Thank you for reading the proposed revisions to the
Constitution and By Laws of the Beta Chapter of Alpha Psi veterinary
fraternity.
These revisions have been worked and re-worked over the past year by a
committee of Trustees, with the help of counsel.
All members of your Board of Trustees have approved the
new document as presented here.
A vote of approval of the members will be taken at a meeting to be
held on June 7, 2008 at
12:30 p.m. in the Centennial Room in
Schurman Hall at Cornell College of Veterinary Medicine.
If you cannot attend the June 7 meeting and would like to ask a
Trustee to provide your vote by proxy, contact one of us by June 5, 2008:
Kent Kay, ‘57, President
Email: kentkay@taconic.net
George Abbott, ’45, Vice President
Email: geodot@twcny.rr.com
Ann Huntington, ’77, Secretary
Email: alhdvm@aol.com
Morton Howe, ‘57, Treasurer
Email: drmortenator@gmail.com
Julie Smith, ’94, Liaison
Email: jms4@cornell.ed
Jerry Bertoldo, ‘77
Email: gbertold@rochester.rr.com
Joanne Bicknese, ‘78
Email: locustwoodfarm@optonline.net
Jack Brennan, ‘52
Email: saranacjack@yahoo.com
Gene Ceglowski, ‘67
Email: rupvet@verizon.net
Robert Kirk, ‘46
Email: rkirk3@twcny.rr.com
Faith White, ‘77
Email: shadeacres@aol.com
Phone: 607-648-9384 (H)
Diane Wittner, ‘86
Email: dwittner@stny.rr.com
If you have any questions, comments or concerns
about this document,
please contact Dr. Jack Brennan, by Email at saranacjack@yahoo.com or
by telephone at 518-355-0275.
BETA CHAPTER OF
ALPHA PSI, INC.
RESTATED BYLAWS/CONSTITUTION
ARTICLE
I
NAME, PURPOSE AND CREED
1.1 Name. The name of the Corporation shall be Beta
Chapter of Alpha Psi, Inc. (hereinafter, the "Corporation").
1.2 Purpose and Objective. The
Corporation is organized and shall be operated exclusively for charitable and
educational purposes within the meaning of Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"). Specifically, the objective of the
Corporation shall be to support the academic endeavors of the Cornell
University College of Veterinary Medicine (the “College”), to provide service
to the College and community, to provide opportunities for current students of
the College to enhance their graduate school experience, and to serve as an
alumni association and student association for the students and graduates of
the College who are members of the Corporation.
ARTICLE II
MEMBERSHIP AND DUES
2.1
Membership. The Corporation shall
have four classes of membership:
(A) Members of
the Board of Trustees. The Board of Trustees shall consist of the only
class of members entitled to vote.
Members of the Board of Trustees shall be Student or Alumni Members in
good standing. Their qualifications,
actions and term of office are stated in Article III.
(B) Students. Student Members shall consist of those
students of the College who choose to join the Corporation. Student Members may develop rules and
regulations to conduct their campus activities, subject to the approval of the
Board of Trustees.
(C) Alumni. Alumni Members shall consist of those
individuals who have graduated from the College, and who were members of the
Corporation while students or who choose to become members after graduation.
(D) Honorary. Honorary membership shall consist of those
individuals who are selected as described by the Board of Trustees based on
exemplary service to the Corporation or the College.
2.2 Dues. There will be no dues for Alumni
Members. Alumni Members are encouraged
to make a voluntary annual donation to the Corporation. Student Member dues will be reviewed and set
annually by the Board of Trustees.
2.3 Meetings
and Communication. Meetings of the
members shall be held at a time and place determined by and publicized by the
Board of Trustees prior to the meeting.
The Board of Trustees shall provide regular commication to the members
regarding the affairs of the Corporation.
ARTICLE III
BOARD OF TRUSTEES
3.1 Powers and Duties. The Board of Trustees shall manage and
control the affairs of the Corporation, and shall have and may exercise all
powers of the Corporation, subject to the provisions of the Bylaws, the
Corporation’s Certificate of Incorporation, and the laws of the State of
(A) Oversee and
implement necessary and appropriate policies and procedures for the
administration of the Corporation;
(B) Review and
approve budgets, payments, tax reports, and all financial affairs of the
Corporation;
(C) Purchase and
sell real estate, contract mortgages, and otherwise transact real estate
matters as needed and appropriate for the Corporation;
(D) Hire,
supervise, contract and oversee employees and contractors to conduct financial,
legal, construction, maintenance, and other services required by the
Corporation;
(E) Approve
and oversee contracts for provisions of needed materials, labor, services,
utilities, insurance, and other matters required and appropriate for the
Corporation;
(F) Initiate or
respond to litigation, claims and negotiations as needed or appropriate for the
Corporation;
(G) Oversee
and approve the drafting, adoption, and any subsequent revisions to the Bylaws
and to Student Member rules and regulations;
(H) Perform
any and all duties imposed on them collectively or individually by law, by the
Certificate of Incorporation, or by the Bylaws.
3.2 Election
and Terms of Office. The number of
members on the Board of Trustees of the Corporation shall be no fewer than
three (3) Trustees, nor greater than twelve (12) Trustees. The number constituting the entire Board will
be set by resolution of the Trustees at the annual meeting. Trustees will be at least eighteen (18) years
of age. The Board will be divided into three classes so
that in each year one third of the Board’s term will expire. The Trustees will hold office for three-year
terms; however, any Trustee elected to fill an unexpired term (whether
resulting from death, resignation, or removal or created by an increase in the
number of Trustees) shall hold office until the next election of Trustees.
Trustees may serve up to three consecutive full terms.
(A) Nominating
Committee. Each year at least three
(3) current Trustees shall be appointed by the President of the Board to serve
as a nominating committee. This
committee shall review the membership records and recruit new board members. All board members shall be a member of the
Corporation for at least one year.
(B) Representation of Decades, Geographic
Areas. The Board of Trustees will
make a good faith effort to represent, to the greatest extent possible, the
decades and geographic areas represented by the Members of the Corporation when
it elects Trustees to the Board. (For
purposes of this Section, a “decade” refers to a period of time from January 1
of a year ending in zero through December 31 of a year ending in nine.)
(B) College Appointment of Trustee. The Dean of the College or his/her designee
(“College Appointee”) shall serve ex-officio on the Board of Trustees, with a
vote. The College Appointeee is in addition to the number of members stipulated
in Section 3.2. The College Appointee shall, if possible, be an Alumnus of the
Corporation.
3.3 Annual Meeting. The Board of Trustees shall hold an Annual
Meeting at a time and place to be determined by the Board of Trustees for the
purpose of electing the Board of Trustees and conducting such other business as
may come before the Board.
3.4 Special
Meetings. Special meetings of the
Board of Trustees may be called by the President, the Vice President, the
Secretary, the Treasurer, or any two Trustees.
Such meetings shall be held at the place designated by the person or
persons calling the special meeting.
3.5 Notice
of Meetings.
(A) Meetings. At least fourteen (14) days prior, notice
shall be given by the Secretary of the Corporation to each Trustee of each
annual or special meeting of the Board. Such notice may be oral or written, may
be given personally, by first class mail, by electronic mail, by telephone or
by facsimile machine, and shall state the place, date and time of the meeting
and the matters proposed to be acted upon at the meeting. In the case of
electronic mail or facsimile notification, the Trustee to be contacted shall
acknowledge personal receipt of the electronic mail or facsimile notice by a
return message or telephone call within twenty-four hours of the first
electronic mail or facsimile transmission.
(B) Waiver
of Notice. A written waiver signed at any time by a Trustee entitled to
notice shall be the equivalent to the giving of notice. The attendance of any Trustee at a meeting
without protesting the lack of proper notice at the beginning of the meeting
shall be deemed to be a waiver by such Trustee of notice of the meeting.
3.6 Participation in Meetings. A
Trustee may participate in a meeting through the use of any means of
communication enabling all Trustees participating in the meeting to hear one
another, and participation in a meeting shall constitute presence in person at
such meeting.
3.7 Quorum. A majority of the Trustees then in office
shall constitute a quorum for the transaction of business.
3.8 Actions by Board of Trustees. Unless otherwise required, the act of the
vote of a majority of the Trustees present at a meeting at which a quorum is
present shall be the act of the Board of Trustees. If a quorum shall not be present at any
meeting of Trustees, a majority of the Trustees present at such meeting may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present. Where the board must act by affirmative vote
of two-thirds of the “entire Board”, the entire Board shall mean the maximum
number of Trustees authorized by the annual resolution of the Board as provided
in Section 3.2, regardless of whether there are any vacancies.
3.9 Conduct of Meetings. Meetings of the Board
of Trustees shall be presided over by the President, or, if no such person has
been so designated or, in his or her absence, the President of the Corporation
or, in his or her absence, by the Vice President of the Corporation or, in the
absence of each of these persons, by a Chairperson chosen by a majority of the
Trustees present at the meeting. Meetings shall be governed by such procedures
as may be approved from time to time by the Board of Trustees, insofar as such
rules are not inconsistent with or in conflict with the Certificate of
Incorporation, these Bylaws or with provisions of law.
3.10 Minutes. The Secretary shall record the minutes of
each meeting of the Board of Trustees and upon adoption by the Board of
Trustees shall retain such minutes with the permanent records of the
Corporation. In the absence of the Secretary, the Officer
presiding at the meeting shall appoint another person to act as Secretary of
the meeting.
3.11 Consent to Action without a Meeting. Any resolution in writing, approved and
signed by all of the Trustees entitled to vote, shall have the same force and
effect as if the same were approved by the Trustees at a meeting duly noticed
and held for that purpose, and such resolution shall be recorded by the
Secretary in the minutes of the Corporation.
A resolution may be approved by unanimous electronic vote of the Board
of Trustees provided to the Secretary who shall maintain a record of all such
electronic votes with the minutes of the Corporation.
3.12 Compensation. No Trustee shall receive compensation for
services rendered to the Corporation in such capacity, but Trustees shall be
entitled to reimbursement for reasonable and necessary expenses actually
incurred in connection with the performance of their duties in the manner and
to the extent that the Board shall determine.
Notwithstanding the foregoing, the Corporation shall provide no
reimbursement for expenses or compensation other than those reasonable and
necessary in furthering the Corporation's purposes. Trustees may receive reasonable compensation
for services performed in other capacities for or on behalf of the Corporation
pursuant to authorization by the Board of Trustees, subject, however, to
Article IX of the Bylaws ("Conflicting Interests").
3.13 Vacancies. Vacancies on the Board
of Trustees shall exist (1) on the death, resignation or removal of any
Trustee, and (2) whenever the number of authorized Trustees is increased. Any vacancy in the Board of Trustees may be filled by the
affirmative vote of a majority of all remaining Trustees at a duly called
meeting of the Board even though such remaining Trustees may be less than a
quorum. A Trustee elected to fill a
vacancy shall serve until the next meeting at which Trustees are elected and
until such Trustee's successor is elected and qualified.
3.14 Resignations. The resignation of any Trustee shall be in
writing and shall be effective immediately upon receipt by the Secretary, if no
time is specified, or at such later time as the resigning Trustee may specify
and the Corporation shall accept.
Notwithstanding the foregoing, any Trustee who has not provided advance
notice of a valid excuse to the President and who misses three consecutive
meetings shall be deemed to have resigned from the Board.
3.15 Leave of Absence. Any
Board member may for any reason request a leave of absence up to a maximum of
one year, which the President or Vice President may approve at his/her discretion.
A Board member who will not be returning to his/her Board position at the
conclusion of a leave shall notify the President or Vice President in writing
as soon as practicable. In the absence of written notification, failure to
return from leave shall be deemed a resignation..
3.16 Removal of Trustees. The Board of Trustees at a meeting duly
noticed and held may remove any Trustee with or without cause, provided that
the notice of such meeting shall include notice of the proposed removal. The Trustee sought to be removed shall have
no right to vote with respect to any such action.
ARTICLE IV
COMMITTEES OF THE BOARD
4.1 Creation. The Board of Trustees may designate, at any
meeting of the Corporation, two or more Trustees to constitute standing or ad
hoc Committees of the Board. Each
Committee shall select from among its number a Chairperson. In addition to the foregoing Committees, the
Board of Trustees or the President may appoint one or more Trustees and/or one
or more other persons, not Trustees, to serve as one or more advisory
committees, but which shall have no power to exercise any power of the Board of
Trustees.
4.2 Executive Committee. The Board of Trustees
shall have an executive committee which shall consist of the Officers of the
Board. The executive committee shall have all the authority of the Board except
regarding the matters listed in Section 4.4.
4.3 Finance Committee. The Board of Trustees
shall have a finance committee which shall consist of the Treasurer, who shall
be the Chairperson of the committee, and a minimum of two and maximum of four
additional Board members appointed by the President plus a representative from
the Corporation’s accounting firm. The finance committee shall have authority
to supervise the financial affairs of the Corporation, including, without
limitation, formulating an
annual operating budget to be approved by the Board, planning for capital
expenditures, and managing Corporation investments.
4.4 Powers. A Committee shall have such functions and may
exercise such power of the Board of Trustees as may be delegated lawfully and
as provided in the resolution or resolutions creating such Committee or
Committees; provided, however that the creation of such Committee or Committees
shall not operate to relieve the Board of Trustees, any individual Trustee, or
the Officers of any responsibility imposed on such persons by law.
Notwithstanding any provision of this Article or the Bylaws to the contrary, no
Committee shall have any power to:
(A) Fill vacancies
on the Board of Trustees or any of its Committees.
(B) Amend the
Certificate of Incorporation.
(C) Adopt, amend,
or repeal the Bylaws.
(D) Amend or repeal
any resolution of the Board of Trustees.
(E) Approve a plan of merger; approve a sale, lease, exchange or
other disposition of all, or substantially all, of the property of the
Corporation.
(F) Approve a
proposal to dissolve the Corporation.
4.5 Vacancies. The President shall appoint a Board Member to
fill any Vacancies on Committees.
4.6 Meetings, Notices, and Quorum. All Committees other than advisory committees
shall have the same requirements for: (a) Meetings and Notices, (b) Quorum, and
(c) Action Without a Meeting as those set forth in Article III with respect to
the conduct of business by the Board of Trustees, except that Committees shall
not be required to hold annual meetings.
4.7 Minutes. Each Committee shall keep regular minutes of
its proceedings and report the same to the Board of Trustees, and such minutes
shall be retained with the permanent records of the Corporation.
ARTICLE V
OFFICERS
5.1 Offices, Appointment, Term and
Vacancies. The Officers of the
Corporation shall consist of a President, Vice President, Secretary, Treasurer
and Liaison. The Trustees shall elect
all of the foregoing Officers and may elect such other Officers as they deem
appropriate. Except for the President
and Secretary, the same person may hold any two or more offices. Officers shall
be elected at the annual meeting of the Board of Trustees for a term extending
until the next succeeding annual meeting.
Each such elected Officer shall hold office for the term for which he or
she is elected and until his or her successor has been elected and
qualified. Vacancies may be filled or
new offices may be established and filled at a duly called meeting of the Board
of Trustees by the affirmative vote of a majority of the Trustees, even though
such voting Trustees may be less than a quorum.
5.2 President. The President shall be
the Chief Executive Officer of the Corporation and shall, subject to the
control of the Board of Trustees, supervise and control the affairs of the
Corporation and the activities of the Officers. He or she shall perform all
duties incident to his or her office and such other duties as may be required
by law, by the Certificate of Incorporation or by these Bylaws or which may be
prescribed from time to time by the Board of Trustees. Unless another person is
specifically appointed as Chairperson of the Board of Trustees, the President
shall preside at all meetings of the Board of Trustees. The President shall be an Alumni Member for
at least one year prior to his or her election.
5.3 Vice
President. In the absence of the
President, the Vice President shall perform the President's duties. The Vice President shall also perform such
other duties as may be assigned to him or her, or specifically required to be
performed by him or her, by these Bylaws, by the Board of Trustees or by the
President.
5.4 Secretary. The Secretary shall give or arrange to be
given due notice of all meetings of the Corporation and of the Board of
Trustees, shall keep the minutes of the proceedings of the meetings of the
Corporation and of the Board of Trustees, and shall act as custodian of all
records and reports of the Corporation and of the Board of Trustees and of the
seal of the Corporation. In addition,
the Secretary shall perform such other duties as may from time to time be
assigned to him or her by the Board of Trustees or by the President, or
specifically required to be performed by the Bylaws or by law. In the event that the office of the Treasurer
shall not have not have been filled by the Board of Trustees,
the Secretary shall perform the duties incident to the office of Treasurer.
5.5 Treasurer. The Treasurer shall supervise the receipt and
custody of the Corporation's funds; cause to be kept correct and complete books
and records of account, including full and accurate accounts of receipts and
disbursements in books belonging to the Corporation; assume responsibility for
all funds and securities of the Corporation; prepare, distribute and retain or
cause to be prepared, distributed and retained all reports, records and returns
required by law regarding the Corporation's financial status; and perform such
other duties as may be assigned to him or her, or specifically required to be
performed by him or her, by the Board of Trustees or by the President.
5.6 Liaison. The Liaison shall be responsible for the
publication and mailing of news of interest to the alumni. He or she shall keep and maintain a list of
faculty interested in attending the Corporation’s functions, and shall
distribute invitations as appropriate.
He or she shall also be responsible for bringing the alumni in closer
contact with the College’s students and faculty.
5.7 Removal. Any Officer of the Corporation may be removed
at any time, with or without cause, by resolution adopted by the affirmative
vote of a majority of all of the Trustees then in office, but without prejudice
to such Officer's contract rights, if any. This provision shall
be superseded by any conflicting terms of a contract which has been approved or
ratified by the Board of Trustees relating to the employment of any Officer of
the Corporation.
5.8 Resignations. The resignation of any Officer shall be in
writing and shall be effective immediately upon receipt by the Secretary, if no
time is specified, or at such later time as the resigning Officer may specify
and the Corporation shall accept.
ARTICLE VI
INDEMNIFICATION
6.1 Indemnification. The Corporation shall 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 is or was a trustee, officer or member of the
Corporation, against judgments, penalties, fines, settlements and reasonable
expenses actually incurred, including those expenses actually incurred prior to
the final disposition of the proceeding, to the full extent and in such
circumstances as is permitted by law, including, but not limited to legal fees
and disbursements. Such right to
indemnification shall continue as to a person who has ceased to be a trustee,
officer or member of the Corporation, and shall inure to the benefit of the
heirs, executors and administrators of such person. The indemnification provided for herein shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
disinterested directors or trustees, or otherwise. Nothing contained in this section shall
affect any rights to indemnification to which a party may be entitled to by
contract or otherwise by law. No
indemnification shall be made if such indemnification would be inconsistent
with a provision of the Articles of Incorporation, the Bylaws, or a resolution
of the Board of Trustees, in effect at the time of the occurrence of the event
giving rise to the alleged cause of action asserted in the threatened or
pending action or proceeding, which prohibits or otherwise limits such
indemnification. The Corporation shall
not indemnify any person if a judgment or other final adjudication adverse to
the indemnified person (or to the person whose actions are the basis for the
action or proceeding) establishes, or the Board of Trustees in good faith
determines, 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 he or she personally gained in fact a financial
profit or other advantage to which he or she was not legally entitled.
ARTICLE VII
FINANCIAL MATTERS
7.1 Checks
and Notes. The Board of Trustees
will authorize, by resolution, any and all designated signatories to checks,
drafts, promissory notes, orders for the payment of money and other evidence of
indebtedness of the Corporation.
7.2 Investments. The funds of the Corporation 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 Trustees deems desirable.
7.3 Execution of Instruments. The Board of Trustees,
except as otherwise provided in these Bylaws, may by resolution authorize any
Officer or agent of the Corporation to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances. Unless so authorized, no Officer, agent or
employee shall have any power or authority to bind the Corporation by any
contract or engagement, or to pledge its credit or to render it liable
monetarily for any purpose or in any amount.
7.4 Deposits,
Gifts. All funds of the Corporation
shall be deposited at least monthly to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Trustees may
select. The Board of Trustees may accept on behalf of the Corporation any
contribution, gift, bequest or devise for the nonprofit purposes of this
Corporation.
7.5 Voting Upon Shares of Other
Corporations. Unless otherwise
directed by the Board, the President shall have full power and authority on
behalf of the Corporation to vote either in person or by proxy at any meeting
of shareholders of any corporation in which this Corporation may hold shares,
and at any such meeting may possess and exercise all of the rights and powers
incident to the ownership of such shares which, as the owner, this Corporation
might have possessed and exercised if present.
The Board may confer like powers upon any other person and may revoke any
such powers as granted at its pleasure.
7.6 Loans to Trustees and Officers. The Corporation shall not make loans to
Trustees or Officers of the Corporation.
ARTICLE VIII
AMENDMENTS
8.1 Amendment. The Bylaws may be altered, amended or
repealed, and new Bylaws may be adopted, by two-thirds (2/3) of the entire
Board of Trustees at a duly called meeting provided the notice for the meeting
includes a copy of the proposed changes.
8.2 Conflicts. Any amendment of the provisions of the Bylaws
that conflict with any provision of the Articles of Incorporation shall be null
and void.
ARTICLE
IX
CONFLICTING
INTERESTS
9.1 Conflicting Interests.
A potential conflict of interest exists when the Corporation is
considering a transaction in which:
(A) the Trustee or Officer or a “related person” is a party to the
transaction or has a beneficial financial interest in or is so closely linked
to the transaction that the interest would reasonably be expected to exert an
influence on the Trustee or Officer’s judgment if he or she were called upon to
vote on the transaction; or
(B) any of the following persons is either a party to the transaction
or has a beneficial financial interest in or is so closely linked to the
transaction that the interest would reasonably be expected to exert an influence on the Trustee or
Officer’s judgment if he or she were called upon to vote on the transaction;
(i) an entity, other than the Corporation, of which the Trustee is a director,
general partner, agent or employee; (ii) a person that controls one or more of
the entities specified in (B) (i), or an entity that is controlled by or under
common control of an entity specified in (B) (i); or (iii) an individual who is
a general partner, principal or employer of the Trustee or Officer.
(C) A potential conflict of
interest may also exist when a Trustee, Officer or “related person” serves as
Trustee, Officer or staff member of an organization which competes with the
Corporation or when a Trustee, Officer or “related person” aids, financially or
otherwise, such competing organization.
9.2 Related Person.
Related Person of a Trustee or Officer means (A) the spouse or the
“in-laws” thereof, or a child, grandchild, sibling or parent of the Trustee or
Officer, or the spouse of any thereof, or an individual having the same home as
a Trustee, or a trust or estate of which an individual specified in this
subparagraph is a substantial beneficiary, or (B) a trust, estate, incompetent,
conservatee, or minor of which the Trustee or Officer is a fiduciary.
9.3 Excess Benefit Transactions. No Trustee or Officer of the Corporation may
engage in any excess benefit transaction as defined in section 4958 of the
Internal Revenue Code.
9.4 Approving Transactions. No transaction involving a
conflicting interest shall be approved except as permitted as follows:
(a) Action by Board of Trustees:
1. Approval shall be by the
affirmative vote of a majority, but no fewer than two, of those members of the
Board of Trustees (or a committee thereof) who do not have a conflicting
interest with respect to the transaction. Also unqualified are any Trustees
with a familial, financial, professional or employment relationship with the
subject Trustee which relationship would reasonably be expected to exert an
influence on the Trustee’s judgment when voting on the transaction;
2. Each person with a
conflicting interest with respect to a transaction shall disclose the nature of
such interest and all material facts relating thereto.
(b) The
transaction, judged according to the circumstances at the time of commitment,
is established to have been fair to the Corporation.
9.5 Disclosure Requirements. At the time of their appointment, each
Trustee or Officer of the Corporation may be asked to complete a disclosure
statement identifying all related parties of the Trustee or Officer who have a
conflicting interest with respect to any transaction between such person and
the Corporation. These statements will
be kept on file at the Corporation's office, and copies will be distributed to
all Board members for their reference. These statements will be updated
annually on or by January 15, and any additions or other changes shall be made
by the Trustee or Officer in writing as they occur.
9.6 Violations
of the “Conflicting Interests” Policy. If the Board or committee has reasonable
cause to believe that a Trustee or Officer has failed to disclose actual or
possible conflicts of interest, it shall inform the Trustee or Officer of the
basis for such belief and afford him or her an opportunity to explain the
alleged failure to disclose. If, after hearing his or her response and after
making further investigation as warranted by the circumstances, the Board or
committee determines the Trustee or Officer has failed to disclose an actual or
possible conflict of interest, it shall take appropriate disciplinary and
corrective action.
ARTICLE X
10.1 Periodic Reviews. To ensure the Corporation operates in a
manner consistent with charitable purposes and does not engage in activities
that could jeopardize its tax-exempt status, periodic reviews shall be
conducted. The periodic reviews shall,
at a minimum, include the following subjects:
(A) Whether
compensation arrangements and benefits are reasonable, based on competent
survey information, and the result of arm’s length bargaining.
(B) Whether
partnerships, joint ventures, and arrangements with management organizations
conform to the Corporation’s written policies, are properly recorded, reflect
reasonable investment or payments for goods and services, further charitable
purposes and do not result in inurement, impermissible private benefit or in an
excess benefit transaction.
10.2 Outside Experts. When conducting the periodic reviews as
provided for above, the Corporation may, but need not, use outside
advisors. If outside experts are used,
their use shall not relieve the Board of its responsibility for ensuring
periodic reviews are conducted.
ARTICLE XI
EXPENDITURE AUTHORITY
11.1 Purpose of Contributions. The Corporation shall have the power to make
contributions and to render other financial assistance for its charitable
purposes.
11.2 Exclusive
Power in the Board of Trustees. The
Board of Trustees has exclusive control over contributions, grants and other
financial assistance given by the Corporation.
The Board of Trustees will review all requests for funds, which must be
in writing and must specify the use to which the funds will be put. If the Board of Trustees approves a request
for funds, only the Board may authorize payment of such funds to the approved
recipient.