By-Laws Otsego County Conservation Association, Inc.

Article I NAME

The name of this Association shall be the Otsego County Conservation Association, Inc., hereinafter referred to as the Association.

Section 1. Territory.

The Association shall conduct activities primarily in Otsego County subject to changes by the aforementioned Association.

Section 2. Office.

The principal office of the Association shall be located in the County of Otsego, State of New York. This office shall direct Association activities and be the depository for all Association records. The Association may also have offices at such other places within the state as the Board may from time to time determine or the business of the Association may require.

Article II OBJECTIVES

OCCA is a charitable not-for-profit corporation dedicated to the protection, appreciation, and enhancement of the natural resources within Otsego County through charitable, educational, and scientific means. The Association’s activities are predicated on the belief that the natural environment is inherently important and valuable; that a well-informed public is inclined to enjoy and respect our natural heritage; that working in partnership with public and private institutions is the best way to achieve our goals; that local government should take a leadership role in land-use planning, solid waste management, and in enacting and enforcing conservation and land-use laws; and that regional and long-term perspectives should be considered when judging the possible effects of any alterations in the natural environment. To achieve its mission, OCCA will work in cooperation with both public and private entities to promote policies and programs designed to protect the county’s substantial natural resources for future generations. As need be, OCCA may act as a conduit for federal, state and local grants. It will also produce educational materials and conduct workshops on pertinent environmental issues directly affecting the county; promote sustainable practices countywide; and encourage the responsible stewardship of the county’s abundant wildlife and unparalleled scenic beauty so that they might be appreciated in perpetuity.

Article III CONSTRUCTION

If there is any conflict between the provisions of the Certificate of Incorporation and the bylaws, provisions of the Certificate of Incorporation shall govern.

Article IV MEMBERSHIP

The Corporation shall have no voting “Membership,” as said term may be defined or interpreted by statute, but, shall maintain a non-voting membership without any rights, entitlements or duties applicable to voting members, as an advisory body and group of community supporters. 

Article V BOARD OF DIRECTORS

Section 1. General Management.

The general management of the affairs of this Association shall be vested in a Board of Directors. The Board of Directors shall have control of the property of the Association and shall determine its policies with the advice of its various committees. It shall have power to employ necessary staff and other help, authorize expenditures, and take all necessary and proper steps to carry out the purposes of this Association and to promote its best interest.

Section 2. Number.

There shall be at least five (5), but no more than fifteen (15), seats on the Board of Directors, including officers.

Section 3. Qualifications.

Each member of the Board of Directors must be at least eighteen (18) years of age.

Section 4. Compensation, Reimbursement and Loans.

4.1. Compensation. No director, officer or member of a committee shall receive compensation for his/her services. The Board of Directors shall be empowered to provide reasonable compensation, together with reimbursement for reasonably incurred expenses, for offices or positions not afforded voting privileges for purposes of corporate decision-making, such as the position of Executive Director.

4.2. Reimbursement. Notwithstanding the mandates of this Article, at the discretion of the Board of Directors, individual directors, officers, members of committees and employees may be reimbursed in an amount determined by the Board for expenses reasonably incurred by them in the performance of their duties.

4.3. Loans. No loans shall be made by the Association to its directors, officers and members of committees or to any other corporation, firm, association or other entity in which one or more of its directors, officers or committee members are directors or officers or hold a substantial financial interest, except as may be permitted by law.

Section 5. Selection Procedure of Directors, Terms of Office and Vacancies.

5.1. Selection. At each Annual Meeting, the Board of Directors, by a plurality of the votes cast, shall elect new Directors to replace those whose terms are expiring to terms of three (3) years in duration.

5.2. Selection Procedure. All members of the Board entitled to vote shall cast a vote for a number of candidates equal to the number of vacancies to be filled until the required number of Board members, as specified in Section 2 of this Article, is achieved. If, at any time during this process, there is a tie among a number of candidates, which number is greater than the number of vacancies remaining, the voters shall thereupon vote again, casting a number of votes equal to the remaining vacancies. Only the candidates who are tied may run in this subsequent election. The remaining vacancies shall be filled as outlined above. All subsequent ties shall be dealt with as outlined herein.

5.3. Terms of Office. The term of office for a Board member shall be three (3) years unless otherwise provided in these bylaws. One-third (1/3) of the Board shall be selected every three years. The terms of office for all directors shall begin on the day of their election and shall conclude upon the election of their successors.

5.4. Vacancies. A vacancy in office shall arise upon the death, resignation or removal  of a director. Except in the cases of the office of President, a vacancy on the Board of Directors occurring in the interim between annual meetings shall be filled by an interim successor appointed by the President. At the next annual meeting following the vacancy, the Board of Directors shall elect a permanent successor for the vacated position. In the event that the interim successor is subsequently elected to serve as a permanent successor, the first year of his/her term shall be deemed to have commenced upon his/her election, without regard to the duration of interim service.

Section 6. Resignation.

A director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Association. Unless otherwise specified in notice, the resignation shall take effect upon receipt thereof by the Board of Directors, the President or the Secretary, and the acceptance of the resignation shall not be necessary to make it effective.

Section 7. Removal. 

Any Director(s) may be removed, with, or without, cause, by a two-thirds (2/3s) majority vote of the Board of Directors at any Annual Meeting, Regular Meeting or Special Meeting of the Board called for that purpose.  A decision to remove a Director may temporarily restrict or permanently prohibit the Director in question from being reelected to the Board, at the sole, and exclusive, discretion of the then-seated Board of Directors.  Prior to any Meeting where a vote is to be taken to remove a Director, the Director in question, and all other Directors, shall receive specific notice of said anticipated action in a manner sufficient to comply with all other requirements of this Article.  At any meeting where a vote is to be taken to remove a Director, the Director in question shall be entitled to attend and afforded a reasonable opportunity argue in his/her defense.

Section 8. Meetings.

The Board of Directors shall endeavor to convene regular meetings on a bi-monthly basis (every two months). Regular meetings of the Board of Directors may be held, with or without notice, at such times as may be fixed from time to time by resolution of the Board of Directors. Special meetings of the Board of Directors shall be held whenever called by the President, Vice President, Secretary, Treasurer or any chairperson of a standing committee. Notice of special meetings shall be given personally or by telephone, electronic mail, facsimile or first-class mail and shall state the purposes, time and place of the meeting. If notice is given personally or by telephone it shall be given not less than three (3) days before the meeting; if it is given by electronic mail, facsimile or first-class mail, it shall be given not less than five (5) days before the meeting. Notice of a meeting need not be given to any director who submits a 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. Business at meetings shall be conducted pursuant to rules established by the Board of Directors. In addition, the Board, in its discretion, can determine whether to allow ex officio non-voting members of the Board to attend regular and special meetings of the Board. Board meetings can be conducted via use of video or teleconference communications if/when necessary.

Section 9. Quorum.

A quorum shall be required for the legal and proper conduct of the business of the Board of Directors. One third of the total number of members of the Board of Directors then in existence shall constitute a quorum for the transaction of any business.

Section 10. Adjournment.

A majority of Directors present at a meeting of the Board of Directors, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all directors who were absent at the time of the adjournment, and unless such time and place are announced at the meeting, to the other directors.

Section 11. Organization.

11.1. Chairperson. At all meetings of the Board of Directors, the President, or, in his/her absence, the Vice President or, in his/her absence, another director chosen by the Board shall preside.

11.2. Secretary. At all meetings of the Board of Directors, the Secretary, Recording Secretary or, in their absence, another director chosen by the Board shall act as secretary of the meeting.

Section 12. Voting.

Each member of the Board of Directors shall have one vote. A majority vote of those present, provided there is a quorum, shall be sufficient on any proposition presented and acted upon at a meeting.

Section 13. Action by the Board of Directors.

13.1. Action Defined. Except as otherwise provided by law or in these bylaws, an “action,” or “act,” of the Board of Directors shall mean an action at a meeting of the Board authorized by vote of a majority of the Directors present at the time of the vote, provided a sufficient quorum is present.

13.2. Written Consent. Any action required or permitted to be taken by the Board of Directors 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.

13.3. Electronic Communication. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time when such option is available. Participation by such means shall constitute presence in person at a meeting.

Section 14. Annual Report.

The Board of Directors shall make available at the Annual Meeting a report certified by a firm of independent public accountants selected by the Board, showing in appropriate detail the following:

a. The assets and liabilities, including the trust funds, if any, of the Association as of the end of the Association’s twelve-month fiscal period prior to said meeting;

b. The principal changes in assets and liabilities, including trust funds, if any, during said fiscal period;

c. The revenue or receipts of the Association both unrestricted and restricted to particular purposes, during said fiscal period; and

d. The expenses or disbursements of the Association, both general and restricted to particular purposes, during said fiscal period.

This report shall be filed with the records of this Association and a copy thereof entered in the minutes of the proceedings of the Annual Meeting. A copy of the Association’s current profit and loss statement and balance sheet will also be made available at the Annual Meeting.

Article VI OFFICERS OF THE BOARD

Section 1. Officers, Election, Term.

The Board shall elect by majority vote a President, Vice President, Secretary, and Treasurer, and such other officers as it may determine, who shall be given such duties, powers, and functions as hereinafter provided. Officers shall be elected to hold office for one year from the date of election. Each officer shall hold office for the term for which he or she is elected and until his or her successor has been elected. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2. Removal, Resignation.

Officers serve at the discretion of the Board of Directors. Any officer elected by the Board may be removed by the Board. In the event of the death, resignation or removal of an officer, the President of the Board shall appoint an acting successor to fill the unexpired term. This appointment shall be confirmed or disapproved by the full Board within the next two regular meetings.

Section 3. Duties.

3.1. President. The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association on behalf of the Board of Directors. He/she shall preside at all meetings of the Board of Directors. In general the President shall be the spokesperson for the Board of Directors and shall perform all duties as may be prescribed by the Board of Directors from time to time.

3.2. Vice President. In the absence of the President, or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him/her by the President and/or the Board of Directors.

3.3. Secretary. The Secretary shall see that the minutes of the meetings of the Board of Directors are kept in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, and be custodian of the corporate records of the Association. The Secretary shall see that a register of the post office and e-mail address of each Officer and Director is kept and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President and/or the Board of Directors. In addition, the Secretary shall see that members are notified of their election to office or their appointment to committees and that there is a record of the transactions of the Association and of the Executive Board.

3.4. Treasurer. The Treasurer shall be responsible for the supervision, on behalf of the Board of Directors, of all monies received or expended by the Association and shall keep the Board informed on all pertinent financial matters. The Treasurer shall provide a financial report at all regular meetings of the Board of Directors in a format prescribed by the Board; shall serve as the Board’s liaison with the independent auditor; and shall serve as a member of the Audit and Finance Committee. In general, the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

3.5. Executive Director. The Board of Directors may employ an Executive Director (chief administrative officer) who shall have general charge, subject to the overall control and direction of the Board, oversight and direction of the affairs and business of the Association, and sole responsibility for the employment and discharge of staff in accordance with Board established policies. The Executive Director shall be the principal administrative officer of the Association, charged with the duties of effectuating the purposes of the Association, carrying out the directives of the Board of Directors in performing any and all functions necessary and proper to ensure that the policies, objectives, and aims of the Association are carried out and shall sit as an ex officio non-voting member of the Board of Directors.

Article VII INDEMNIFICATION

Section 1. Authorized Indemnification.

Unless clearly prohibited by law or these bylaws, this Association shall indemnify any person or her/his testator or administrator, if then deceased (an “indemnified person”) made or threatened to be made a party in any action or proceeding. whether civil, criminal, administrative, investigative or otherwise, including any action by the Association, by reason of the fact that she/he, whether before or after adoption of this Article: (a) is or was a director or officer of the Association, or; (b) is serving or served, in any capacity, at the request of the Association, as a director or officer of any other corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise. The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided the Association shall have consented to such settlement) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by an indemnified person with respect to any such threatened or actual action or proceeding.

Section 2. Prohibited Indemnification.

The Association shall not indemnify any person if a judgment, or other final adjudication, adverse to any indemnified person establishes, or the Board of Directors 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 she/he personally garnered any financial profit or other advantage to which she/he was not legally entitled.

Section 3. Advancement of Expenses.

The Association shall, on request of any indemnified person who is or may be entitled to be indemnified by the Association, pay or promptly reimburse an indemnified person’s reasonably incurred expenses in connection with a threatened or actual action or proceeding prior to its final disposition. However, no such advancement of expenses shall be made unless the indemnified person makes a binding, written commitment to repay the Association, with interest, for any amount advanced for which it is ultimately determined that she/he is not entitled to be indemnified under the law or  these bylaws. An indemnified person shall cooperate in good faith with any request by the Association that common legal counsel be used by the parties to such action or proceeding who are similarly situated unless it would be inappropriate to do so because of actual or potential conflicts between the interests of the parties.

Section 4. Indemnification of Others.

Unless clearly prohibited by law or these bylaws, the Board of Directors may, on a case-by-case basis and at its sole discretion, approve indemnification by the Association, as set forth in Section 1 of this Article, or advancement of expenses as set forth in Section 3 of this Article, to a person (or her/his testator or administrator, if then deceased) who is or was employed by the Association or who is or was a volunteer for the Association, and who is made, or threatened to be made, a party in any action or proceeding, by reason of the fact of such employment or volunteer activity, including actions undertaken in connection with service at the request of the Association in any capacity for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

Section 5. Determination of Indemnification.

Indemnification mandated by a final order of a court of competent jurisdiction will be paid. After termination or disposition of any actual or threatened action or proceeding against an indemnified person, if indemnification has not been ordered by a court, the Board of Directors shall, upon written request by an indemnified person, determine whether and to what extent indemnification is permitted pursuant to these bylaws. Before indemnification can occur, the Board of Directors must expressly find that such indemnification will not violate the provisions of Section 2 of this Article. No director with a personal interest in the outcome, or who is a party to such actual or threatened action or proceeding concerning which indemnification is sought, shall participate in this determination. If a quorum of disinterested directors is not obtainable, the Board of Directors shall act only after receiving the opinion in writing of independent legal counsel that indemnification is proper in the circumstances under then applicable law and these bylaws.

Section 6. Binding Effect.

Any person entitled to indemnification under these bylaws has a legally enforceable right to indemnification which cannot be abridged by amendment of these bylaws with respect to any event, action or omission occurring prior to the date of such amendment.

Section 7. Insurance.

The Association is required to purchase directors and officers (“D & O”) liability insurance. To the extent permitted by law, such insurance shall insure the Association for any obligation it incurs as a result of this Article, or operation of law, and it may insure directly the directors, officers, employees or volunteers of the Association for liabilities against which they are not entitled to indemnification under this Article, as well as for liabilities against which they are entitled or permitted to be indemnified by the Association.

Section 8. Nonexclusive Rights.

The provisions of this Article shall not limit or exclude any other rights to which any person may be entitled under law or contract. The Board of Directors is authorized to enter into agreements on behalf of the Association with any director, officer, employee or volunteer to provide them rights to indemnification or advancement of expenses in connection with potential indemnification in addition to the provisions therefore in this Article, subject in all cases to the limitations of Section 2 of this Article.

Article IX CONFLICT OF INTEREST

Section 1. Disclosure.

1.1. Initial Disclosure. Prior to election to the Board, and thereafter on an annual basis, all directors shall sign an ethics pledge and disclose in writing, to the best of their knowledge, any interest (as defined herein) such a director may have in any corporation, organization, partnership, other entity or individual which provides professional or other goods or services to the Association for a fee or other compensation, and any position or other material relationship such director may have with any other not- for-profit corporation with which the Association has any business relationship (collectively, a “conflict of interest”). A copy of each conflict of interest disclosure statement shall be available to any director of the Association on request.

1.2. Subsequent Disclosure. If at any time during his or her term of service, a director acquires any interest or otherwise a circumstance arises which may pose a conflict of interest, that interest or other conflict shall be promptly disclosed to the President of the Board.

1.3. Ongoing Obligation of Disclosure. When any matter for decision or approval comes before the Board, or any committee of the Board, in which a director has an interest or other conflict, that interest or other conflict shall be immediately disclosed to the Board or relevant committee by that director.

Section 2. Definition of Interest.

Whether a director has an interest as an individual, or with an entity, shall be determined by whether that director would derive a material individual economic benefit, either directly or indirectly, from any transaction or relationship involving him/herself or the entity or any decision on a matter involving him/herself and the entity by the Board or a committee thereof. The fact that the director, or an entity with which he/she is affiliated may advocate, lobby or otherwise encourage governmental action on matters of general impact shall not constitute an interest or conflict pursuant to the terms of this provision.

Section 3. Voting.

No director shall vote on any matter in which he or she has a conflict of interest.

Section 4. Non-Participation.

Any director who has a conflict of interest in a matter shall leave the room in which discussion regarding that matter is carried on, if so requested by the Board or the relevant committee, provided that the interested director may participate in any discussion regarding his or her absence.

Section 5. Attempts to Influence.

Directors shall not attempt to influence other directors regarding matters in which they have a conflict of interest, without first disclosing that conflict of interest.

Section 6. Conflicts Review Committee.

Unless another standing committee should have a charge authorizing it to address the topics discussed herein, an ad hoc Conflicts Review Committee of the Board of Directors, comprised entirely of directors without an interest (as defined herein) in a given transaction, shall be duly appointed and convened by the Board to review any transaction or agreement that is proposed for approval by the Board, which might be considered to constitute a conflict of interest (an “interested party transaction”) for a particular director. If no formal Conflicts Review Committee is convened, the Board (not including the director having an interest in the applicable transaction) may act in its stead.

Section 7. Standard of Review.

In any instance where an interested party transaction is being reviewed, and is so material that it would customarily warrant formal approval by the Board of Directors, either the Conflicts Review Committee shall thoroughly review the transaction and submit to the Board a recommendation as whether or not it should be approved, or the Board, itself, shall thoroughly review the transaction and render a binding determination as to whether it should be to approved. Any recommendation or decision by the Conflicts Review Committee or the Board concerning a conflict of interest shall be approved by two-thirds (2/3) majority vote of the directors entitled to vote on the matter and comply with each of the following requirements:

(a) to the extent practicable, all recommendations or decisions shall be rendered upon review of information compiled from at least two (2) independent appraisals of other comparable transactions; and

(b) a written summary of the review shall be prepared, revealing the details of the transaction, materials or other information reviewed, directors present at times of discussion, identities of those who voted in favor of the transaction, opposed the transaction, abstained from voting and/or absent, and confirmation of the action taken.

Section 8. Duty of Care, Loyalty and Obedience.

8.1. Duty of Care. All members of the Board of Directors shall exercise the same standard of care that a reasonable person, with similar abilities, acumen and sensibilities, would exercise under similar circumstances at all times. Each officer and director of the Association shall endeavor to understand all, or substantially all, of the consequences of his/her actions and/or the omissions.

8.2. Duty of Loyalty. No officer or director shall be permitted to engage in, or condone, any conduct that is disloyal, disruptive, damaging or competes with the Association. No officer or director shall be permitted to take any action, or establish any interest, that compromises his/her ability to represent the Association’s best interest. All directors are expected to represent the interests of this Association at all times while serving as members of the Board of Directors.

8.3. Duty of Obedience. No officer, director or employee shall be permitted to disobey an authorized decision of the Board of Directors.

Article X COMMITTEES

Section 1. Appointments.

1.1. Committees of the Board, or Standing Committees. The President shall, subject to approval of the Board, appoint the following standing committees – Executive Committee, Board Development Committee and Finance Committee. Each may have such sub-committees as they from time-to-time require in order to maintain their charges and responsibilities.

1.2. Committees of the Association, or Ad Hoc Committees. Additional committees may be created and appointed by the President with the consent of the Board as needed for special purposes.

Section 2. Executive Committee.

The Executive Committee shall be comprised of the elected officers of the Association, to wit: President, Vice President, Secretary and Treasurer, and each of these either individually or collectively shall have the right to convene a special meeting of the Association. Additional members of the Board of Directors may be appointed to serve on the committee at the discretion of the Board. The President shall serve as the Chair of the Executive Committee. The Executive Committee shall maintain surveillance of the business and affairs of the Association and shall be empowered to transact only such business as may be necessary between meetings of the Board of Directors, unless authorized otherwise by the Board of Directors. The committee shall be responsible for overseeing the personnel affairs of the Association, including, but not limited to, developing and reviewing personnel policies and evaluating, at least annually, the Association’s Executive Director. The Executive Committee cannot, without specific authorization by the Board of Directors, purchase real property, borrow money, amend the bylaws, or hire or terminate the Executive Director. Meetings of the committee may be called by the Chair or by any three (3) members of the committee. The committee shall submit a report of its actions at all regularly scheduled or special meetings of the Board.

Section 3. Board Development Committee.

The Board Development Committee shall consist of at least three members of the Board of Directors and shall not include a majority of officers of the Association. The committee shall be responsible for ensuring that the composition of the Board of Directors accurately reflects the terms of Board and committee members; monitoring Board member participation and attendance; monitoring Board member compliance with and signature of the annual Code of Ethics; regularly assessing the composition and function of the Board; recruiting and nominating officers and directors to be presented to the Board of Directors for the purpose of election; coordinating orientation for new directors and assuring the continued development and training of the Board; and monitoring Board compliance with, and making recommendations accordingly, regarding loyalty, conflict of interest, and ethical matters.

Section 4. Finance Committee.

The Finance Committee shall be comprised of appointed members of the Board of Directors; however, in no circumstances is the independent auditor, or an employee or relative of the independent auditor’s firm, to serve on the committee. The Treasurer shall serve on the Committee but shall not chair the committee. The Finance Committee shall be responsible for overseeing the audit, both internal and external, and the fiscal affairs of the Association. The committee shall develop a budget for approval by the Board of Directors, propose policies governing the finances of the Association for adoption by the Board, review any and all audits of the Association or any of its programs or contracts performed, and shall respond in writing, subject to approval of the Board of Directors, to such audits, including the management letter, stating any and all remedies to deficiencies or improvements in fiscal policies and procedures cited or recommended.

4.1. Investment Committee. The Investment Committee shall be a sub-committee of the Finance Committee responsible for ensuring all investments of the Association’s capital for the purpose of gaining profitable returns that are prudently and responsibly managed in accordance with the restricted purposes of the funds and Board approved policy. The committee shall make recommendations to the Board of Directors regarding the selection of a professional fund manager or firm and the Association’s investment policies. The committee shall monitor the performance of the investments, regularly evaluate the fund manager, and take such actions as provided in the policies and/or so directed by the Board. The committee shall be comprised of at least three individuals, all of whom shall have no material conflict of interest. The committee may include investment experts who are not voting members of the Board.

Section 6. Board/Staff Relations.

The Board of Directors is responsible for the general management of the Association. It is the ultimate decision-maker for mission-related governance. It has the ultimate responsibility to adopt a set of corporate bylaws that assist it in this governance and properly describe the deliberation process and the fiduciary proves that the Board goes through when governing. It is the legal employer of the Association and has ultimate responsibility in providing for the employment of staff and for adopting personnel policies for the staff.

Section 7. Executive Director

The Executive Director is accountable to the Board of Directors. He/she is the principal staff person at the organization and is responsible directly to the Board of Directors as no other employee of the organization is. He/she has the responsibility for employing, assigning, supervising, and releasing all other employed staff, and for administering the personnel policies. In performing these duties, he/she will consult with directors knowledgeable about the duties and work area of the staff positions under consideration as provided for in the hiring procedures and report actions on staff appointments and terminations to the Board of Directors.

Article XI ANNUAL REVIEW OF THE EXECUTIVE DIRECTOR

At least annually the Board of Directors, and/or its Executive Committee or any other committee created by the Board for this purpose, shall engage in a compensation analysis of the Executive

Director and any other “disqualified persons” to run concurrently with that individual’s annual performance evaluation. This compensation analysis shall examine the following criteria to determine, on an annual basis, the reasonableness of executive compensation as it applies to this organization.

  • Set forth that the purpose of the respective meeting is to review the total compensation of the Executive Director with respect to the reasonableness of such based on the services to be provided to organization.
  • Disclose any relationship the Executive Director has with any Board members or officers of organization.
  • Each of the following questions should be asked and documented in the meeting minutes. If there is any potential conflict of interest with regard to any of the directors/officers present at the meeting, it needs to be addressed prior to the compensation discussion. Note: Any individual who answers “yes” to any of the questions below should recuse themselves from the meeting.

√    Whether the employee receives any additional economic benefit from the organization, directly or indirectly, other than the compensation described.

√    Whether any Board member present at the meeting is related to or employed by the individual or any entity in which the employee has at least a 35% voting/controlling interest.

√    Whether any Board member receives compensation or other payments subject to approval by the employee.

√    Whether any Board member has a material financial interest affected by reviewing the employee’s compensation.

√    Whether the employee is present during the Board’s discussion of the proposed compensation or is otherwise participating in the review.

  • Describe the total compensation as indicated in this compensation analysis plus any changes that have been made and provide the Board members with an opportunity to ask questions and discuss any issues that may arise considering the reasonableness of the total compensation only, and then only after this compensation analysis is distributed and reviewed by them address any questions the Board may have in connection with the compensation analysis. The Board should discuss the available information and make a determination regarding whether it believes it has sufficient comparative information from like or similar tax-exempt entities to assist it in determining whether it has data concerning comparable compensation paid to officers in like circumstances.
  • If employee is a current employee, review the employee’s performance during the prior employment period. Factors to review may include, but are not limited to, the following:
    • years in the industry;
    • years in a management/executive role;
    • years in position;
    • significant contributions to the growth and development of the organization;
    • unique qualifications, experiences and competencies;
    • responsibilities performed outside employee’s defined responsibilities of his/her position;
  • whether the employee’s performance met, exceeded or was below expectations; and
    • any added value the employee may have brought to the organization based on the above.
  • The Board’s discussion of these factors should be thoroughly documented in the meeting minutes.
  • Based on the Board’s discussion and findings, the Board must determine whether the total compensation to be paid to the employee is reasonable based on all the information before the Board and adopt the formal resolutions memorializing the compensation package of the organization’s Executive Director.

Article XII VOTING BY MAIL OR EMAIL

Whenever action is desired by the Board or Executive Committee and it is impractical at the time to obtain a quorum for a meeting, the matter to be acted upon may be submitted by the President via mail and/or email to each member of the Board or Executive Committee whose affirmative or negative vote may be cast by mail or email. After the motion has been made and seconded, Board members may offer points of discussion. Board members having no comment on the motion must indicate as much. After twenty-four hours, the President will call for the question. A time limit will be set for voting, depending on the urgency of the issue. Notification by telephone will be made by the President or designee of the President to alert Board members of the urgency of the vote.

Article XIII FINANCIAL ADMINISTRATION

Section 1. Fiscal Year.

The fiscal year of the Association shall be the calendar year, but may be changed by a resolution of the Board of Directors.

Section 2. Bank Checks and Drafts.

All bank checks and drafts and all other such orders for the payment of monies out of the funds of the Association, and all notes or other evidences of indebtedness of the Association, shall be signed on behalf of the Association by such officer or officers, agent or agents of the Association, and in such manner as shall from time to time be determined by resolution of the Board of Directors.

In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or Vice President of the Association.

Section 3. Deposits and Accounts.

All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, savings and loan associations, trust companies or other depositories as the Board of Directors may select.

Section 4. Investments.

The funds of the Association may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the

Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments and which are permitted to organizations exempt from Federal income taxation under section 501(c)(3) of the Internal Revenue Code.

Section 5. Refusal of Gifts.

The Association shall refuse or renounce all grants, gifts, devises, bequests and legacies, the acceptance of which would cause it to be treated as other than a charitable organization duly qualified under 501(c)(3) of the Internal Revenue Code.

Section 6. Officially Adopted Policies.

The Association will maintain, and periodically update, policies pertaining to conflict of interest; ethics; retention and destruction of documents; employee protection (whistleblower); and personnel. These policies will be included with any other officially adopted internal OCCA policies and kept in the Association office.

Section 7. Contracts.

The Board of Directors, except as these bylaws may otherwise provide, may authorize any officer or officers, agent or agents, in the name of the Association to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances; but unless so authorized by the Board of Directors, or expressly authorized by these bylaws, no officers, agents or employees shall have the power or authority to bind the Association by any contract or engagement or to pledge its credit or render it financially liable in any amount for any purpose.

Section 8. Loans.

No loans shall be made by the Association to its directors, officers, and members of committees or to any other corporation, firm, association or other entity in which one or more of its directors, officers or committee members are directors or officers or hold a substantial financial interest, except as may be permitted by law.

Section 9. Gifts.

The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for any purpose of the Association.

Section 10. Real Property.

In any transaction where the Association endeavors to purchase, mortgage, sell or lease real property of the organization, it will first determine if such transaction constitutes a disposition of “all or substantially all” of its assets and if so shall obtain the consents required by N-PCL Section 510 or these bylaws. In any event where real property is disposed of, same shall not occur except with the consent of a two-thirds (2/3) majority vote of the entire Board at a regular meeting or special meeting called for that purpose.

Article XIV ANNUAL AUDIT

Section 1. Greater Than or Equal to $250,000.

In any year where the Association’s gross revenues exceed $250,000, the accounts of the Association shall be audited by an independent certified public accountant (“CPA”) who is not, nor is any member of his or her firm, an officer, Board member, employee or volunteer of the Association or has an immediate family member who is. Said CPA, his or her firm, and any related entities shall perform only audit- related business, and no other business whatsoever, with the Association.

Section 2. Between $100,000 and $249,999.

In any year where the Association’s gross revenues exceed $100,000 but fall short of $250,000, the Association shall engage the aforementioned independent CPA to draft a formal review, short of a full audit, on the accounts of the Association under the same terms as noted above. The report should minimally include total receivables, gross revenues, profit and loss, liabilities, and other such information as to give a clear and accurate picture of the organization’s fiscal condition to the Board of Directors.

Section 3. Under $100,000.

In any year where the Association’s gross revenues fall below $100,000, the Association’s Treasurer shall draft and present a report to the Board which shall minimally include total receivables, gross revenues, profit and loss, liabilities and other such information as to give a clear and accurate picture of the organization’s fiscal condition to the Board of Directors.

Article XV BOOKS AND RECORDS

Correct books of accounts of the activities and transactions of the Association shall be kept at the office of the Association in a fireproof box. These shall include an official book, which shall contain a copy of the Certificate of Incorporation, a copy of these bylaws, and all minutes of meetings of the Board of Directors. Digital copies of all files shall be saved and electronically backed up on a weekly basis.

Article XVI PARLIAMENTARY PROCEDURE

In all matters of parliamentary procedure not covered or contradicted by these bylaws, the Laws of the State of New York, in particular the Not-for-Profit Association Law, the rules and regulations of the State of New York as codified in the New York Code of Rules and Regulations (NYCRR), the Internal Revenue Service Code, and the Income Tax Regulations promulgated there under, and by the contracts entered into by the Association with government, foundation or other funding sources, Roberts Rules of Order, newly revised, shall be used as a guideline in answering all questions of proper parliamentary procedure when not in violation of the Not-for-Profit Association Law.

Article XVII HARASSMENT

Harassment of any kind is not productive and will not be tolerated by this Association. Any individual bound by these bylaws who is subject to verbally abusive language relating to race, ethnicity, national origin, gender, religion, veteran status, marital status, age, disability or sexual orientation, or who experiences inappropriate physical touching or suggestive language is encouraged to report it

immediately to the President. Any individual bound by these bylaws that is aware of such verbally or physically abusive conditions should report such activity immediately. The general policy will be reflected in the personnel procedures and program procedures promulgated by the Association to cover its staff as appropriate. However, nothing in this Article will bind the staff of the Association, who will instead be covered by the procedures contained in their personnel policies and program procedures.

Article XVIII AMENDMENTS

These bylaws may be amended by a two-thirds majority vote of the Board of Directors at any Regular, Special or Annual Meeting.

Article XIX DISSOLUTION

The Association may be dissolved by two-thirds (2/3) majority vote of the Board of Directors at any Regular, Special or Annual Meeting.  If the Association is dissolved, the net assets after settlement of obligations shall be donated to an organization dedicated to natural resources conservation designated by a majority of the board members at such meeting.

Article XX ZIPPER CLAUSE

This policy, to the extent that it is inconsistent with previously promulgated policies of this organization relevant to document retention/destruction, supersedes said previously promulgated policies. All previous policies relevant to the subject matter here, to the extent that they are inconsistent, are hereby declared null and void.

Article XXI STATUTORY COMPLIANCE

Section 1. Definitions.

Should any term, phrase or understanding relative to any topic addressed in these Bylaws and/or the policies of the Association be specifically defined in a document entitled, “Bylaws and Corporate Policy Definitions,” a copy of which is annexed hereto, and made a part hereof as Appendix A, the stipulated definition of such term in said document shall govern for purposes of interpreting the Bylaws and/or the policies of the Association.

Section 2. Conflicts of Interest Protocols.

This Association shall adopt, and at all times honor, the terms of a written conflicts of interest policy to assure that its directors, officers and key employees act in the Association’s best interest and comply with applicable legal, regulatory and ethical requirements. The conflicts of interest policy of the Association shall include, at a minimum, the following provisions:

2.1. Procedures. Procedures for disclosing, addressing, and documenting Conflicts of Interest and Related Party Transactions to the Board of Directors, or authorized committee, as appropriate.

2.2. Restrictions. Stipulations that when the Board of Directors, or authorized committee, as appropriate, is considering a real/potential conflict of interest, the interested party shall not:

i. be present at, or participate in, any deliberations,

ii. attempt to influence deliberations, and/or

iii. cast a vote on the matter.

2.3. Definitions. Definitions of circumstances that could constitute a conflict of interest are annexed hereto, and made a part hereof as Appendix B.

2.4. Documentation. Requirements that the existence and resolution of the conflict be documented in the records of the Association, including in the minutes of any meeting at which the conflict was discussed or voted upon.

2.5. Audit-Related Disclosure. Protocols to assure for the disclosures of all real or potential conflicts of interest are properly forwarded to the Audit Committee or Conflicts of Interest Committee, as appropriate, or if there is no such Audit or Conflicts Committee, to the Board of Directors, or another Committee of the Board, as appropriate.

Section 3. Conflicts of Interest Policy.

The Conflicts of Interest Policy of the Association required in order to comply with the mandates of Section 2 of this Article is found in Article IX of these Bylaws.

Section 4. Potential Conflicts Disclosure Statement.

The Potential Conflicts Disclosure Statement of the Association required in order to comply with the mandates of Section 2.5 of this Article is annexed hereto, and made a part hereof as Appendix E.

Section 5. Whistleblower Protection Policy.

This Association shall adopt, and at all times honor the terms of a written Whistleblower Protection Policy in an effort to assure that any director, officer, employee or volunteer who provides substantial services to the Association shall be free of fear of intimidation, harassment, discrimination or other forms of retaliation on the part of the Association, or any of its directors, officers, employees or volunteers, as a consequence of the good-faith filing of a report relative to possible violations of any statute, regulation, applicable ethical standard or policy or procedure of the Association. The Whistleblower Protection Policy of the Association required in order to comply with the mandates of Section 4 of this Article is annexed hereto, and made a part hereof as Appendix D.

Section 6. Audit Oversight Policy.

If required by statute, regulation or contract, if deemed necessary and practicable by the Board of Directors, or if mandated by any empowered governmental agency, the accounts of the Association shall be subject to an annual audit report or audit review report prepared by an independent Certified Public Accountant to be overseen by the Board of Directors, or a designated Audit and Finance, or other committee of the Board of Directors, comprised solely of independent directors, pursuant to the terms of the Audit Oversight Policy of the Association, a copy of which is annexed hereto, and made a part hereof as Appendix C.

APPENDIX A | Bylaws and Corporate Policy Definitions

1. Charitable Association.

Any Not-for-Profit Corporation formed, or deemed to be formed, for charitable purposes, including those formerly considered by the Not-for-Profit Corporation Law to be Type “B” or “C” Corporations, as well as former Type “D” with Charitable purposes.

2. Non-Charitable.

Any Not-for-Profit Corporation formed, or deemed to be formed, for other than the purposes of a Charitable Corporation, including, but not limited to one formed for any one, or more of the following non- pecuniary purposes: civic, patriotic, political, social, fraternal, athletic, agricultural, horticultural, or animal husbandry, or for the purpose of operating a professional, commercial, industrial, trade or service association, including those formerly considered by the Not-for-Profit Corporation Law to be Type “A” Corporations, as well as former Type “D” with Non-Charitable purposes.

3. Related Party.

A “Related Party” means (i) any Director, Officer or Key Employee of the Corporation, or any Affiliate; (ii) any Relative of any Director, Officer or Key Employee of the Corporation, or any Affiliate; or (iii) any entity in which any individual described in clauses (i) and (ii) herein has a thirty-five percent (35%) or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of five percent (5%).

4. Affiliate.

An “Affiliate” of the Corporation means any entity controlled by, in control of, or under common control with, the Corporation.

5. Director.

A “Director” means any member of the governing Board of the Corporation, whether designated as director, trustee, manager, governor, or by any other title.

6. Officer.

An “Officer” means any director, trustee, manager, governor, or by any other title, any individual holding an office of the Corporation identified in the Certificate of Incorporation and/or Bylaws.

7. Key Employee.

A “Key Employee” means any person who is in a position to exercise substantial influence over the affairs of the Corporation.

8. Relative.

A “Relative” of an individual means his or her spouse, domestic partner, ancestors, brothers and sisters (whether whole or half-blood), children (whether natural or adopted), grandchildren, great-grandchildren, and spouses or domestic partners of brothers, sisters, children, grandchildren, and/or great-grandchildren.

9. Related Party Transaction.

A “Related Party Transaction” means any transaction, agreement or any other arrangement in which a Related Party has a financial interest and in which the Corporation, or any Affiliate, is a participant. The assessment of, and any determination concerning, any Related Party Transaction, must be considered in strict compliance with the adopted policies and procedures of the Corporation.

10. Entire Board.

The “Entire Board” means the total number of Directors entitled to vote which the Corporation would have if there were no vacancies. If the Bylaws provide that the Board of Directors shall consist of a fixed number of Directors, then the “Entire Board” shall consist of that number of Directors. If the Bylaws provide that the Board may consist of a range between a minimum and maximum number of Directors, then the “Entire Board” shall consist of the number of Directors within such range that were elected as of the most recently held election of Directors.

11. Independent Director.

An “Independent Director” means a Director who:

i. is not, and has not been within the last three (3) years, an Employee of the Corporation or an Affiliate of the Corporation and does not have a Relative who is, or has been within the last three (3) years, a Key Employee (as defined by these Bylaws) of the Corporation or an Affiliate,

ii. has not received, and does not have a Relative who has received, in any of the last three (3) fiscal years, more than ten thousand dollars ($10,000) in direct compensation from the Corporation or an Affiliate (other than reimbursement for expenses reasonably incurred as a Director or reasonable compensation for service as a Director if permitted by statute and regulation), and,

iii. is not a current Employee of or does not have a substantial financial interest in, and does not have a Relative who is a current Officer of or has a substantial financial interest in, any entity that has made “payments” to, or received “payments” from, the Corporation or an Affiliate of the Corporation for property or services in an amount which, in any of the last three (3) fiscal years, exceeds the lesser of twenty-five thousand dollars ($25,000) or two percent (2%) of such entity’s consolidated gross revenue. For purposes of this definition the term “payments” does not include charitable contributions.

12. Independent Auditor.

An “Independent Auditor” means any Certified Public Accountant performing the audit of the financial statements of the Corporation who is not, nor is any member of his/her firm, an Officer, Director, Employee or Volunteer of the Corporation or has a Relative who is such an individual.

APPENDIX B | Board of Directors Conflicts of Interest Policy Definitions

  1. Policy Definitions.

a. Affiliate. An “Affiliate” of the Corporation means any entity controlled by, in control of, or under common control with, the Corporation.

b. Director. A “Director” means any member of the governing Board of the Corporation, whether designated as director, trustee, manager, governor, or by any other title.

c. Key Employee. A “Key Employee” means any person who is in a position to exercise substantial influence over the affairs of the Corporation.

d. Officer. An “Officer” means any director, trustee, manager, governor, or by any other title, any individual holding an office of the Corporation identified in the Certificate of Incorporation and/or Bylaws.

e. Related Party. A “Related Party” means (i) any Director, Officer or Key Employee of the Corporation, or any Affiliate; (ii) any Relative of any Director, Officer or Key Employee of the Corporation, or any Affiliate; or (iii) any entity in which any individual described in clauses (i) and (ii) herein has a thirty-five percent (35%) or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of five percent (5%).

f. Related Party Transaction. A “Related Party Transaction” means any transaction, agreement or any other arrangement in which a Related Party has a financial interest and in which the Corporation, or any Affiliate, is a participant. The assessment of, and any determination concerning, any Related Party Transaction, must be considered in strict compliance with the adopted policies and procedures of the Corporation.

g. Relative. A “Relative” of an individual means his or her spouse, domestic partner, ancestors, brothers and sisters (whether whole or half-blood), children (whether natural or adopted), grandchildren, great- grandchildren, and spouses or domestic partners of brothers, sisters, children, grandchildren and/or great- grandchildren.

APPENDIX C | Audit Oversight Policy

  1. Auditing.

If required by statute, regulation or contract, if deemed necessary and practicable by the Board of Directors, or if mandated by any empowered governmental agency, the accounts of the Corporation shall be subject to an annual audit report or audit review report prepared by an independent certified public accountant, an “independent auditor” (as defined by these Bylaws). Once retained, neither the independent auditor, nor a partner, associate or employee of the independent auditor’s firm or practice; or, a “relative” (as defined in these Bylaws), or a partner, associate or employee of a relative’s firm or practice, shall perform any assistance to the Corporation other than that directly related to auditing functions.

2. Required Duties.

Should statute, regulation or contract require the Corporation to file an audit report or audit review report prepared by an independent certified public Accountant, an “independent auditor” (as defined by these Bylaws), the Board of Directors, or a designated Audit and Finance, or other, Committee of the Board of Directors, comprised solely of “independent directors” (as defined by these Bylaws), shall perform the following duties:

i. oversee the accounting and financial reporting processes of the Corporation and the audit of the Corporation’s financial statements;

ii. annually retain or renew the retention of an independent auditor to conduct the audit and, upon completion thereof, review the results of the audit and any related management letter with the independent auditor; and,

iii. oversee the adoption, implementation of, and compliance with the Corporation’s Conflict of Interest Policy and any required Whistleblower Policy adopted by the Corporation if such functions are not otherwise performed by another Committee of the Board comprised solely of independent directors.

3. Additional Revenue-Imposed Duties.

Should the Corporation be required to file an audit report or audit review report prepared by an independent auditor and in the prior fiscal year had, or in the current fiscal year reasonably expects to have, annual revenue in excess of one million dollars ($1,000,000), by state statute, the Board, or a designated Audit and Finance Committee, or another committee of the Board, comprised solely of independent directors, shall also be required to perform the following duties:

i. review with the independent auditor the scope and planning of the audit prior to the audit’s commencement;

ii. upon completion of the audit, review and discuss with the independent auditor:

a. any material risks and weaknesses in internal controls identified by the independent auditor;

b. any restrictions on the scope of the independent auditor’s activities or access to requested information;

c. any significant disagreements between the independent auditor and management of the Corporation; and,

d. the adequacy of the Corporation’s accounting and financial reporting processes;

iii. annually consider the performance and independence of the independent auditor; and,

iv. if the duties required by this section are performed by an Audit and Finance Committee, or another committee of the Board, report on the committee’s activities to the Board.

4. Affiliate Corporations.

Should the Corporation control other “affiliate” (as defined by these Bylaws) subsidiary corporations, the Board of Directors of this Corporation, or a designated Audit Committee comprised solely of this Corporation’s independent directors, may pursuant to state statute and these Bylaws perform all audit oversight duties stipulated in this Article for any such affiliate or subsidiary corporations.

5. Restrictions.

Only independent directors may participate in any Board or committee deliberations or voting relating to matters set forth in this Article.

APPENDIX D | Whistleblower Protection Policy

  1. Intent.

The Corporation shall endeavor to protect any “Director,” “Officer” (each as defined by these By-Laws) employee, including any “Key Employee” (as defined by these By-Laws) or volunteer who provide substantial services to the Corporation intimidation, harassment, discrimination or other forms of retaliation on the part of the Corporation, or any of its Directors, Officers, Employees or Volunteers, as a consequence of the good-faith filing of a report relative to possible violations of any statute, regulation, applicable ethical standard or policy or procedure of the Corporation.

2. Requirements.

Provided the Corporation has twenty (20) or more Employees (full-time, part-time, or a combination thereof) and annual revenue exceeding one million dollars ($1,000,000), it is required, pursuant to state statute, to adhere to the terms of this policy, which, in the absence of such considerations, shall be considered advisable, but not necessarily required.

3. Disclosure.

If any Director, Officer, Employee or Volunteer reasonably believe that some policy, practice, or activity of the Corporation, or of another individual or entity with whom the Corporation has a substantial business relationship exceeding ten thousand dollars ($10,000), may violate any statute, regulation, applicable ethical standard or policy or procedure of the Corporation, such individual is required to file a confidential written report summarizing his/her concerns with the Vice-President, general counsel for the Corporation or a designated Employee Protection Officer, as appropriate.

4. Investigation & Resolution.

The investigation of any alleged misconduct or omission governed by this policy shall be conducted in the following manner:

a. the subject Director, Officer, Employee or Volunteer shall file the confidential written report with the Vice-President, general counsel or other designated Employee Protection Officer, as appropriate, within thirty (30)-days of witnessing the alleged misconduct or omission, whereupon said Vice-President, general counsel or other designated Employee Protection Officer, as appropriate, shall act as follows:

i. maintain the confidentiality of subject Director, Officer, employee or volunteer by not disclosing to other Directors, Officers, Employees or Volunteers of the Corporation, the existence of the alleged misconduct or omission, the underlying factual circumstances of the filing of the written report, except as needed in order to properly investigate the matter,

ii. conduct an appropriate investigation of the mater within approximately thirty (30)-days of receipt of the written report, or as soon as practicable thereafter,

iii. review the policies and procedure of the Corporation, making particular note of the alleged misconduct or omission,

iv. assess, in the most confidential manner possible, the concerns of the subject Director, Officer, Employee or Volunteer, via written questionnaire and/or interview, as well as those of other Directors, Officers, employees or volunteers who may have an understanding of, or be complicit in, the alleged misconduct or omission, in order to form an informative opinion of the matter and, if necessary, potential recommendations for resolution,

v. prepare and submit a written report on the matter to either the Audit and Finance Committee or an Ad Hoc Whistleblower–Employee Protection Committee of the Board, as appropriate, together with recommendations as to resolution and a timeline for implementation of recommended actions, and,

vi. forward a copy of the written report to the “Entire Board of Directors” (as defined by these By- Laws).

b. the Audit and Finance Committee or Whistleblower–Employee Protection Committee, as appropriate, shall act on the written report of the Vice-President, general counsel or other designated Employee Protection Officer, as appropriate, review findings and recommendation identified therein, and submit to the Board of Directors a written assessment of the matter, recommendations as to resolution and a timeline for implementation of recommended actions; and,

c. upon receipt of the written report of the Vice-President, general counsel or other designated Employee Protection Officer, as appropriate, and the written assessment of the Audit & Finance Committee or Whistleblower–Employee Protection Committee, as appropriate, the Board of Directors, at its next scheduled Regular Meeting, or a Special Meeting called for that purpose, shall consider the matter and render binding determinations as to resolution, up to, and including, the suspension or removal of any Director, Officer, employee or volunteer of the Corporation found to have engaged in the subject misconduct or omission.

5. Retaliation Protections.

Upon filing a written report of alleged violation(s) of statute, regulation or applicable ethical standard, any such Director, Officer or Key Employee shall be protected, directly and indirectly, from intimidation, harassment, discrimination or other forms of retaliation on the part of the Corporation or any of its Directors, Officers, employees or volunteers.

6. Documentation.

The Audit and Finance Committee or Whistleblower–Employee Protection Committee, as appropriate, and the Board of Directors shall assure that the matter is properly documented in the records of the Corporation, including minutes of any meeting of any Committee and the Board where the matter was considered and/or addressed, paying particular attention to the confidentiality of this policy.

7. Limitations.

This policy does not protect any Director, Officer, employee or volunteer of the Corporation acting in bad faith; who is deliberately dishonesty; and/or, has personally garnered profit, or some other advantage, to which he/she is not legally entitled. No Director, Officer, Employee or Volunteer should expect protection under this policy if he/she is complicit in the misconduct or omission that is the subject of his/her concern, unless his/her complicity is, itself, prompted by duress or is motivated by reasonable fear of some form of intimidation, harassment, discrimination or other form of retaliation.

8. Publication.

A copy of the policy shall be distributed to all Directors, Officers, Employees and Volunteers who provide substantial services to the Corporation.

APPENDIX E | Code of Ethical Conduct & Annual Potential Conflicts Disclosure Statement

—Code of Ethical Conduct—

This Corporation is committed to maintaining the highest standard of conduct in carrying out our fiduciary obligations in pursuit of our tax-exempt mission and purposes. As such, each and every Director, Officer and Key Employee (to the extent applicable) shall adhere to the following code of conduct:

Bylaws and Policies.

  • Be aware of and fully abide by the constitution, bylaws, Board Member Job Description, rules and regulations of the Corporation and policies of the Corporation, pursuant to the New York Not-for- Profit Corporation Law (NFPCL).
  • Ensure compliance of the Corporation with respect to all statutes, regulations and contractual requirements.
  • Respect and fully support the duly-made decisions of the Board of Directors in accordance with their fiduciary duties of obedience and loyalty.
  • Respect the work and recommendations of committees who are duly charged and have convened and deliberated accordingly, pursuant to the NFPCL.
  • Work diligently to ensure that the Board fully assumes its role as a policy-making, governing body.
  • View and act toward the Executive Director as the chief administrative officer with the sole responsibility for the day-to-day management of the organization, including personnel, and for implementation of Board policies and directives.
  • Act in ways that do not interfere with the duties or authority of staff.
  • Recognize that my job is to ensure that the non-profit is well managed, not to manage the nonprofit.

Informed Participation.

  • Attend most, if not all, meetings of the Board and assigned committees.
  • Remain well-informed of all matters, including financial, that come before the Board and/or assigned committees.
  • Respect and follow the “chain of command” of the Board and administration.
  • Constructively and appropriately bring to the attention of the Board, officers, committee chairs and/or appropriate staff any questions, personal views, opinions and comments of significance on relevant matters of governance, policymaking, and our constituencies.
  • Oppose, on the record, Board actions with which one disagrees or is in serious doubt.
  • Appropriately challenge, within the structure and bylaws of the corporation, those binding decisions that violate the legal, fiduciary or contractual obligations of the Corporation.
  • Attempt to interpret the needs of those we serve to the nonprofit, and interpret the actions of the nonprofit to those we serve.
  • Represent all those whom this nonprofit serves, not just a geographic area or interest group.
  • Will not fully commit to others or self to vote a particular way on an issue before participating in a deliberation session in which the matter is discussed and action duly taken.

Conflict of Interest, Representation and Confidentiality.

  • Represent the best interests of the Corporation at all times and to declare any and all duality of interests or conflicts of interests, material or otherwise, that may impede or be perceived as impeding the capacity to deliberate or act in good faith, on behalf of the best interests of the Corporation.
  • Conform to the procedures for such disclosure and actions as stated in the Bylaws or otherwise established by the Board, pursuant to NFPCL.
  • Will not seek or accept, on behalf of self or any other person, any financial advantage or gain that may be offered because, or as a result, of the Board member’s affiliation with the Corporation.
  • Publicly support and represent the duly made decisions of the Board.
  • Speak positively of the organization to the Corporation members, and all current and potential stakeholders and constituencies.
  • Will not take any public position representing the Corporation on any issue that is not in conformity with the official position of the corporation.
  • Will not use or otherwise relate one’s affiliation with the Board to independently promote or endorse political candidates or parties for the purpose of election.
  • Will maintain full confidentiality and proper use of information obtained as a result of Board service in accordance with Board policy or direction.

Interpersonal.

  • Speak clearly, listen carefully to and respect the opinions of fellow Board members and key staff.
  • Promote collaboration and partnership among all members of the Board.
  • Maintain open communication and an effective partnership with the Board’s officer and committee leadership.
  • Remain “solution focused,” offering criticism only in a constructive manner.
  • Will not filibuster or engage in activities during meetings that are intended to impede or delay the progress and work of the Board because of differences in opinion or other personal reasons.
  • Always work to develop and improve one’s knowledge and skills to enhance one’s abilities as a Director.
  • Maintain a professional level of courtesy, respect and objectivity in all activities.

—Annual Potential Conflicts Disclosure Statement—

As a director or officer or key employee of the Corporation, prior to being seated on the Board of Directors or commencing employment with the Corporation, as appropriate, and annually thereafter, you are required to truthfully, completely, and accurately disclose all information requested herein and to promptly update all such information as circumstances may change from time-to-time. With regard to this Conflicts Disclosure Statement, be advised, all material terms identified by quotation marks are defined by Appendix “A” of the Bylaws of the Corporation, which is entitled “Bylaw and Corporate Policy Definitions.”

please mark “Yes” or “No” where indicated and provide additional information when requested

Financial Information Return Disclosure.

Responses to the following questions are required in order to complete financial information returns annually submitted to the Internal Revenue Service and the Office of the Attorney General.

  1. Have you served as an officer, director, trustee, key employee, partner or member of, or hold a thirty- five percent (35%) or greater ownership or beneficial interest – or in the case of a partnership or professional corporation a direct or indirect ownership interest in excess of five percent (5%) – in an entity which during the most recently completed, or current, fiscal year, had, or is reasonably anticipated to have, a direct, or indirect, business relationship, with the Corporation?

No                   Yes                  If Yes, briefly describe below and attach a detailed explanation

2. Have you, individually, or through an entity where you hold a thirty-five percent (35%) or greater ownership or beneficial interest, or in the case of a partnership or professional corporation a direct or indirect ownership interest in excess of five percent (5%), during the most recently completed, or current, fiscal year, had, or is reasonably anticipated to have, a direct, or indirect, business relationship, with any individual who is a current or former “officer,” “director” or “key employee” of the Corporation?

No                   Yes                  If Yes, briefly describe below and attach a detailed explanation

3. Do you have a “relative” who, during the most recently completed, or current, fiscal year, had, or is reasonably anticipated to have, a direct, or indirect, business relationship with the Corporation?

No                   Yes                  If Yes, briefly describe below and attach a detailed explanation

4. Have you been provided with, properly reviewed and reasonably understand the terms of the Corporation’s current written Board of Directors Conflict of Interest Policy?

No                   Yes                  If No, briefly describe below and attach a detailed explanation

5. Have you, or did you have a “relative” who, during the most recently completed, or current, fiscal year, had, or is reasonably anticipated to have, any transaction with the Corporation that might reasonably be considered a real or potential conflict of interest pursuant to the Corporation’s Board of Directors Conflict of Interest Policy, which has not been otherwise disclosed herein?

No                   Yes                  If Yes, briefly describe below and attach a detailed explanation

Independent Director Assessment Disclosure.

In order to qualify as an “independent director,” as defined by the New York Not-for-Profit Corporation Law, an officer or director must respond in the affirmative to each of the following questions, although failure to respond in the affirmative to all questions shall not necessarily preclude such an officer or director from serving on the Board of Directors.

  1. Are you currently, or have you been within the last three (3) fiscal years, an employee of the Corporation, or an “affiliate” of the Corporation?

No                   Yes                  If Yes, briefly describe below and attach a detailed explanation

2. Do you have a “relative” who is, or has been within the last three (3) years, a “key employee” of the Corporation or an affiliate of the Corporation?

No                   Yes                  If Yes, briefly describe below and attach a detailed explanation

3. Have you received, within the last three (3) fiscal years, more than ten thousand dollars ($10,000) in direct compensation from the Corporation, or an “affiliate” of the Corporation, other than reimbursement for out-of- pocket expenses?

No                   Yes                  If Yes, briefly describe below and attach a detailed explanation

4. Do you have a “relative” who has received, within the last three (3) fiscal years, more than ten thousand dollars ($10,000) in direct compensation from the Corporation, or an “affiliate” of the Corporation, other than reimbursement for out-of-pocket expenses?

No                   Yes                  If Yes, briefly describe below and attach a detailed explanation

5. Are you a current officer or employee of, or do you have a substantial financial interest in, any entity that has made “payments” to, or received “payments” from, the Corporation or an “affiliate” of the Corporation, for property or services in an amount which, within the last three (3) fiscal years, exceeds the lesser of twenty-five thousand dollars ($25,000) or two percent (2%) of such entity’s consolidated gross revenue? For purposes of this question, the definition of the term “payments” does not include charitable contributions.

No                   Yes                  If Yes, briefly describe below and attach a detailed explanation

6. Do you have a relative who is a current officer or employee of, or has a substantial financial interest in, any entity that has made “payments” to, or received “payments” from, the Corporation or an “affiliate,” for property or services in an amount which, within the last three (3) fiscal years, exceeds the lesser of twenty-five thousand dollars ($25,000) or two percent (2%) of such entity’s consolidated gross revenue? For purposes of this question, the definition of the term “payments” does not include charitable contributions.

No                   Yes                  If Yes, briefly describe below and attach a detailed explanation

—Certification—

I, the undersigned, certify that I have read and understand this Code of Ethical Conduct and Annual Conflicts Disclosure Statement. I agree that my actions will comply with the disclosures found in this document. I further affirm that neither I, as a related party nor any relative have, or had, an interest, or has taken any action, that contravenes, or is likely to contravene, the Conflict of Interests Policy of the Corporation or, otherwise impedes my ability to act as a fiduciary and in the best interests of the Corporation, except those that may have been disclosed herein.

Director Signature                                                                                Date

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