AMENDED AND RESTATED BY-LAWS of New Immigrants United, Inc.
(A New York Not-for-Profit Corporation)
ARTICLE I: NAME
Section 1.1 Name. This corporation is and shall be known as New Immigrants United, Inc. (the "Corporation").
ARTICLE II: MEMBERS
Section 2.1 Members. Any person who is at least 18 years of age shall automatically, and without any further action or writing, (a) become a basic member of the Corporation upon donating $30 or more at one time to NIU or volunteering 2 hours or more of work for NIU and (b) become a Premier member of the Corporation upon donating $200 or more at one time to NIU or volunteering 16 hours or more of work for NIU and (c) cease to be a member of the Corporation after one year of such person's last donation of$30 or more or latest volunteer work of 2 hours or more. A member must accept the objectives contained in the Certificate of Incorporation and these By-laws of the Corporation.
Section 2.2 Vote. The Corporation shall have two classes of members. Only Premier member shall be entitled to vote for voting that requires member's votes.
Section 2.3 Annual Dues. The annual dues for members shall be set by the Board of Directors. The term of the dues shall be from the first of January to the thirty-first of December of each year. New members joining after July 1 shall only pay half the annual dues for the first year.
Section 2.4 Rights. Members shall be entitled to all the rights and privileges of the Corporation including the right to vote, to hold office, to serve on committees or task forces, to request and inspect the records of the Corporation, and other services provided by the Corporation.
ARTICLE III: [RESERVED]
ARTICLE IV: MEETINGS OF MEMBERS
Section 4.1 Annual Meetings. A meeting of members shall be held annually at such time and place as may be designated by the Board of Directors. A meeting of members may take place at the same time as a regular meeting of the Board of Directors. The purpose of the meeting shall be to consider any matter of concern to the Corporation as determined by the Board of Directors pursuant to procedures adopted from time to time by the Board of Directors. A meeting of members shall be open to all members of the Corporation.
Section 4.2 Special Meetings. A special meeting of members for any purpose for which a vote of members is required by law may be called at any time by resolution of the Board, to be held either within or without the State of New York on such date and at such time and place as are designated in such resolution.
Section 4.3 Notice of Meetings.
- Time of Notice. Written notice of a meeting of members shall be given not less than fourteen (14) nor more than ninety (90) calendar days before the date of the meeting to each member.
- Manner of Giving Notice. Notice of a meeting of members shall be given either by mail, email or other means of written communication (including a notice on the Corporation’s website), addressed to the member at the physical address or email address of such member appearing on the records of the Corporation. Notice shall be deemed to have been given at the time when deposited in the mail or sent by email or other means of written communication.
- Contents of Notice. Notice of a meeting of members shall state the place, date, and the time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of an annual meeting of members, those matters which the Board of Directors, at the time notice is given, intends to present for action by the members. The notice of any meeting of members at which officers are to be elected shall include the names of all those who are nominees at the time notice is given to members.
Section 4.4 Quorum of Meetings. Members entitled to cast not less than one-tenth of the total number of votes entitled to be cast thereat shall constitute a quorum at a meeting of members for the transaction of any business.
ARTICLE V: BOARD OF DIRECTORS
Section 5.1 Governance. The Corporation shall be managed by the Board of Directors, which may exercise all such power of the Corporation and do such acts and things as may be permitted by law to be done by a New York not-for-profit corporation.
Section 5.2 Eligibility. All Directors must be members of the Corporation.
Section 5.3 Initial Board of Directors. The initial Board of Directors consists of the initial Directors listed on the Certificate of Incorporation as filed. Any initial Director may nominate the candidates for the additional Directors to the initial board. The candidates shall become Directors of the initial board by a vote of two-thirds of those present at any meeting of the Board subject to the quorum requirement, provided that written notice of the election of additional Directors to the Board had been included in the notice of the meeting. Each initial Director serves until the first election of directors by the members at the first annual meeting of members.
Section 5.4 Number. The number of Directors constituting the entire Board shall be determined by a vote of the majority of the entire Board from time to time and shall be at least three.
Section 5.5 Term of Offices. Subject to Section 5.3 with respect to initial Directors, Directors shall be elected for a one-year term.
Section 5.6 Compensation & Expense Reimbursement. Directors may be reimbursed for their reasonable expenses and my not be disqualified from receiving reasonable compensation for services rendered to the corporation in any other capacity in accordance with such policies as the Board may adopt.
Section 5.7 Removal. A member of the Board may not be suspended or removed because of substantive policy disagreements. Any Director may be removed for cause by a vote of two-thirds of those present at any meeting of the Board, provided that written notice of the proposed removal has been included in the notice of the meeting; provided further, that absence from three or more consecutive meetings of the Board, without reasonable excuse, will be a cause for removal.
Section 5.8 Disqualification. If any Director for any reason ceases to be a member of the Corporation, such Director will thereupon and forthwith cease to be a Director of the Corporation.
Section 5.9 Resignation. A Director may resign at any time by delivering written notice to the President or Secretary of the Corporation. The resignation of any Director shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Absence by any Director from three consecutive regular meetings of the Board, without the grant of leave of absence by the Board, shall constitute a resignation from the Board, provided that the Board, in its discretion, may reinstate any Director who has resigned in such manner.
Section 5.10 Section 5.10 Newly Created Directorships and Vacancies.
- Newly created directorships and vacancies among Directors for any reason arising between annual elections may be filled by a majority vote of the Directors then in office. If no such majority vote of Directors is obtained, a run-off election shall be held between the two nominees receiving the most votes. If there are no Directors in office, then an election of Directors may be held in the manner provided by statute.
- Any 10 members of the Organization may by petition also nominate a candidate for any of these seats.
ARTICLE AVI: BOARD COMMITTEES
Section 6.1 General. The Board shall, by resolution adopted by a majority of the entire Board, establish standing committees including Nominating, Fundraising, Finance and Audit, Membership, Informational Technology, and such other committees as the Board may establish. Each committee so appointed shall consist of three or more Directors.
Section 6.2 Committee Members. The President shall appoint, with the approval of the Board, the chairperson of each of the standing committees. The President, in consultation with the chairperson of each committee and with the approval of the Board, shall appoint additional members. Each Director shall serve on at least one committee.
Section 6.3 Ad Hoc Committees. The Board of Directors may establish one or more ad hoc committees that have specific purposes. When the specific purposes are accomplished the committees will dissolve.
Section 6.4 Nominating Committee.
- After the expiration of the term of the incumbent Board of Directors, the Nominating Committee shall be responsible for nominating and appointing Directors to the new Board of Directors.
- The Nominating Committee shall consist of no less than three (3) Directors. Nominations for the Nominating Committee shall be made by Directors, and the Nominating Committee shall be elected by resolution adopted by a majority of the Directors present and voting at a meeting in which a quorum is present, and one person shall be designated as chairperson of the Nominating Committee. The election of the Nominating Committee shall be held at a meeting of the Board from time to time as determined by the Board.
- The terms of the members of the incumbent Nominating Committee shall be one (1) year or until the new Board of Directors is elected, whichever comes first.
ARTICLE VII: MEETING OF THE BOARD OF DIRECTORS
Section 7.1 Place of Meeting. The Board may hold its meetings at such place or places within or without the State of New York as the Board may from time to time determine.
Section 7.2 Regular Meetings. Regular meetings of the Board of Directors shall be held at least quarterly at such times and places the Board may from time to time determine.
Section 7.3 Special Meetings. Special meetings of the Board may be called at any time by the President, and shall be called by the President upon written request of a majority of the Board. No business will be transacted at any special meeting unless specified in the notice of the meeting.
Section 7.4 Quorum. Unless a greater proportion is required by law, one-third of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business. Except as otherwise provided by law or by these By-laws, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Voting may not be by proxy.
Section 7.5 Notice of Meetings. Notice of any annual or regular meeting shall be given to each Director in person, or by telephone, electronic mail, facsimile or mail no less than seven (7) calendar days before the meeting. Notice of any special meeting of the Board shall be given to each Director either personally, by mail, electronic mail, facsimile or telephone no less than five (5) calendar days before the meeting.
Section 7.6 Waivers of Notice of Meetings. Anything in these By-laws or in any resolution adopted by the Board to the contrary notwithstanding, notice of any meeting of the Board need not be given to any Director who submits a signed waiver of such notice, whether before or after such meeting, or who attends such meeting without protesting, prior thereto or at its commencement, the lack of notice to the person calling the meeting.
Section 7.7 Open Meetings. Except when the Board meets in executive session, any member in good standing of the Corporation may attend any meeting of the Board.
Section 7.8 Presence at Meeting by Telephone. One or more Directors may participate in meetings of the Board by means of conference telephone or similar communications equipment, provided that all persons participating in the meeting can hear each other. Directors not physically present at meetings of the Board may be counted toward a quorum and may vote.
Section 7.9 Action by Written Consent. Except as at the time otherwise required or permitted by law, any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if written consent setting forth the action so taken shall be signed by all Directors or the members of the committee, as the case may be. The written consent shall be filed with the Secretary of the Corporation.
ARTICLE VIII: OFFICERS
Section 8.1 Officers. The officers of the Corporation shall be a President, a Secretary, a Treasurer, and such other officers, if any, including one or more Vice Presidents, as the Board may from time to time appoint. One person may hold more than one office in the Corporation except that no one person may hold the offices of Chairperson and Secretary. The President shall be a member of the Board. The other officers may, but need not, be members of the Board. No instrument required to be signed by more than one officer may be signed by one person in more than one capacity.
Section 8.2 Election and Term of Office. The officers of the Organization shall hold office for a term of one year and until their successors are chosen and qualified.
Section 8.3 Removal of Officers. Any officer elected or appointed by the Board may be removed by the Board with or without cause by a vote of the majority of the Entire Board.
Section 8.4 Resignations. Any officer may resign at any time in writing by notifying the Board or the President or the Secretary. Such resignation shall take effect at the date of receipt of such notice or at such later time as is therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The resignation of an officer shall be without prejudice to the contract rights of the Corporation, if any.
Section 8.5 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause may be filled for the unexpired portion of the term by the Board at any regular or special meeting of the Board.
Section 8.6 Compensation & Expense Reimbursement. Officers of the Corporation are not entitled to receive any compensation for serving in their capacities, but they may be reimbursed for their reasonable expenses in accordance with such policies as the Board may adopt.
Section 8.7 President. The President shall be the chief executive officer of the Corporation and shall have general supervision over the business of the Corporation, subject, however, to the control of the Board and of any duly authorized committee of Directors. The President shall, if present, preside at all meetings of the Board. He or she may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or By-laws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed; and, in general, he or she shall perform all duties incident to the office of President and such other duties as from time to time may be assigned to him or her by the Board.
Section 8.8 Vice President. At the request of the President, or in the absence of the President, at the request of the Board, the Vice Presidents shall (in such order as may be designated by the Board or in the absence of any such designation in order of seniority based on age) perform all of the duties of the President and so acting shall have all the powers of and be subject to all restrictions upon the President. Any Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by the By-laws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed; and shall perform such other duties as from time to time may be assigned to him or her by the Board or by the President.
Section 8.9 Secretary. The Secretary shall keep the minutes of the annual meeting of members and all meetings of the Board of Directors in books provided for that purpose; he or she shall see that all notices required to be given by the Corporation are duly given and served; he or she shall be custodian of the seal of the Corporation and may seal with the seal of the Corporation, or a facsimile thereof, all documents the execution of which on behalf of the Corporation under its corporate seal is authorized in accordance with the provisions of the By-laws; he or she shall have charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation, and shall see that the reports, statements and other documents required by law are properly kept and filed; and shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board or by the President.
Section 8.10 Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever; deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with these By-laws; against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Corporation signed in such manner as shall be determined in accordance with any provisions of the By-laws, and be responsible for the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books to be kept by him or her or under his or her direction full and adequate account of all moneys received or paid by him or her for the account of the Corporation; have the right to require, from time to time, reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; render to the President or the Board, whenever the President or the Board, respectively, shall require him or her so to do, an account of the financial condition of the Corporation and of all his or her transactions as Treasurer; exhibit at all reasonable times his or her books of account and other records to any of the directors upon application at the office of the Corporation where such books and records are kept; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board or by the President.
ARTICLE IX: INDEMNIFICATION
Section 9.1. Authority to Receive. Section 9.1 The Corporation may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she, his or her testator or intestate was a Director, officer, employee or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees and shall advance the expenses of such person in defending such an action or proceeding, except to the extent specifically prohibited by law. The Corporation may make provision with respect to such indemnification of or advancement of expenses to officers and Directors by agreement or by resolution of the Board.
ARTICLE X: FUNDS AND FISICAL MANAGEMENT
Section 10.1 Authority to Receive. The Corporation may receive gifts, donations, payments and funds for such purposes as are within the general scope of its purposes and powers.
Section 10.2 General Fund. Except as provided in Section 10.3 of this Article X, there shall be received and held in the general fund of the Corporation all sums received from any source.
Section 10.3 Special Purpose Fund. Subject to Section 6 of the Certificate of Incorporation, the Board may establish funds designated for specific purposes or programs. Such funds shall be kept separately from the general fund of the Corporation. The donations to special purpose funds shall be used towards the furtherance of such specific purpose or program. Financial statements for each individual special purpose fund shall be made available to members of the Corporation on a quarterly basis.
Section 10.4 Bank Accounts, Checks, Notes and Contracts, etc. The Board is authorized to select such depositories as it shall deem proper for the funds of the Corporation and shall determine who shall be authorized on the Corporation’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, release, contracts and other documents. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation for all debts of the Corporation shall be signed by any two of the following officers: President, Treasurer, Secretary or such other officers as shall be determined by the Board.
- The assets and liabilities of all funds as of the end of the calendar quarter.
- The principal changes in assets and liabilities during the calendar quarter.
- Revenue of receipts for both general and restricted purposes during the calendar quarter.
- Expenses or disbursements for both general and restricted purposes during the calendar quarter.
Section 10.5 Bank Accounts, Checks, Notes and Contracts, etc. The Board is authorized to select such depositories as it shall deem proper for the funds of the Corporation and shall determine who shall be authorized on the Corporation’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, release, contracts and other documents. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation for all debts of the Corporation shall be signed by any two of the following officers: President, Treasurer, Secretary or such other officers as shall be determined by the Board.
ARTICLE XI: OFFICES AND RECORDS
Section 11.1 Offices. The principal office of the Corporation shall be located at such place within or without the State of New York as the Board may from time to time determine. The Corporation may establish other offices at such other places as its Board of Directors may from time to time determine.
Section 11.2 Maintenance of Records. There shall be kept at a designated office or with designated members correct books of account of the activities and transactions of the Corporation including minutes of all meetings of Directors and committees of the Board and all meetings of members, adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Section 11.3 Members' Inspection Rights. Any member, at any time, may make a request to the Board to examine the fiscal records and the minutes of meetings of the Board and the committees of the Board. Every member, or his or her agent or attorney, shall have the right, for any legitimate purpose, to inspect all books and records of the Corporation. Officers must provide access to such information in a timely manner.
ARTICLE XII: MISCELLANEOUS
Section 12.1 Amendments. These By-laws may be amended or repealed and new By-laws may be adopted by a majority vote of the Board at any meeting of the Board, provided that notice of the proposed amendment has been included in the notice of the meeting.
Section 12.2 Fisical Year. The fiscal year of the Corporation shall be the calendar year.
Section 12.3 Dissolution
- In the event that the Corporation is dissolved, its assets will be distributed, subject to the approval of the Supreme Court of the State of New York, to any organization exempt from Federal income taxation pursuant to Section 501 (c)(3) of the Internal Revenue Code and which organization is operated for similar purposes as the Corporation.
- No part of the net earnings of the Corporation shall benefit its Directors, officers, or other private persons, except that the Corporation shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes for which it was formed.
- Notwithstanding any other provisions of these By-laws, the Corporation shall not carry on any other activities not permitted to be carried on by an association exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE XIII: DEFINITIONS
Section 13.1 As used in these By-laws, unless the context otherwise requires, the term:
- means the Board of Directors of the Corporation."Board"
- "By-laws" means these By-laws of the Corporation, as may be amended from time to time.
- "Certificate of Incorporation" means the initial certificate of incorporation of the Corporation, as may be amended, supplemented or restated from time to time.
- "Directors" means directors of the Corporation.
- "Entire Board" means the total number of Directors entitled to vote which the Corporation would have if there were no vacancies.
- "Nominating Committee" means the nominating committee of the Corporation.
- "President" means the President of the Corporation.
- "Secretary" means the Secretary of the Corporation.
- "Treasurer" means the Terasurer of the Corporation.
- "Vice President" means a Vice President of the Corporation.