BY-LAWS OF

 

THE FRIENDS OF PHILIPSE MANOR HALL, INC.

 

ARTICLE I

 

Name

 

The Friends of Philipse Manor Hall, Inc hereinafter referred to as the "Friends", is a not-for-profit corporation chartered under the laws of the State of New York.

 

ARTICLE II

 

Purposes and Functions

 

Section 1. Purposes: The Friends shall support the further improvement, restoration and interpretation of Philipse Manor Hall State Historic Site, and to develop an increased public awareness and appreciation of and interest in the culture and history of Philipse Manor Hall and its environs.

 

Section 2. Function: The functions of the Friends are primarily to develop a volunteer initiative to support the Site, to conduct educational and interpretative programs in furtherance of the mission of the Site, and to solicit, receive and administer grants, gifts, donations and other forms of support for the promotion of the objectives of the Site.

 

ARTICLE III

 

Board of Directors

 

Section 1. Power of the Board, Number and Term of Office: The Board of Directors shall direct the general management of the Friends. The Board of Directors shall consist of members of the Friends who are the elected Directors, the exact number of which is to be determined by the Board and shall be an odd number not less than seven (7) nor more than twenty five (25). The Directors shall be elected for a term of three (3) years.

 

Section 2. Initial Directors and Directors Elected at First Annual Meeting: The initial directors shall be the persons named in the Certificate of Incorporation. They shall serve until the first annual meeting of the members.  It is intended for purposes of continuity on the Board, that one third of the Directors be elected each year. Accordingly, at the first annual meeting, one third of the Directors (a number not exceeding nine 9) shall be elected to a term of three years, one third of the Directors (a number not exceeding 8) shall be elected to a term of two years and one third (a number not exceeding 8) shall be elected to a term of one year. Any vacancy occurring in the term of any Director elected at the first annual meeting shall be filled by a vote of a majority of the entire Board, and the term of the successor Director shall be the remainder of the one, two or three year term the successor Director has been selected to fill. Thereafter, beginning with the second annual meeting, all Directors standing for election shall be elected to three year terms. Directors elected to initial terms of one or two years shall remain eligible for election to two consecutive three year terms thereafter, notwithstanding the provisions of Section 1 of this Article.

 

Section 3. Resignations of Directors: At any time, a Director of the Friends may resign by giving written notice to the President or the Secretary. Such resignation shall take effect at the time specified therein or, if no time be specified, then on delivery.

 

Section 4. Removal of Directors:

 

a)  If any Director shall fail to attend three (3) consecutive meetings of the Board of Directors without excuse accepted as satisfactory by the Board, that Director shall be deemed to have resigned, and the vacancy shall be filled as provided hereinafter.

 

b) Any Director may be removed or suspended from office for cause by vote of a majority of the entire Board, on examination and due proof of the truth of written complaint, provided that at least one week's prior notice of the proposed action shall have been given to the Director named in the complaint and to each other Director.

 

Section 5. Vacancies: Vacancies among the Directors may be filled by vote of a majority of the entire Board then in office, regardless of the number of vacancies to be filled.  Directors so elected shall serve until the expiration of the term they have been elected to fill.

 

 SEQ CHAPTER \h \r 1Section 6. Regular and Special Meetings: The Board shall meet at least six (6) times a year. Special meetings of the Board may be called at any time by the President. A special meeting of the Board may also be called by the President at the request of six (6) or more Directors.

 

Section 7. Place of Meetings: Meetings of the Board shall be at Philipse Manor Hall.

 

Section 8. Notice of Meeting: Notice of every meeting of the Board shall be given by mail to each member of the Board, not less than seven (7) days before the meeting, provided, however, that notice of special meetings to discuss matters requiring prompt action may be sent to him or her at such address by telegram, facsimile transmission or E-mail, or given personally or by telephone, no less than forty-eight hours before the time at which such meeting is to be held, unless the meeting must be held within forty-eight hours. Notice of a meeting need not be given to any director who submits a signed 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 or her. No notice need be given of any adjourned meeting.

 

Section 9. Quorum and Voting: Unless a greater proportion is required by law, a quorum at any meeting of the Board of Directors shall consist of one-third of the Board. Except as otherwise provided by law or by these by-laws, the vote of a majority of Directors present at the time of the vote, if a quorum is present at the time, shall be the act of the Board. If at any meeting of the Board there shall be less than a quorum present, the Directors present may adjourn the meeting until a quorum is obtained.

 

Section 10. Action by the Board of Directors; Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.  Any one or more members of the Board or committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

 

ARTICLE IV

 

Committees

 

Section 1. Executive Committee: The Board of Directors by resolution adopted by a majority of the entire Board may establish and appoint an Executive Committee, which shall consist of the Officers of the Board and two (2) other Directors, The Executive Committee shall have all the authority of the Board, except it shall have no authority as to the following matters:

 

a) The submission to members of any action requiring member approval.

 

b) The filling of vacancies on the Board or in any committee,

 

c) The amendment or repeal of the by-laws or the adoption of new by-laws.

 

d) The amendment or repeal of any resolution of the Board which, by its terms, shall not be so amendable or repealable.  

 

At any meeting of the Executive Committee, two less than the full number of Committee members shall constitute a quorum.

 

Section 2. Finance Committee: The Board of Directors, by resolution adopted by a majority of the entire Board, may establish and appoint a Finance Committee consisting of at least three Directors, one of whom shall be the Treasurer of the Board. It shall be the duty of the Finance Committee to review the budget for the maintenance and operation of the Friends and submit the same for consideration to the Board of Directors.  With the approval of the Board, the Finance Committee shall take other steps, including designation of outside auditors, arrangements for an annual audit, and investment of Friend's reserves.  

 

Section 3. Nominating Committee: Each year, the Board of Directors shall select a Nominating Committee of at least five (5) members of the Friends’, which shall prepare a slate of nominees to fill the office of those Directors whose terms will expire the following year.

 

Voting members of the Friends may nominate additional candidates for Director by a petition for each such candidate which petition shall be (1) in writing, (2) delivered to the Nominating Committee thirty (30) days prior to the annual meeting, (3) signed by members who shall have voting rights at the time of such delivery, and who shall constitute a number not less than five percent of the members in good standing on the date said petition is delivered.

 

Members of the Nominating Committee may be Nominees. The Nominating Committee shall prepare printed ballots which shall serve as proxies. They shall contain the names of candidates nominated in accordance with these by-laws.

 

Section 4. Other Standing Committees and Special Committees: The Board of Directors, may from time to time by resolution adopted by a majority of the entire Board, establish and appoint such other standing committees as it deems appropriate. The Board of Directors may also from time to time create special committees which shall have such powers and authority as provided in the resolution creating the committee. The members of special committees shall be appointed by the President with the consent of the Board of Directors and need not be members of the Friends.

 

Section 5. Meeting and Committees: Meetings of Committees, of which no special notice shall be necessary, shall be held at such time and place as shall be fixed by the President, or the chairperson of any such committee. Minutes shall be kept for meetings of all committees.

 

Section 6. Quorum and Manner of Acting: Unless otherwise provided by a resolution of the Board of Directors, a majority of all of the members of a committee (other than the Executive Committee) shall constitute a quorum for the transaction of business and the vote of a majority of all the members shall be the act of the committee. The procedures and manner of acting for the Executive Committee and all other committees shall be subject at all times to the direction of the Board of Directors.

 

Section 7. Tenure of Members of Committees: Each special committee and every member thereof shall serve at the pleasure of the Board.

 

ARTICLE V

 

Officers

 

Section 1. Officers Enumerated: The officers of the Friends shall be members elected to the offices of a President, a Vice-President, a Treasurer and a Secretary and such other offices as the Board may from time to time appoint.

 

Section 2. Terms of Office: The President and the Vice-President(s) shall each be elected to a term of one (1) year. The Secretary and the Treasurer shall each be elected to a two (2) year term,

 

Section 3. Vacancies: A vacancy in any office shall be filled by a majority vote of the Directors.

 

Section 4. Resignations and Removal of Officers: Any officer may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the time specified therein, or if no time be specified, then upon delivery. Any officer may be removed or suspended from office with just cause, by the Board of Directors by vote of a majority of the entire Board.

 

Section 5. President: Subject to the approval of the Board of Directors, the President shall be responsible for the general supervision and management of the Friends' affairs. He or she shall be a member of and act as chairperson of the Board of Directors and the Executive Committee. He or she shall also preside at all meetings of the Friends. Subject to the Board of Directors’ approval, he or she shall sign and make contracts and agreements in the name of the Friends and maintain and file records and reports as required by law. He or she shall perform any such other duties incident to the position and office as required by law or these by-laws. The President shall perform other such duties as may be properly required by the Board of Directors or the Executive Committee. The President shall be bonded, if the Board of Directors so determines.

 

Section 6. Vice-President(s): The Vice-Presidents, in order of the seniority of their designations (First Vice-President having the most seniority, Second Vice- President having the second most seniority, etc.) shall assist the President and assume the duties of the President in the event of absence, incapacity, resignation or removal of the President.

 

Section 7. Secretary: The Secretary shall issue notices of all meetings with an agenda as designated by the President and shall maintain all records and take the minutes of all meetings of members and the Board of Directors and the Executive Committee. The Secretary shall sign such Instruments as require his or her signature, and shall perform such other duties as usually pertain to the office or as are properly required of him or her by the Board of Directors or the Executive Committee. The Secretary shall be custodian of the seal of the Friends and shall affix the seal, and cause it to be affixed, to all documents and other papers requiring the same.

 

Section 8. Treasurer: The Treasurer shall receive and have custody of all endowment, interest moneys and other funds contributed to or received by the Friends, and shall keep an accurate record of all such receipts and shall disburse the same only upon presentation of a supporting voucher certified in such manner as the Board of Directors or the Executive Committee shall direct. The Treasurer shall have access at all times to the financial records of the Friends and shall report to the membership at its annual meeting. The Treasurer also may arrange interim audits at any time. He or she shall submit a copy of such audit to the Board of Directors, and shall perform such other duties as usually pertain to his or her office or as are properly required of him or her by the Board of Directors or the Executive Committee. The Treasurer shall collect all dues of the membership and keep complete records of the membership unless he or she is relieved of this responsibility by the creation and implementation of a Membership Committee by resolution of the Board of Directors in accordance with Article IV, Section 4 of these by-laws. The Treasurer shall be bonded, if the Board of Directors so determines.

 

ARTICLE VI

 

Site Manager of Philipse Manor Hall State Historic Site

 

The Friends recognize and acknowledge that it is beneficial for the Friends and for the Site to maintain an open and informed relationship with the Site Manager, and toward that end, the Friends charge their Directors, Officers, and Committee Chairpersons with the duty of keeping the Site Manager fully informed of the plans and activities of the Friends. The Site Manager shall be an Honorary Member of the Friends and shall be invited on an ongoing basis to serve the Board of Directors and its Committees, including the Executive Committee, in an advisory capacity. The Secretary shall ensure that the Site Manager will receive all notices of and be invited to attend all regular and special meetings of the Board of Directors. The Secretary shall also ensure that the Site Manager receives copies of all minutes, all resolutions, reports, correspondence, memoranda and other documents circulated, issued and distributed at meetings of the Board, and copies of all resolutions and records of action taken by the Board without a meeting upon written consent of the Directors. The Chairpersons of all other Committees shall ensure that the Site Manager will receive notice of and be invited to attend all Committee meetings. The Chairpersons of all Committees shall ensure that the Site Manager receives copies of all minutes of all Committee meetings, all resolutions, reports, correspondence, memoranda and other documents circulated, issued or distributed at Committee meetings, and copies of all resolutions and records of action taken by Committees without a meeting upon written consent of Committee members.

 

ARTICLE VII

 

Members

 

Section 1. Qualifications: Any individual or organization who shall, in any year, contribute and pay an amount determined by the Board of Directors to the Friends for the support of its activities during the current year, shall be a member of the Friends until the end of that membership year. Corporations, joint stock associations, unincorporated associations and partnerships are invited to become members of the Friends.

 

Section 2. Classes of Membership: The Board of Directors may establish classes of membership in recognition of varying degrees of interest and contribution to the purposes of the Friends, and may prescribe the qualifications for membership in each such class and may accord privileges attendant upon such membership.

 

Section 3. Dues: Such annual dues as may be prescribed from time to time by the Board of Directors shall be paid by all members except such as may be elected by the Board to membership in a class or classes of membership such as Honorary Membership, expressly exempt from this requirement. Annual dues shall be payable in advance in one installment. However, any new member joining the Friends after the first half of the membership year, as it may be fixed by the Board of Directors shall pay dues for that fractional membership year in an amount equal to half the annual amount of dues for the particular class of membership chosen.

 

Section 4. Termination of Membership: Membership shall terminate for nonpayment of dues or debt If such payment is not made within thirty (30) days after personal notice has been mailed to the member advising that such payment is past due and that membership must be terminated if due payment is not made. A member may voluntarily resign from membership, but no part of such member's dues shall be refundable by reason of such resignation. The Board of Directors may establish reasonable rules governing termination of membership for cause.

 

ARTICLE VIII

 

Meetings of Members

 

Section 1. Annual Meeting: A meeting of all members of the Friends shall be held for the election of Directors, amendment of the by-laws, presentation of the President’s annual report and the transaction of any other Friends' business in the month of each year on any day of that month as determined by the Board,

 

 SEQ CHAPTER \h \r 1Section 2. Special Meetings: Special meetings of the members may be called at any time by the President or the Board of Directors.  A special meeting of the members shall be called by the President whenever so requested, in writing, by at least twenty five percent of the voting members.

 

Section 3. Place of Meetings: Meetings of members shall be held at Philipse Manor Hall.

 

Section 4. Notice of Meetings:

 

a) Written notice shall be given of each meeting of members and state the place, date and hour of the meeting. Notice of a special meeting shall state the purpose or purposes for which it is being called and shall also indicate that it is being issued by or at the direction of the person or persons calling the meeting.

 

b) A copy of the notice of any meeting shall be given, by mail, to each member entitled to notice of such meeting. It shall be given not less than fourteen (14) days nor more than twenty-one (21) days before such date.

 

c) Notice of meetings need not be given to any member who submits a signed waiver of notice.

 

Section 5. Quorum: At any annual or special meeting, the presence, either in person or by proxy, of ten per-cent of the total number of members entitled to vote, shall constitute a quorum for the transaction of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any member.

 

Section 6. Voting:

 

a) Whenever any action by the Friends, other than the election of Directors, is to be taken by vote of the members, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at the meeting.

 

b) Directors shall be elected by a plurality of the votes cast at a meeting of members as otherwise required by law.

 

Section 7. Proxies: Every member entitled to vote at a meeting of members may authorize the Secretary of the corporation to act for him or her by proxy signed by the member.

 

Section 8. Annual Report: The Board of Directors shall direct the President and the Treasurer to present at the Annual Meeting at the members an annual report showing in appropriate detail the following:

 

a) The assets and liabilities, including trust funds, of the Friends as of the end of the calendar year immediately preceding the date of the report;

 

b) The principal changes in assets and liabilities, including trust funds, during the calendar year immediately preceding the date of the report;

 

c) The revenue or receipts of the Friends, both unrestricted and restricted to particular purposes, during the calendar year immediately preceding the date of the report;

 

d) The expenses or disbursements of the Friends, for both general and restricted purposes, during the calendar year immediately preceding the date of the report; and

 

e) The comprehensive review of the projects and activities undertaken by the Friends since the last annual meeting.

 

This report shall be filed with the minutes of the Annual Meeting of the members.

 

ARTICLE IX

 

Contracts, Checks, Bank Accounts and Investments

 

Section 1. Checks, Notes and Contracts: The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the Friends and shall be authorized in the corporation and shall determine who shall be authorized in the Friends' behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.

 

Section 2. Investments: The funds of the Friends may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board of Directors may deem desirable.

 

ARTICLE X

 

Office and Books

 

Section 1. Office: The office of the Friends shall be located at such place as the Board of Directors may from time to time determine.

 

Section 2. Books: There shall be kept at the office of the Friends correct books of account of the activities and transactions of the Friends including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these by-laws, and all minutes of meetings of the members and of the Board of Directors.  

 

ARTICLE XI

 

Fiscal Year

 

The fiscal year of the Friends as determined by the Board of Directors shall be from May 1st to April 30th.

 

ARTICLE XII

 

Indemnification

 

The Friends may, to the fullest extent now or hereafter permitted by and in accordance with the standards and procedures provided for by sections 721 through 726 of the Not-For-Profit Corporation Law and any amendments thereto, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his 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.

 

ARTICLE XIII

 

Amendments

 

These by-laws may be amended or repealed by the affirmative vote of a majority of the entire Board of any meeting of the Board of Directors or by the affirmative vote of two-thirds (2/3rds) of the members of the Friends present at a meeting at which a quorum exists, duly called for the purpose of altering these by- laws, provided notice of the proposed alteration has been included in the notice of meeting, and provided that a complete copy of the proposed amendment has been mailed to each member at least ten (10) days prior to the date of the meeting.

 

 SEQ CHAPTER \h \r 1ARTICLE XIV

 

Board of Trustees

 

Section 1. Creation and Tenure of the Board of Trustees: The Board of Directors, by resolution adopted by a majority of the entire Board, may establish and appoint a Board of Trustees which shall consist of no fewer than ten (10) individuals who are current Benefactors, Founders or Restoration Class members of the Friends in good standing. The Board of Trustees and all members thereof shall serve at the pleasure of the Board of Directors.

 

Section 2. Purpose of the Board of Trustees: The Board shall provide to the Directors advice on such topics as community relations, constituency building, financial development (funding methodologies, endowments, grants, etc.), and such other subjects, including historic preservation and architecture, as its members are able to render.

 

Section 3. Appointment and Term of Members of the Board: Members of the Board of Trustees shall be appointed to terms of two (2) years by resolution of the Directors. Trustees may be re-appointed by the Directors subject to annual review by the Board of Trustees.

 

Section 4. Officers of the Board: The President of the Board of Trustees shall be chosen by two-thirds (2/3rds) of the Board members and shall be appointed by resolution of the Board of Directors to a term of one year, and if re-chosen, may be re-appointed to consecutive terms by the Board of Directors. The Trustees shall appoint from their members their own Vice President, Secretary and other such officers as it deems appropriate for terms of one year. These other officers may be re-appointed by the Trustees. All such appointments and re-appointments are subject to confirmation by the Board of Directors. It is intended that the President of the Board of Directors will be an ex officio member of the Trustees and will serve as a liaison between the two Boards.

 

Section 5. Meetings of the Board: Subject to the requirements contained below in this section, meetings of the Board, of which no special notice shall be necessary, shall be held at such time and place as shall be fixed by the President of the Board. Meetings shall be held at least once every six months, and one of these meetings shall be held within thirty (30) to sixty (60) days prior to the date of the annual meeting of the membership of the Friends. Minutes shall be kept for all meetings of the Board and copies shall be promptly furnished to the President of the Board of Directors.

 

Section 6. Committees of the Board: The Board may from time to time by resolution of the Board establish such special and standing committees as it may deem appropriate, subject to the approval of the Board of Trustees. Meetings of committees shall be held at such time and place as shall be fixed by the President of the Board, or by the chairperson of such committee. Minutes shall be kept for all meetings of committees, and copies shall be promptly furnished to the President of the Board of Directors.

 

Section 7. Quorum and Manner of Acting: Unless otherwise provided by a resolution of the Board of Directors, a majority of members of the Trustees, or of a committee established by the Board, shall constitute a quorum for the transaction of business, and a vote of the majority of all the members of the Trustees or committee thereof shall be the act of the Board or committee. The procedures and manner of acting for the Board and its committees shall be subject at all times to the direction of the Board of Directors.