BYLAWS OF  Eden’s Rose Foundation

A New York Not-for-Profit Corporation

ARTICLE I

NAME

The name of this corporation is Eden’s Rose Foundation.

ARTICLE II

PRINCIPAL OFFICE

A. Office of the Corporation

The board of directors will fix the location of the office of the corporation at any place within the State of New York. 

B. Other Offices of the Corporation

The board may at any time establish branch or subordinate offices at any place or places where this corporation is qualified to conduct its activities.

ARTICLE III

PURPOSES

The purpose of this corporation is to conduct community development in partnership with impoverished communities throughout the world.

ARTICLE IV

CONSTRUCTION AND DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the New York Not-for-Profit Corporation Law shall govern the construction of these bylaws. 

ARTICLE V

DEDICATION OF ASSETS

This corporation’s assets are irrevocably dedicated to charitable and public purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code section 501(c)(3).

ARTICLE VI

NO MEMBERS

This corporation shall have no voting members within the meaning of the New York Not-for-Profit Corporation Law. The corporation’s board of directors may, in its discretion, admit individuals to one or more classes of nonvoting members; the class or classes shall have such rights and obligations as the board finds appropriate.

This corporation may refer to persons or entities associated with it as “members,” even though those persons or entities are not voting members, and no such reference shall constitute anyone as a member within the meaning of the New York Not-for-Profit Corporation Law. 

ARTICLE VII

DIRECTORS

A. Powers

Subject to the provisions and limitations of the New York Not-for-Profit Corporation Law and any other applicable laws, the corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the board.

B. Number of Directors

The board of directors shall consist of at three directors unless changed by amendment to these bylaws. 

C. Notice

Regular meetings of the board may be held without notice if the time and place of such meetings are fixed by the board. Special meetings of the board shall be held upon notice to the directors. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the board.

Any notice or communication given by mail pursuant to these bylaws shall be mailed to the person to whom it is directed at the address designated by him/her/it for that purpose or, if none is designated, at his/her/its last known address. Such notice or communication is given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States post office. Such mailing shall be by first class mail.

D. Terms of Office and Election

Each director shall hold office for a term of three years [can be up to five years] and until a successor director has been elected and qualified. Directors shall be elected by the board at its regular meeting. Directors shall be eligible for re-election without limitation on the number of terms they may serve. 

E. Resignation of Directors

Any director may resign by giving written notice to the board chair or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director’s resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective.

F. Removal of Directors

Any of the directors may be removed for cause by vote of the directors provided there is a quorum of not less than a majority present at the meeting of directors at which such action is taken.

G. Filling of Vacancies

Vacancies among directors may be filled by vote of a majority of the directors then in office, regardless of their number. A director elected to fill a vacancy shall hold office until the next annual meeting at which the election of directors is in the regular order of business, and until his/her successor is elected and qualified. 

H. Place of Board Meetings

Meetings of the board shall be held at any place within or outside New York that has been designated by resolution of the board or in the notice of the meeting. 

I. Meetings by Telephone or Other Telecommunications Equipment

Any one or more members of the board 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. Participation by such means shall constitute presence in person at a meeting. 

J. Regular Meetings

The time and place for holding annual or regular meetings of the board shall be fixed by the board. 

K. Special Meetings

A special meeting may be called at any time by the president or other corporate officer, as determined by the board, or by any director upon written demand of not less than one-fifth of the entire board. 

L. Quorum

A majority of the entire board shall constitute a quorum for the transaction of any business. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the board.  

M. Waiver of Notice

Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him/her.  

N. Adjournment

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

O. Action without a Meeting

Any action required or permitted to be taken by the board or any committee thereof may be taken without a meeting if all members of the board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the board or committee shall be filed with the minutes of the proceedings of the board or committee. 

P. Compensation and Reimbursement

Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties. Directors may not be compensated for rendering services to the corporation in any capacity other than director unless such other compensation is reasonable. Any payments to directors shall be approved in advance in accordance with this corporation’s conflict of interest policy, as set forth in Article XIV of these bylaws.

ARTICLE VIII

COMMITTEES

A. Creation and Powers of Committees

The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other standing committees, each consisting of three or more directors, and each of which, to the extent provided in the resolution, shall have all the authority of the board, except that no such committee shall have authority as to the following matters:

(1) The filling of vacancies in the board of directors or in any committee.

 

(2) The amendment or repeal of the bylaws or the adoption of new bylaws.

The board may designate one or more directors as alternate members of any standing committee, who may replace any absent member or members at any meeting of such committee. Each committee of the board shall serve at the pleasure of the board.

B. Meetings and Action of Committees

Meetings and actions of committees of the board shall be governed by, held, and taken under the provisions of these bylaws concerning meetings and other board actions, except that the time for general meetings of such committees and the calling of special meetings of such committees may be set either by board resolution or, if none, by resolution of the committee. Minutes of each meeting shall be kept and shall be filed with the corporate records. The board may adopt rules for the governance of any committee as long as the rules are consistent with these bylaws. If the board has not adopted rules, the committee may do so.

C. Advisory Committees

The requirements of this Article shall not apply to purely advisory committees.

ARTICLE IX

OFFICERS

A. Offices Held

The officers of this corporation shall be the president and secretary. The corporation, at the board’s discretion, may also have such other officers as the board may determine.

Any number of offices may be held by the same person, except that the offices of president and secretary may not be held by the same person.

B. Election of Officers

The officers of this corporation shall be chosen by the board and shall serve at the pleasure of the board, subject to the rights of any officer under any employment contract. 

C. Removal of Officers

Without prejudice to the rights of any officer under an employment contract, the board may remove any officer with or without cause. 

D. Resignation of Officers

Any officer may resign at any time by giving written notice to the board. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to any rights of the corporation under any contract to which the officer is a party.

E. Vacancies in Office

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for normal appointments to that office.

ARTICLE X

EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS

A. Execution of Instruments

The board of directors, 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.

B. Checks and Notes

Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the president of the corporation.

C. Fiscal Year

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

ARTICLE XI

INDEMNIFICATION AND INSURANCE

A.  Indemnification

This corporation shall indemnify its directors and officers to the fullest extent permitted by the New York Not-for-Profit Corporation Law.

B. Insurance

This corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers and directors, to cover any liability asserted against or incurred by any officer or director in such capacity or arising from the officer’s or director’s status as such.

ARTICLE XII

CORPORATE RECORDS

A. Maintenance of Corporate Records

The corporation shall keep, at the office of the corporation, correct and complete books and records of account and minutes of the proceedings of the board and executive committee, if any. The books, minutes, and records may be in written form or in any other form capable of being converted into written form within a reasonable time.

B. Directors’ Right to Inspect

Every director shall have the absolute right at any reasonable time to inspect the corporation’s books, records, documents of every kind, physical properties, and the records of each subsidiary. The inspection may be made in person or by the director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

C. Annual Report

The board shall direct the president and treasurer, if any, to present at the annual meeting of the board a report verified by the president and treasurer, if any, or by a majority of the directors, or certified by an independent public or certified public accountant or a firm of such accountants selected by the board, showing in appropriate detail the following:

(1) The assets and liabilities, including the trust funds, of the corporation as of the end of a twelve month fiscal period terminating not more than six months prior to said meeting;

(2) The principal changes in assets and liabilities, including trust funds, during said fiscal period;

(3)  The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes during said fiscal period; and

(4) The expenses or disbursements of the corporation, for both general and restricted purposes, during said fiscal period.

This report shall be filed with the minutes of the annual meeting of the board.

ARTICLE XIII

AMENDMENT OF BYLAWS

These bylaws may be amended or repealed and new bylaws adopted by the vote of a majority of the board of directors at any directors’ meeting.

ARTICLE XIV CONFLICT OF INTEREST AND COMPENSATION APPROVAL POLICIES

A. Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction.  This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

B. Definitions

Interested Person – Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest – A person has a financial interest if the person has, directly or indirectly, through business, investment or family: 

An ownership or investment interest in any entity with which the organization has a transaction or arrangement, 

A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement, or

A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest.  Under Section C (b), a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

C. Procedures

Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining board or committee members shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest

An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the governing board or committee shall, if appropriate, appointing a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the governing board or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable.  In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

Violations of the Conflicts of Interest Policy

If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

D. Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

E. Compensation

A voting member of the governing board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.

No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding that compensation.

F. Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

Has received a copy of the conflicts of interest policy,

Has read and understands the policy,

Has agreed to comply with the policy,

Understands the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

G. Periodic Reviews

To ensure the organization 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:

Whether compensation arrangements and benefits are reasonable, based on competent survey information and the results of arm’s length bargaining.

Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization’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.

H. Use of Outside Experts

When conducting the periodic reviews as provided for in Section G, the organization may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. 

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