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The Hibernian Foundation |
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Supporting our global community! |
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By-Laws of the AOH Charitable Gift Corp. (as amended 11/15/05) |
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ARTICLE I - NAME This not-for-profit organization shall be known as the AOH Charitable Gift Corp. (the “Corporation”)
The mission of the Corporation is to lend financial assistance and other support to charitable entities within and without of the Corporation’s local community.
Section 1. Governing Body The management of the Corporation, its affairs, meetings and property shall be vested in said Board of Directors and, upon majority vote of all present directors and officers, subject to a quorum of not less than (3) three directors in attendance either in person or via proxy, said Board of Directors shall have power to: Appoint a replacement in the case of an officer’s resignation;
Section 2. Elections
2. Terms and Qualifications - Officers
3. Terms and Qualifications - Directors
Section 3. Officers/Duties
President The President shall be the chief executive officer of the Corporation and shall: exercise general supervision over the affairs of the Corporation; be responsible for the enforcement of the Bylaws and all directives of the Board of Directors (BOD); appoint, with the approval of a majority vote of the BOD, all standing Committee Chairs, unless provided otherwise, and, if necessary, appoint members of all Committees or at his/her discretion authorize the BOD to make such appointments; serve as ex-officio member of all standing committees except nominating; keep the BOD fully informed of the activities of the Corporation; deliver to his/her successor in office all books, papers, records and property of the Corporation for which he is or may become responsible; and perform all other duties normally incident to this office.
Vice President The Vice President shall: assume all duties of the President during his absence or disability; assist the President with his duties; serve as an ex-officio member and be responsible for coordinating the activities of all special committees; and perform such other duties as may be assigned by the President and/or the BOD.
Secretary The Secretary, the official custodian of all current records of the Corporation, shall: keep a record of all meetings of the BOD; distribute to the BOD copies of the record of proceedings of all meetings; handle correspondence as directed by the President and/or the BOD; and perform such other duties as provided by the Bylaws or assigned by the President or BOD.
Treasurer The Treasurer shall: be the custodian of all funds of the Corporation; receive all payments to which the Corporation is entitled; disburse funds of the Corporation upon BOD approval; deposit all funds in the name of the Corporation in depositories approved by the BOD; provide periodic statements of the financial condition of the Corporation and at the close of the fiscal year; and perform such other duties as provided by the Bylaws or as may be assigned by the President or the BOD.
Immediate Past President/Chairman of the Board The President shall serve as the Chairman of the Board until the Corporation shall have an Immediate Past President which at such time The Immediate Past President shall: serve as a non-elected position on the board until superseded by a new immediate past president; provide support to the President; chair nominations committee
Section 4. Vacancy in Elected Office In the case of an officer resignation, the Board will appoint a replacement to serve until the next election.
Section 5. Committees/Appointed Chairs
Program Committee Each program shall be managed by an ad hoc committee identified at the summer planning meeting; the committee consists of a chair, newsletter editor and organizer; every BOD and officer must serve on at least one committee; the committee has authority to change the program content or forum as required without BOD approval with the exception of financial changes that exceed the original estimate of meeting cost, under these circumstances, they must seek BOD approval; if a committee member is forced to resign from their duties, assignment of another BOD member will be determined based on need.
ARTICLE IV - FINANCE
Section 1. The Fiscal year shall be January 1 to December 31.
Section 2. Financial Audit The Foundation shall have an annual audit of the books and records of the Foundation conducted by a Certified Public Account and said audit shall be delivered to the BOD no later one hundred (100) days after the close of the Foundation’s fiscal year. If the total financial assets of the Corporation fall below $1000.00, the Treasurer must notify the BOD, and a special meeting will be called and the BOD will determine a course of action which may or may not include the call for an audit.
Four officers will have check signing authority: Treasurer, President, Vice President and Secretary; all charges over $1000 not directly related to program expenses must be pre-approved by the BOD.
ARTICLE VI - PARLIAMENTARY AUTHORITY Roberts Rules of Order Newly Revised shall govern the proceedings of AOH Charitable Gift Corp. in all cases not provided for in these Bylaws, Constitution or Articles of Incorporation.
ARTICLE V - MEETINGS
Section 1. Regular Meetings AOH Charitable Gift Corp. will hold bi-monthly meetings from September through June of each fiscal year for a total of five (5) meetings; BOD meetings shall be conducted at 8:00 PM on the second Tuesday of the month and conclude by 10:00 PM; time and place of the regular meetings are subject to change pursuant to notice; meetings are announced via e-mail to each officer and director.
Section 2. Special Meetings The Corporation shall hold a special meeting each December for the purpose of electing the slate of officers and directors for the coming year; a special meeting may also be called by any officer or director upon ten (10) days notice to all the then current directors.
ARTICLE VI - DISSOLUTION Upon dissolution of the Corporation, all of its assets shall be paid over or transferred to one or more exempt organizations of the kind described in Section 170 (b)(1)(A) of the Internal Revenue Code of 1954, as amended, and the regulations promulgated thereunder, as both now exists or may hereafter be amended.
Section 1. Any revisions and/or amendments to these Bylaws shall be reviewed by the Corporations Counsel prior to adoption to insure that the proposed revisions do not conflict with any provisions of New York State law or the Internal Revenue Code of 1954.
Section 2. Changes and/or modifications to these By-Laws will be proposed at BOD meetings, and voted on by a majority of officers and directors present at the meeting.
ARTICLE VIII – NON-DISCRIMINATION POLICY
Section 1. The Corporation shall not discriminate against directors, officers or any employee on the basis of race, creed, ethnic origin, religion, gender or sexual orientation.
Section 2. The Corporation shall not discriminate against nor take into consideration the race, creed, ethnic origin, religion, gender or sexual orientation of any individual or entity to who the Corporation may distribute funds or lend other services or assistance.
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