during the year following service and beyond if elected to serve on the Executive Council.

 

ARTICLE V-EXECUTIVE DIRECTOR

Section 5.1. Executive Director. The Board shall designate an Executive Director of Advantage, and fix the compensation therefor, who shall be contracted by, and directly responsible to the Board. The Executive Director shall be responsible for the administration and management of Advantage. The Executive Director shall direct the staff organization and shall participate in all regular meetings of the Board of Trustees. The Executive Director shall be responsible for carrying out the objectives of Advantage, subject to such written policies, directions and procedures as may be established form time to time by the Board. As the contracted senior management executive of Advantage, the Executive Director shall be responsible for office staffing and for the day-to-day operation of Advantage. The contract with the Executive Director shall include authority to hire and terminate staff in accordance with applicable New York State and Federal law. 

 

ARTICLE VI- INDEMNIFICATION

Section 6.1. Indemnification. The Corporation shall indemnify to the fullest extent now or hereafter provided for or permitted by law each person involved in, or made or threatened to be made a party to, any action, suit, claim or proceeding, arbitration, alternative dispute resolution mechanism, investigation, administrative or legislative hearing or any other actual, threatened, pending or completed proceeding, whether civil or criminal, or whether formal or informal, and including an action by or in the right of the Corporation or any other corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise, whether profit or non profit (any such entity, other than the corporation, being hereinafter referred to as an "Enterprise"), and including appeals therein (any such process being hereinafter referred to as a "Proceeding"), by reason of the fact that such person, such person's testator or intestate (i) is or was a trustee or Officer of the Corporation, or (ii) while serving as a Trustee or Officer of the Corporation, is or was serving, at the request of the Corporation, as a Trustee, Officer, or in any other capacity, any other Enterprise, against any and all judgments, fines, penalties, amounts paid in settlement, and expenses, including attorneys fees, actually and reasonably incurred as a result of or in connection with any Proceeding, or any appeal therein, except as provided in Section 6.2. of this Article VII.

Section 6.2. Limitation on Indemnification. No indemnification shall be made to or on behalf of any such person if a judgment or other final adjudication adverse to such person establishes that such person's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled. In addition, no indemnification shall be made with respect to any Proceeding initiated by any such person against the Corporation, or a trustee or officer of the Corporation, other than to enforce the terms of this Article VII, unless such Proceeding was authorized by the Board of Trustees. Further, no indemnification shall be made with respect to any settlement or compromise of any Proceeding unless and until the corporation has consented to such settlement or compromise.

Section 6.3. Notice of Proceeding. Written notice of any Proceeding for which indemnification may be sought by any person shall be given to the Corporation as soon as practicable. The Corporation shall then be permitted to participate in the defense of any such proceeding or, unless conflicts of interest or position exist between such person and the corporation in the conduct of such defense, to assume such defense. In the event that the Corporation assumes the defense of any such Proceeding, legal counsel selected by the Corporation shall be acceptable to such person. After such an assumption, the Corporation shall not be liable to such person for any legal or other expenses subsequently incurred unless such expenses have been expressly authorized by the Corporation. In the event that the Corporation participates in the defense of any such Proceeding, such person may select counsel to represent such person in regard to such a Proceeding; however, such person shall cooperate in good faith with any request that common counsel be utilized by the parties to any Proceeding who are similarly situated, unless to do so would be inappropriate due to actual or potential differing interests between or among such parties.

Section 6.4. Presumption Regarding Indemnification. In making any determination regarding any person's entitlement to indemnification hereunder, it shall be presumed that such person is entitled to indemnification, and the Corporation shall have the burden of proving the contrary.

Section 6.5. Rights Not Exclusive. The rights to indemnification and advancement of expenses granted by or pursuant to this Article VII: (i) shall not limit or exclude, but shall be in addition to, any other rights which may be granted by or pursuant to any statute, corporate charter, by law, resolution of Members or Trustee or agreement; (ii) shall be deemed to constitute contractual obligations of the Corporation to any trustee or Officer who serves in a capacity referred to in Section 7.1. of this Article VII at any time while this Article VII is in effect; (iii) shall continue to exist after the repeal or modification of this Article VII with respect to events occurring prior thereto; and (iv) shall continue as to a person who has ceased to be a trustee or Officer and shall inure to the benefit of the estate, spouse, heirs, executors, administrators or assigns of such person. It is the intent of this Article VII to require the Corporation to indemnify the persons referred to herein for the aforementioned judgments, fines, penalties, amounts paid in settlement, and expenses, including attorney's fees, in each and every circumstance in which such indemnification could lawfully be permitted by express provisions of by laws, and the indemnification required by this Article VI shall not be limited by the absence of an express recital of such circumstances

 

ARTICLE VII CONFLICTS OF INTEREST AND EXCESS BENEFIT TRANSACTIONS

Section 7.1. Conflicts of Interest. The Corporation recognizes that the skills, talents and relationships of its Officers, trustees, employees and persons or entities with whom it has a contractual relationship ("contractors") are among its richest assets. The Corporation is also aware that acquiring goods or services from, or engaging in transactions with, its Officers, trustees, employees or contractors or members of their families or entities in which they have a financial interest or with which they are affiliated (such persons and entities are referred to collectively as "Interested Parties") may create an appearance of impropriety. In order to protect the Corporation against any improper appearance, the Board shall adopt a Conflict of Interest and Compensation Policy that shall restrict the Corporation's business dealings with Interested Parties, including but not limited to appropriate procedures for determining compensation, that shall be at least as stringent as the following:

  1. The Corporation may acquire goods or services from, or otherwise transact business with, an Interested Party if the Board determines in its judgment that the goods or services provided to the Corporation are, or the transaction is, on terms no less advantageous to the Corporation than the terms that are available to the Corporation from third parties. If an Interested Party offers terms which are as advantageous to the Corporation as terms offered by another vendor, the Corporation may, but shall not be required to, consider other benefits derived by it from the Interested Party (e.g., past or anticipated services rendered or financial support) in selecting between otherwise equally desirable vendors.
  2. Whenever the Corporation is considering acquiring goods or services from, or entering into a transaction with, an Interested Party, the details that create the Interested Party relationship shall be disclosed to the Corporation in writing. A copy of the disclosure shall be supplied to the Board.
  3. The Corporation shall enter into a transaction with an Interested Party (an "Interested Party Transaction") only if the Board is made aware of the information referred to in Section 8.1.(b) of this Article and the majority of the trustees then serving approve the transaction as being fair and in the best interests of the Corporation. For purposes of the preceding sentence, any trustee who is (or has an interest in or is related to) the Interested Party that is a party to a proposed transaction shall not be considered a trustee (including, without limitation, for the purpose of determining a quorum), shall not participate in the vote on the transaction, and shall not attend any meeting while the approval of the transaction is considered. Notwithstanding the foregoing, however, prior approval of the Board of Trustees shall not be required if the transaction falls below a de minimis threshold established by the Board.
  4. Procedures for determining compensation of Interested Parties which shall ensure that the compensation paid to an Interest Party is objectively reasonable.

Section 7.2. Excess Benefit Transactions. No Trustee, Officer, employee or contractor of the Corporation, nor any other person with substantial influence over the Corporation (such as a substantial donor), nor parties related to them ("disqualified persons"), may engage in a transaction which would be regarded as "excess benefit transaction" (as such terms is or are defined in the Code) between the Corporation and the disqualified person. "Excess benefit transactions" shall include: unreasonably high compensation paid to senior employees or independent contractors of the Corporation, sales of assets of the Corporation to disqualified persons at less than fair market value and purchases by the Corporation of goods from a disqualified person at higher than fair market value. Any transaction between a disqualified person and the Corporation, shall be conducted in accordance with procedures creating a "rebuttable presumption" that a transaction does not confer excess benefits. 

 

ARTICLE VIII-INSTRUMENTS, SAFE DEPOSIT BOXES, AND PROPERTY OF THE CORPORATION

Section 8.1. Instruments. Except as otherwise required by law or by these By Laws, checks, drafts, orders for payment of money, negotiable instruments and other instruments may be signed, executed and delivered, in the name and on behalf of the Corporation, by the Chair, Vice-Chair, Secretary-Treasurer, or the Executive Director of the Corporation, or any other Officer or assistant officer as the Board may from time to time designate. That authority may be general or confined to specific instances, as the Board may determine. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts, orders for the payment of money, negotiable instruments and other instruments that are payable to the order of the Corporation may be endorsed, assigned and delivered by any Officer or agent of the Corporation or the Executive Director. For all instruments valued more than one thousand dollars ($1,000), the instrument must bear the signature of at least two authorized signatories, one of whom shall be the Secretary, Treasurer, Chair or Vice-Chair. 

Section 8.2. Safe Deposit Boxes. Any Officer or Officers (including assistant officers) as may be designated from time to time by the Board and the Executive Director shall have access to any safe of the Corporation in the vault of any safe deposit company. 

Section 8.3. Assets and Property. Any Officer or Officers (including assistant officers) as may be designated from time to time by the Board and the Executive Director shall have the power to control and direct the disposition of any assets or property of the Corporation deposited in the custody of any trust company, bank or other custodian. For any disposition valued at more than one thousand dollars ($1,000), the disposition must be authorized by at least two authorized Officers or an Officer and the Executive Director. 

 

ARTICLE IX-FISCAL MATTERS

Section 9.1. Fiscal Year. The fiscal year of the Corporation shall end on December 31 unless otherwise determined by the Board.

Section 9.2. Corporate Net Earnings. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, Trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered to it and make payments and distributions in furtherance of the purposes set forth in this certificate of incorporation. No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code (the "Code")), and the Corporation shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. 

Section 9.3. If Corporation Deemed Private Foundation. Notwithstanding any other provision of these By-Laws, in any taxable year in which the Corporation is deemed to be a private foundation as defined in Section 509 of the Code, the provisions of this Section 10.3. shall apply: (a) the trustees shall distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code, and (b) the trustees shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code; nor retain any excess business holdings as defined in Section 4943(c) of the Code; nor make any investments in such manner as to incur tax liability under Section 4944 of the Code; nor make any taxable expenditures as defined in Section 4945(d) of the Code, or corresponding provisions of any subsequent federal tax laws.

 

ARTICLE X-SEAL

Section 10.1. Seal. The Board may adopt a corporate seal for the Corporation, which seal shall be circular in form and have inscribed on it the name of the Corporation, the year of its organization, and the words "Corporate Seal" and "New York."

 

ARTICLE XI-BOOKS AND RECORDS

Section 11.1. Books and Records. The books and records of the Corporation shall be kept in such manner as the Board of Trustees may direct.

 

ARTICLE XII-ADOPTION, REVIEW, AND AMENDMENT

Section 12.1. Adoption. The by-laws of the Corporation may be adopted at any regular meeting by majority vote of the total voting membership of the Members or the Board.

Section 12.2. Review. These By-Laws shall be reviewed periodically for consideration of amendments in order to maintain Advantage as an organization fully responsive to its membership. 

Section 12.3. Amendment. These By-Laws may be amended or repealed, or new by-laws adopted, by the vote of the Board of Trustees at any meeting of the Board provided that the notice of the meeting states that purpose and describes any text proposed to be deleted and sets out any text proposed to be added, or otherwise describes the proposed amendment. Additionally, any Member may initiate an amendment to these By-Laws. Amendment proposals must be presented to the Board of Trustees in writing. Proposed amendments shall be placed on the agenda of the next meeting after the proposal is received by the Board. Alternatively, the Board may conduct a vote on such questions by mail after first announcing the opportunity for Members to discuss the proposal at a regular or special meeting of the Board. 

Section 12.4. By-Laws Relating to Election of Trustees. If any by-law regulating an impending election of trustees is adopted, amended, or repealed by the Board, there shall be set forth in the notice of the next meeting of Members for the election of trustees the by-law so adopted, amended, or repealed, together with a concise statement of the changes made.

 

ARTICLE XIII-MISCELLANEOUS

Section 13.1. Activities of the Corporation. Notwithstanding any other provisions of these By-Laws, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or the corresponding section of any subsequent federal tax laws, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code, or the corresponding section of any subsequent federal tax laws.

Section 13.2. Dissolution. Upon the dissolution of the Corporation, the Board of Trustees shall, after paying or making provision for the payment of all the liabilities of the Corporation, and as approved by a Justice of the Supreme Court of the State of New York, dispose of all the assets of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, religious, scientific, educational, or such other exempt purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, or to a federal, state, or local government body to be used for exclusively public purposes, as the Board of Trustees shall determine. In the event of voluntary dissolution, such institutions shall be selected in the discretion of the trustees, subject to approval of the plan of dissolution and distribution of assets upon an order of the Justice of the Supreme Court of the State of New York. In no event shall any of such assets be distributed to any member, trustee, or officer, or any private individual.