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| Article One -
Organization 1. The name of this organization shall be THE GIFT OF LIFE, INC. 2. The organization shall have a seal that shall be in the following form: Article Two - Purposes In carrying out the purposes hereinafter set forth, and subject to any limitation or restriction of the Not- For-Profit Corporation Law of the State of New York, and other law, or any policies of Rotary International, the organization shall have the following powers: 1. To foster and promote the cure and alleviation of the condition of children from heart disease and other similar or allied diseases. 2. To provide funds for the benefit of existing hospitals and institutions to enable them to carry out the above stated purposes and to support the said hospitals and institutions with funds and equipment. 3. To promote research, training, education, guidance, and any and all other lawful means, to carry out the above stated purposes through such agencies, corporations, hospitals, institutions and other organizations legally approved for these activities. 4. To solicit, receive and maintain funds, property and services and apply them or the income thereof to the above stated purposes and to use its funds only to accomplish the objectives and purposes specified in the Certificate of Incorporation and these by-laws, and no party of those said funds shall inure or be distributed to the members of the organization . The organization shall not represent that it is an agency of Rotary International, or that it or its activities are approved or authorized by Rotary International. The organization shall operate as an activity of the Rotarians of Rotary District 7250 that comprises its membership. The foregoing disclaimer concerning Rotary International, and the organization being an activity of the Rotarians of Rotary District 7250 that comprise its membership, are intended as an acknowledgment of the fact that the organization is created and operated for the convenience of its members and not as a formally sanctioned activity of Rotary International.1 Article Three - Membership 1. General Membership - The following individuals and organization shall be eligible for membership in the organization: 2. Individual Member - Any natural person who is interested in fostering and promoting the goals, purposes and well being of the organization shall be eligible for membership. 3. Organizational Member - Any association, corporation, partnership and/or legally constituted not-for-profit or charitable organization or other organization whose purpose, interests and goals are similar and compatible with the purposes of this organization. shall be eligible for membership. Any membership may be terminated by a majority vote of the Board of Directors. Application for membership shall be submitted to the Board of Directions on a form approved by the Board and shall be acted upon at the next scheduled meeting of the Board. Election to membership shall be by a majority vote of the Board and shall become effective upon induction into membership at the next scheduled membership meeting at which the inductee, or its representative in the case of an organization approved for membership, must be present. Article Four - Meetings The annual membership meeting of this organization shall be held on the 1st Monday of December each and every year, except if such a day be a legal holiday, then and in that event the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these By Laws. The Secretary shall cause to be mailed to every member in good standing at the address that appears in the membership roster of this organization a notice telling the time and place of such annual meeting. Regular meetings of this organization shall be held on the first Monday of each month of each year, except if such a days be a legal holiday, then and in that event, the Board of Directors shall fix the day, but it shall be not more than two weeks form the date fixed by these By Laws. The Secretary notify every member in good standing at the address that appears in the membership roster roll of this organization, a notice telling the time and place of the revised meeting. Special meetings of this organization may be called by the President when he/she deems it in the best interest of the organization. Notices of such meeting shall be mailed to all members at their addresses as they appear in the membership rooster at least 7 days but not more than 21 days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom called. At the request of one-third of the Board of Directors or one-third of the membership of the organization, the President shall cause a special meeting to be called but such request must be made in writing at least 7 days before the requested scheduled date. No other business but that specified in the notice may be transacted at such meeting. A telephone conference call or a vote by fax or other electronic device shall be deemed a properly convened meeting where time constraints require immediate action by the Board of Directors. Article Five - Voting At all meetings, of the Board of Directors and general membership all votes shall be by voice unless a majority of the voting members request a vote by ballot. At any regular or special meeting, if a majority so requires, any question may be voted upon by ballot. Officers and Directors shall be elected at the annual meeting of the organization by majority vote of the member present. Each Board Member that is a member in good standing of the organization shall be entitled to one vote in such election. At all votes by ballot, the Chair of such meeting shall immediately prior to the commencement of balloting appoint a committee of three who shall act as "Inspectors of Election" and who shall at the conclusion of such balloting certify the results in writing to the Chair. A certified copy shall be physically affixed in the minute book to the minutes of that meeting. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon. There shall be no votes cast by proxy. Article Six - Order of Business 1 - Roll Call 2 - Reading of the minutes of the preceding meeting. 3 - Reports of Committees. 4 - Reports of Officers. 5 - Old and Unfinished Business. 6 - New Business. 7 - Good and Welfare. 8 - Adjournment. Article Seven - Board of Directors The business of this organization shall be managed by a Board of Directors consisting of: (a) At least fourteen members, but not more than twenty (20) members; (b) All the officers of this organization as more specifically listed in Article Nine of these By-Laws; and ; (c ) The District Governor Elect and the Immediate Past District Governor (unless either of them shall decline to act.) (d) Four (4)additional Past Presidents; The following members of the organization shall be eligible to apply for General Board Membership: Rotarian Members - Any member who is a Rotarian in good standing of a Rotary Club in District 7250, Rotary International. All references herein to "District Governor," "Immediate Past District Governor," and District Governor Nominee" shall refer to such positions in Rotary District 7250. The Board shall at all times be comprised of at least Seventy-five percent (75%) of Rotarian members from District 7250, Rotary International, then elected and serving. Membership in the organization by District Rotarians shall continue for as long as the member remains a member in good standing of a Rotary Club in District 7250, serves actively on a committee, and maintains the attendance requirements. Non-Rotarian Members - Any Individual member who is interested in fostering and promoting the goals, purposes and well being of the organization, and who is not a Rotarian in District 7250, Rotary International. Likewise, any approved organizational member, whose interests, goals or purposes are similar and compatible to those of this organization, may be eligible for membership on the Board of Directors. Board membership of Non-Rotarian members shall be at all times limited to twenty five (25%) percent of the total number of members on the Board of Directors, then elected and serving. Advisory Members - Any association, corporation, partnership and/or legally constituted not-for- profit or charitable organization or other organization whose purposes are similar and compatible with the purposes of this organization, which has been approved by the Board of Directors, is entitled to have one of its members or representatives attend any and all regularly scheduled or special meetings. Said advisory members may participate in all discussions had during such board meetings, but shall not have any voting powers. It shall the responsibility of each and every advisory member to designate a natural person who shall represent said association, corporation, partnership and/or legally constituted not-for-profit or charitable organization or other organization, and to supply the organization with that individual's name, address and telephone number. It is the obligation of the association, corporation, partnership and/or legally constituted not-for-profit or charitable organization or other organization to notify the organization of any changes in the name, address and/or telephone number of the advisory member's designated representative. Advisory membership by organizational members in the organization shall continue for as long as the member organization supports and maintains interests, goals or purposes which are similar and compatible with the purposes of the organization, and participates in the activities of the organization. Any board membership may be terminated by a majority vote of the Board of Directors if a member or its representative, in the case of an organizational member exhibits conduct detrimental to the principles of the organization or Rotary International. Said board members may also be terminated for failure to participate in the organizational activities, including but not limited to, failure to attend board and/or general membership meetings, failure to participate and/or attend fund-raising activities, failure to participate in the hosting of children brought in for surgery, and for such other reasons as the board may deem proper reasons for termination. The Secretary of the organization shall maintain a roster of the membership. Said records shall be maintained at the organization's central offices and shall be available for inspection during normal business hours. At least one of the directors elected shall be a resident of the State of New York and a citizen of the United States. The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of one year. The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting. One-half of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly on the first Monday of each month. Each director shall have one vote and such voting may not be done by proxy. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary. Vacancies in the said Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year. The Chairman of the Board by virtue of his office shall preside over the Board of Directors. A Director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interests of the organization for this hearing. Article Eight - Executive Committee An Executive Committee consisting of the corporation's officers, the District Governor, and the immediate Past President may be convened when time and/or other constraints contra-indicate the convening of the full Board of Directors. The Executive Committee shall enjoy all the powers of the full Board of Directors and may take such actions as may be deemed appropriate for the good of the corporation. Minutes of each such meeting shall be maintained and the actions of the Executive Committee must be ratified by the Board of Directors at it's next meeting. Four members of the Executive Committee shall constitute a quorum. A telephone conference call or a vote by fax or other electronic device shall be deemed a properly convened meeting where time constraints require immediate action by the Executive Committee. Article Nine - Officers The officers of the organization shall be as follows: Chairman Emeritus Chairman person Ex-Officio Chairman person of the Board. President. Vice Presidents. Secretary. Treasurer. Immediate Past President 21 Administrative Coordinator All officers of must be members in good standing of a Rotary Club in District 7250. The Chairman Emeritus shall promote the goodwill and general purposes of the organization and shall be available to provide advice to the Board of Directors in carrying out the purposes of the organization. The Chairman Ex-Officio. The District Governor shall be invited to serve as Chairperson Ex-Officio of the corporation. All matters concerning the rules, regulations and policies of Rotary International and Rotary District 7250 shall be referred to the District Governor for his consideration and approval prior to Board action. The Chairman of the Board shall preside at all meetings of the Board of Directors. The President shall preside at all membership meetings. He shall present at each annual meeting of the organization an annual report of the work of the organization. He shall appoint the Chairman and members of all committees, temporary or permanent, except as otherwise stated herein. He shall see that all books, reports and certificates as required by law are properly kept or filed. He shall be one of the officers who may sign the checks or drafts of the organization. He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization. The President may, at his discretion, spend up to $2,000 per fiscal year on expenditures that foster, support and/or promote the goals, purposes and well being of the organization. However, in no event shall any individual expenditure exceed $500. Prior to distributing the slate of Officers and Directors nominated by the Nominating Committee to the general membership as provided in Article Eleven, the President shall submit the report of the Nominating Committee to the District Governor Nominee, and by May 1st each year, the President shall provide submit a copy of the corporation' s proposed budget for the coming year, the prior year's audited financial statement and the six month interim statement for the current year, to the District Governor-Nominee, together with a request that upon his taking office he submit the Gift of Life to the Clubs of the District for their approval as a project of District 7250. Vice Presidents The corporation shall have such Vice Presidents, with such duties as the Board of Directors shall from time to time determine. The Vice President shall In the event of the absence or inability of the President to exercise his office, become acting president of the organization with all the rights, privileges and powers as if he or she had been the duly elected president. If, as the case may be , the President or the President-Elect shall desire to do so in his/her sole discretion, the Administrative Coordinator shall be appointed by, as the case may be, the President or the President-Elect and shall, if approved by the Board of Directors, be a voting member of the Board of Directors. The Administrative Coordinator shall aid the President in any way the President requires in the effective administration of the organization. The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be his duty to file any certificate required by any statute, federal or state. He shall give and serve all notices to members of this organization. He shall be the official custodian of the records and seal of this organization. He may be one of the officers required to sign the checks and drafts of the organization. He the Secretary shall present to the membership at any meetings any communication addressed to him as Secretary of the organization. He shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization. He shall attend to all correspondence of the organization. The Treasurer shall have the care and custody of all moneys belonging to the organization and shall be solely responsible for such moneys or securities of the organization. He shall cause to be deposited in a regular business bank or trust company the funds necessary to operate the regular operations of the Gift Of Life. All additional funds shall be invested in such investments as approved by the Board of Directors. He must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He shall exercise all duties incident to the office of Treasurer. Officers shall by virtue of their office be members of the Board of Directors. No Officer shall by reason of such office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving compensation from the organization for duties other than as a director or officer. Article Ten - Salaries The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of the business of the organization. Article Eleven - Committees and Councils All committees of this organization shall be appointed by the President, and their term of office shall be for a period of one year or less if sooner terminated by the action of the President. Standing Committees 1. Hospital Committee 2. Hospitality and Hosting Committee 3. Fund Raising Committee 4. Public Relations/Publicity Committee 5. Speakers Bureau 6. Ambassadors Committee 7. Furtherance Committee 8. Audit/Finance Committee 9. Nominating Committee Nominating Committee A nominating committee shall be appointed by the President and charged with identifying potential officers and directors in time for election at the corporation's annual meeting. Said Nominating Committee shall consist of (a) the immediate Past President who shall serve as Chair; together with (b) one other Past President, (c ) a Past District Governor; and (d) two other members-at-large (at least one of whom shall be neither an officer or director) to be selected by the Board of Directors, all of whom shall be members in good standing of the organization. The Chairman of the committee shall distribute its slate of officers and directors to the general membership at least 20 days prior to the scheduled election. Any group of 10 of more members may submit the names of alternate candidates to be considered if such names are received by the corporation within 7 days of the scheduled election. A contest for any particular office shall be decided by written ballot as provided for in Article Five hereof. It is recommended that where practical, it shall be the policy of the Nominating Committee that: ( i) all officers shall have served as the Chairman of a Standing Committee for at least two years or as a District Governor of Rotary International, prior to taking office. (ii) the President shall have served as an officer of the corporation for at least two years, or as a District Governor of Rotary International prior to taking office. (iii) the President shall serve a single term of one year. Article Twelve - Dues The organization shall not have dues, nor shall the organization levy any assessments of any nature upon its members. Article Thirteen - Amendments Except as otherwise provided herein, these By-Laws may be altered, amended or repealed at the annual membership meeting of the organization or at any regular or special meeting of the organization if: 1. The proposed alteration, amendment or repeal of these By-Laws has, prior to said annual, regular or special meeting of the organization, been approved by the affirmative vote of a least two-thirds of the members of the Board of Directors present and voting at a regular or special meeting of the Board of Directors, provided that notice of said proposed alteration, amendment or repeal of these By-Laws has been given to the Board of Directors at least ten (10) business days, prior to the said regular or special meeting of the Board; and 2. A notice of the proposed alteration, amendment or repeal of these By-Laws is mailed to the members of the organization at least ten (10) business days prior to said annual membership meeting or regular or special meeting of the members of the organization; and 3. The proposed alteration, amendment or repeal of these By-Laws is approved by the affirmative vote of a majority of the members present and voting at said annual membership meeting or regular or special meeting of the members of the organization. For purposes of the notice required to be given to, as the case may be, the members of the organization or the members of the Board of Directors, pursuant to this Article Thirteen of these By-Laws, mailing for delivery by the U.S. Postal Service or posting on the Gift of Life website or listing in the News-line or other monthly publication of the organization, which News-line or other monthly publication is mailed for delivery by the U.S. Postal Service, shall be deemed sufficient notice. |
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