OUR MANADATE (BY-LAWS)
BYLAWS OF the Fund for assistance to the Russian Orthodox Church Outside of Russia
1. NAME OF CORPORATION
The name of this corporation is the Fund for Assistance to the Russian Orthodox Church Outside of Russia (the “Corporation”).
1. Principal Office
The principal office for the transaction of the business of the Corporation shall be fixed and located in 75 East 93rd Street, New York, NY, 10128. The Board of Directors (the “Board”) may change the principal office from one location to another, and this Section 2.1 shall be amended accordingly.
2. Other Offices
The Board may at any time establish branch offices, either within or without the State of New York, in order to advance the proper purposes of the Corporation.
3. OBJECTIVES AND PURPOSES
The Corporation has been formed under the New York Not-for-Profit Corporation Law for charitable and religious purposes. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office. The Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the charitable and religious purposes described in its Certificate of Incorporation.
4. DEDICATION OF ASSETS
The properties and assets of this Corporation are irrevocably dedicated to charitable and religious purposes. No part of the net earnings, properties, or assets of this Corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any Director or Officer of this Corporation, except that this Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its charitable purposes. Upon liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed according to the provisions of the Certificate of Incorporation.
1. Sole Member
This Corporation shall have one member. Such member shall be the Synod of Bishops of the Russian Orthodox Church Outside of Russia or any successor organization (“Member”).
2. Annual Meeting
The Member shall hold an annual meeting at a time and place designated by the Member for purposes of electing Directors and transacting regular business. Notice of these meetings shall be by first-class mail postmarked not less than ten (10) nor more than forty (40) days in advance thereof.
3. Special Meetings
The Member or the Board may call special meetings at any time. Notice of these meetings shall be by first-class mail postmarked not less than ten (10) nor more than forty (40) days in advance thereof. The meeting shall be held at the place designated in the notice. Notice shall state the person who called the meeting and the purpose of the meeting.
4. Member Action without a Meeting
Any action required or permitted to be taken by the Member may be taken without a meeting if the Member consents in writing to that action. Such action by written resolution shall have the same force and effect as a vote of the Member at a duly called and held meeting at which the Member was present and voting. The resolution or resolutions and such written consent or consents thereto shall be filed with the minutes of the proceedings of the Member.
5. Waiver of Notice
Notice need not be given to the Member, if the Member submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of the Member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.
Minutes shall be kept of each Member meeting. Copies of such minutes shall be filed with the corporate records.
a. General Corporate Powers. The business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.
b. Specific Powers. Without prejudice to its general powers, the Board shall have the power to perform all of the following:
1. Select and remove the Officers of the Corporation; prescribe any powers and duties for them that are consistent with the law, with the Certificate of Incorporation, and with these Bylaws.
2. Change the principal office from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency, or country, and conduct business within or outside the State of New York; and designate any place within or outside the State of New York for the holding of any meeting.
3. Adopt, make, and use a corporate seal and alter the form of the seal.
4. Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation’s purposes, in the Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt, to the extent permitted by law.
2. Number of Directors
The authorized number of Directors shall be 16 [sixteen].
3. Appointment and Term of Office of Directors
a. The members of the Board as of the initial meeting of the Board shall be those persons whose names are attached to these Bylaws as Exhibit A. Initial members of the Board shall each serve for 5 [five] years, or until his or her successor is elected or appointed.
b. Subsequent Directors shall be appointed by the Member. All appointments pursuant to this Section 6.3(b) shall be accomplished at an annual meeting or by the delivery of a written action by the Member without a meeting pursuant to Section 5.4 to the President or Secretary of the Corporation, which shall be filed in the same location where the minutes and resolutions of the Corporation are kept.
c. All Directors shall serve terms of 5 [five] years. Directors may serve any number of consecutive terms.
d. The Chair of the Board shall be selected by the Member following, or simultaneously with, the appointment or election of Directors at each annual meeting at which Directors are elected.
4. Qualifications of Board Members
a. Any person 18 years of age or older may be nominated or elected to serve as a Director. Directors need not be residents of the State of New York.
b. At no time shall the Board be constituted so as to be controlled directly or indirectly by one or more “disqualified persons” with respect to the Corporation (as defined in § 4946 of the Internal Revenue Code) other than “foundation managers” as defined by the Internal Revenue Code and other than one or more organizations described in § 509(a)(1) or § 509(a)(2) of the Internal Revenue Code.
a. Events Causing Vacancy. A vacancy on the Board shall be deemed to exist at the occurrence of any of the following:
i. The death, resignation, or removal of any Director.
ii. The declaration by resolution of the Board of a vacancy in the office of a Director because any, all, or a combination of any of the following occurred:
A. The Director has been declared of unsound mind by court order;
B. The Director has been convicted of a felony; or
C. The Director has been found by final order or judgment of any court to have breached a duty or otherwise found liable under Section 719, Section 720, or both Section 719 and Section 720 of the New York Not-for-Profit Corporation Law.
iii. The failure of the Member to appoint such Director or Directors pursuant to the provisions of Section 6.3(b).
iv. The increase of the authorized number of Directors.
b. Resignation. Except as provided in this Section 6.5(b), any Director may resign, which resignation shall be effective on giving written notice to the Chair of the Board, the President, or the Secretary, unless the notice specifies a later time for the resignation to become effective. No Director may resign when the Corporation would then be left without a duly elected Director or Directors in charge of its affairs.
c. Removal. Any Director may be removed, with or without cause, by the Member at a special meeting called for that purpose, or at a regular meeting, provided notice of that meeting and of the potential removal are given as provided in Section 5.2 or Section 5.3.
d. Filling of Vacancies. Any vacancy as provided in Section 6.5(a)(iii) shall be filled by a majority of the Board then in office, regardless of their number. All other vacancies shall be filled by the Member.
6. Place of Meeting; Meeting by Telephone
Regular meetings of the Board may be held at any place within or outside the State of New York, as designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board shall be held at any place within or outside of the State of New York, as designated in the notice of meeting or, if not stated in the notice or if there is no notice, at the principal office of the Corporation. Notwithstanding the above provisions of this Section 6.6, a regular or special meeting of the Board may be held at any place consented to in writing by all Board members, either before or after the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.
7. Annual Meeting
The Board shall hold an annual meeting at a time and place designated by the Board for purposes of electing Directors and Officers, designating committees, and transacting regular business. Notice of these meetings shall be either (i) by first-class mail postmarked not less than ten (10) nor more than forty (40) days in advance thereof, or (ii) by telephone, electronic mail, or facsimile at least forty-eight (48) hours in advance thereof, except that any Director may waive notice as provided in Section 6.8(c).
8. Special Meetings
a. Authority to Call. Special meetings of the Board for any purpose may be called at any time by the Board, the President, or by any Director upon written demand of not less than one-fifth of the entire Board.
b. Notice. Notice of any special meeting of the Board shall be given to all Directors either by first-class mail at least four days in advance or by notice delivered personally or by telephone, electronic mail, or facsimile at least forty-eight (48) hours in advance except that such notice may be waived by any Director as set forth in Section 6.8(c).
c. Waiver of Notice. The transactions of any meeting of the Board, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if (i) a quorum is present and (ii) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about lack of adequate notice.
A majority of the Board then in office shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 6.10. The vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board, subject to the provisions of these Bylaws and the New York Not-for-Profit Corporation Law.
A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
11. Notice of Adjournment
Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment and, unless such time and place of the adjourned meeting was announced at the meeting, to the other Directors. Such notice may be waived in the same manner as set forth under Section 6.8(c).
12. Action without Meeting
Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board, individually or collectively, consent in writing to that action. Such action by written resolution shall have the same force and effect as a unanimous vote of the Board at a duly called and held meeting at which all Directors were present and voting. The resolution or resolutions and such written consent or consents thereto shall be filed with the minutes of the proceedings of the Board.
13. Compensation of Directors
Directors and members of committees may receive reimbursement of out-of-pocket expenses as may be determined by resolution of the Board to be just and reasonable. [Except as provided in Section 8.1, Directors shall not otherwise be compensated.]
Minutes shall be kept of each Board meeting. Copies of the minutes of such meetings shall be filed with the corporate records.
1. Committees of Directors
The Board may designate one or more committees consisting of three (3) or more Directors to serve at the pleasure of the Board. Any member of any committee may be removed, with or without cause, at any time by the Board. Any committee, to the extent provided in the resolution of the Board, shall have all or a portion of the authority of the Board, except that no committee, regardless of the Board resolution, shall have the authority as to the matters set forth in Section 712 of the New York Not-for-Profit Corporation law nor may it perform any or all of the following:
a. Amend or repeal the Certificate of Incorporation.
b. Designate any other committee or subcommittee of the Board or appoint the members of any committee.
c. Except as provided in Section 715 of the New York Not-for-Profit Corporation Law, approve any transaction (i) to which the Corporation is a party and as to which one or more Directors has a substantial financial interest, or (ii) between the Corporation and any corporation or firm in which one or more of its Directors has a substantial financial interest.
2. Meeting and Action of Committees
The Board may adopt rules for any committee not inconsistent with the provisions of these Bylaws, the Certificate of Incorporation, the New York Not-for-Profit Corporation Law, and any other law. In the absence of a contrary provision by the Board or in rules adopted by such committee, a majority of the entire authorized number of members of each committee shall constitute a quorum for the transaction of a business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and each committee shall otherwise conduct its business in the same manner as the Board conducts its business under Article 6 of these Bylaws.
The Corporation shall have the following Officers: President, Secretary, Treasurer, and such other Officers as the Board may designate by resolution and appoint pursuant to Section 8.2. Officers shall be chosen from among the members of the Board. One person may hold two or more offices, except those of both President and Secretary. [The Member may determine reasonable compensation to pay each Officer for his or her services, in addition to reimbursement for out-of-pocket expenses as may be determined by resolution of the Board to be just and reasonable. The Board (or a committee of the Board) shall review and approve the compensation, including benefits, if any, of the Officers as and when required by state or federal law.]
2. Election of Officers
The Officers of the Corporation shall be chosen by the Board, and each shall serve at the pleasure of the Board, and perform the duties specified by the Bylaws or determined from time to time by the Board.
3. Removal of Officers
Any Officer may be removed, with or without cause, by the Board, at any regular or special meeting of the Board.
4. Resignation of Officers
Any Officer may resign at any time by giving written notice to the Board, the President, or the Secretary of the Corporation. Any resignation shall take effect at the date of receipt of that notice or at any later time specified in that notice. Unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the Officer is a party.
5. Vacancies in Office
A vacancy in any Office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these Bylaws for regular appointments to that Office.
6. Responsibilities of Officers
a. President. The President shall be the chief executive officer of the Corporation. He or she shall have such other powers and duties as may be prescribed by the Board or these Bylaws. The President shall be responsible to the Board, shall see that the Board is advised on all significant matters of the Corporation’s business, and shall see that all orders and resolutions of the Board are carried into effect. The President shall be empowered to act, speak for, and otherwise represent the Corporation between meetings of the Board within the boundaries of policies and purposes established by the Board and as set forth in the Certificate of Incorporation and these Bylaws. The President shall be responsible for keeping the Board informed at all times of staff performance as related to program objectives, and for implementing any personnel policies adopted by the Board.
b. Secretary. The Secretary shall attend to all of the following:
i. Book of Minutes. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may direct, a book of minutes of all meetings and actions of Directors and committees of Directors, with the time and place of holding regular and special meetings, and if special, how authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings.
ii. Notices and Other Duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board required by the Bylaws to be given. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.
c. Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall attend to all of the following:
i. Books of Account. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and other matters customarily included in financial statements.
ii. Deposit and Disbursement of Money and Valuables. The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositors as may be designated by the Board; shall disburse, or cause to be disbursed, funds of the Corporation as may be ordered by the Board; shall render to the President and Directors, whenever the President or one or more of the Directors requests it, an account of all financial transactions and of the financial condition of the Corporation; and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws.
iii. Bond. If required by the Board, the Treasurer shall give the Corporation a bond in the amount and with the surety specified by the Board for the faithful performance of the duties of his or her office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in his or her possession or under his or her control on his or her death, resignation, retirement, or removal from office.
9. RECORDS AND REPORTS
1. Maintenance of the Certificate of Incorporation and Bylaws
The Corporation shall keep at its principal office the original or a copy of its Certificate of Incorporation and Bylaws, both as amended to date.
2. Maintenance of Other Corporate Records
The accounting books, records, and minutes of the proceedings of the Member, the Board, and any committee(s) of the Board, and a current list of the directors and officers of the Corporation and their residence address, shall be kept at such place or places designated by the Board, or, in the absence of such designation, at the principal office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept in either written or typed form or in any other form capable of being converted into written, typed, or printed form.
3. Inspection by Directors and Member
The Member and every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations, if any. This inspection by the Member or a Director or Directors may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.
10. INDEMNIFICATION OF DIRECTORS AND OFFICERS
1. Right to Indemnification
This Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any action or proceeding by reason of the fact that such person is or was an Officer, Director, or agent of this Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, or other enterprise, against expenses, judgment, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding, to the fullest extent permitted under the New York Not-for-Profit Corporation Law.
In determining whether indemnification is available to the Director, Officer, or agent of this Corporation under New York law, the determination as to whether the applicable standard of conduct set forth in Section 722 of the New York Not-for-Profit Corporation Law has been met shall be made by a majority vote of a quorum of Directors who are not parties to the proceeding. The indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled, and shall continue as to a person who has ceased to be an agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Upon determination by the Board the Corporation shall have the power and shall use its best efforts to purchase and maintain insurance on behalf of any Director, Officer, or agent of the Corporation, against any liability asserted against or incurred by the Director, Officer, or agent in any such capacity or arising out of the Director’s, Officer’s, or agent’s status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under Section 10.1 of these Bylaws; provided, however, that the Corporation shall have no power to purchase and maintain such insurance to indemnify any Director, Officer, or agent of the Corporation for any transaction described in Section 726(b) of the New York Not-for-Profit Corporation Law.
11. CONTRACTS AND LOANS WITH DIRECTORS AND OFFICERS
1. Contracts with Directors and Officers
The Corporation shall not enter into contracts or other transaction with any Director or Officer of this Corporation, or any other corporation, firm, association, or other entity in which one or more of this Corporation’s Directors or Officers are directors or have a substantial financial interest in violation of Section 715 of the New York Not-for-Profit Corporation Law.
2. Loans to Directors and Officers
The Corporation shall not make any loan of money or property to, or guarantee the obligation of, any Director or Officer in violation of Section 716 of the New York Not-for-Profit Corporation Law.
12. FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year, ending on December 31.
13. 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. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, and the plural number includes the singular.
The Bylaws and Certificate of Incorporation may be adopted, amended, or repealed by the Member.
1. Corporate Seal
The corporate seal shall be in such form as may be approved from time to time by the Board.
2. Checks, Notes, Contracts
The Board shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
3. Outside Audits
The Corporation shall ensure that its financial books of account are audited by an outside auditor at least once every fiscal year and prepare a financial report of the Corporation.
Every provision of these Bylaws is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of these Bylaws.
MEMBERS OF THE BOARD
Prince Vladimir Kirillovich Galitzine
Pavel Vladimirovich Lisitsin
Stanislav Dimitrievich Kondrashov
Sergei Afanasievich Tazin
Protopriest Peter Holodny
CERTIFICATE OF SECRETARY
I, the undersigned, the duly elected Secretary of the Fund for Assistance to the Russian Orthodox Church Outside of Russia, a New York Not-for-Profit corporation (the “Corporation”), do hereby certify:
That the foregoing Bylaws were adopted as the Bylaws of the Corporation by the Board of Directors of the Corporation on _______________, 200__, and do now constitute the Bylaws of the Corporation.
IN WITNESS WHEREOF, I have hereunto subscribed my name this ________ day of ________________________, 200_.