BY – LAWS OF GREATER ROCHESTER CELIAC SUPPORT GROUP
ARTICLE I
OFFICE AND PLACE OF MEETINGS
Section 1. The office of the Corporation shall be located in the County of Monroe , State of New York .
Section 2. Meetings of the Board of Directors of the Corporation (the “Board of Directors” or the “Board”), annual, regular, and special, may be held at such place, within or outside the State of New York, as may be fixed from time to time by the Board of Directors of the Corporation. The date, time and place of annual or regular meetings shall be determined by the Board of Directors from time to time. Special meetings may be called at any time by the President.
ARTICLE II
MEMBERSHIP
Section 1. The Corporation shall have no members.
Section 2. All voting rights shall be vested in the directors.
ARTICLE III
DIRECTORS
Section 1. All corporate powers, except as are otherwise provided for in the Certificate of Incorporation, these By-laws, or the laws of the State of New York , shall be and hereby are vested in and shall be exercised by the Board.
Section 2. Subject to the delegation provided in this Article IV, the Board of Directors shall manage and control the affairs and property of the Corporation. In carrying out that responsibility, the Board of Directors may adopt such rules and regulations for the conduct of its meetings, the exercise of its powers and the management of the affairs of the Corporation as it may deem proper and not inconsistent with the laws of the State of New York , the Certificate of Incorporation and these By-laws.
Section 3. The Board of Directors of the Corporation shall consist of not fewer than three (3) nor more than fifteen (15) natural persons, the exact number to be fixed from time to time by the Board. No decrease in the number of directors shall shorten the term of any incumbent director. Until changed by the Board of Directors, the number of directors constituting the entire Board shall be three (3). As used in these By-laws generally, the term “entire Board of Directors” means the number of directors that at the time of reference the Corporation would have if there were no vacancies.
Section 4. The initial Board of Directors consists of those persons designated in the Certificate of Incorporation.
Section 5. The term of office of each director shall be three (3) years. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor is elected and qualified.
Section 6. Directors may only be removed for cause by a vote of two-thirds majority of the entire Board of Directors.
Section 7. Unless a greater proportion is required by the Certificate of Incorporation, a majority of the entire Board of Directors shall constitute a quorum. If a quorum is present the vote of the majority of the directors present at the time of the vote shall be the act of the Board of Directors.
Section 8. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members one or more committees of the Board, each consisting of three (3) or more directors, to serve at the pleasure of the Board. Each committee, unless otherwise provided in the resolution designating such committee, shall have and may exercise the full authority of the Board of Directors, except that no such committee shall have authority as to the following matters:
a. The filling of vacancies in the Board of Directors or in any committee;
b. The fixing of compensation of the directors for serving on the Board of Directors or on 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 of Directors which by its terms shall not be so amendable or repealable.
The Board of Directors may designate one or more directors as alternate members of any standing committee, who may replace any absent member or members at any meeting of such committee. Meetings and actions of the committees of the Board of Directors shall be governed by, held and taken under the provisions of these By-laws concerning meetings of directors, with such changes in the context of those By-law provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the times for regular meetings of committees may be designated and special meetings of committees may be called by resolution of the Board of Directors. Each committee shall report to the Board of Directors when required and keep regular minutes of its meetings, which shall be filed with the corporate records of the Corporation. The Board of Directors may adopt rules for the governance of any committee not inconsistent with any provision of law or these By-laws.
Section 9. Unless the Certificate of Incorporation provides otherwise, any action required or permitted to be taken at a meeting of the Board or a committee thereof may be taken without a meeting if a consent in writing to the adoption of a resolution authorizing the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.
Section 10. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, members of the Board of Directors, or any committee of the Board of Directors, may participate in a meeting of the Board or such 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 and such participation in a meeting shall constitute presence in person at the meeting.
ARTICLE IV
OFFICERS
Section 1. The officers of the Corporation shall be a President, Vice-President, Secretary and a Treasurer who shall be elected at the annual meeting of the Board of Directors and who shall hold office for one (1) year and until their successors are elected and qualify. Any of said officers may be removed from office with or without cause by action taken at any regular or special meeting of the Board of Directors. The Corporation may have such other officers, agents and employees as shall be determined from time to time by the Board of Directors, which officers, agents and employees shall be appointed by the Board.
Section 2. Any two or more offices may be held by the same person except the offices of President and Secretary.
Section 3. The President of the Corporation, or in his absence the Vice-President, shall preside at all meetings of the Board of Directors and shall perform the duties usually devolving upon a presiding officer; he shall see that all orders and resolutions of the Board of Directors are carried into effect.
Section 4. The Vice-President, in the absence or disability of the President, may perform the duties and exercise the powers of the President and shall perform such other duties as may be imposed upon him by resolution passed at any annual or special meeting of the Board of Directors.
Section 5. The Secretary shall attend all meetings of the Board of Directors, recording all votes and the minutes of all proceedings in a book to be kept for that purpose. He shall cause to be given notice of all meetings of the Board of Directors where such notice has not been waived pursuant to Article VI of these By-laws. He shall have custody of the corporate records.
Section 6. The Treasurer shall in general perform all the duties incident to the office of Treasurer: the Treasurer shall be responsible for the custody of the funds and securities of the Corporation in such accounts as the Board may designate, shall be in charge of the disbursement of its money, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; and shall exhibit such books of accounts and records at the office of the Corporation to any of the directors at any time upon request and shall render a detailed statement to the directors as often as they shall require it. The Treasurer shall perform such other duties as from time to time may be assigned by the Board. The Treasurer, if required so to do by the Board, shall give a bond for the faithful discharge of the Treasurer’s duties in such sum, and with such sureties, as the Board shall require. The expense of any such bond shall be paid by the Corporation.
ARTICLE V
NOTICES
Section 1. Whenever notice is required by law, the Certificate of Incorporation or these Bylaws to be given to any officer, director or committee member, such notice shall be given in writing, by any means, including but not limited to facsimile or electronic mail, permitted by applicable law.
Section 2. Any notice required to be given under law, the Certificate of Incorporation or these By-laws may be waived by the person entitled thereto, in writing, by any means permitted under Section 1 of this Article, whether before or after the time stated therein, or by that person’s attendance at the meeting without objection, made prior to the meeting or at its commencement, to the lack of notice to him or her.
ARTICLE VI
VACANCIES
Section 1. If the office of any director or officer becomes vacant for any reason, such vacancy shall be filled by a vote of the Board of Directors.
ARTICLE VII
AMENDMENTS
Section 1. These By-laws may be altered, amended or repealed at any annual or special meeting of the Board of Directors by affirmative vote of at least a majority of the entire Board of Directors, provided notice of intention to amend the By-laws shall have been contained in any notice of the meeting where the right to such notice has not been waived pursuant to Article VI of these By-laws.