Bylaws of the Coram Civic Association

BYLAWS OF THE CORAM CIVIC ASSOCIATION

PURPOSE OF BYLAWS
The Bylaws of the Association are the primary policies and guidelines by which the Association conducts the day-to-day operations. They are subject to change under the Amendment clause of the Bylaws as current law and the current needs of the Association require to accomplish the purpose of the Association.

ARTICLE I
IDENTIFICATION, DURATION, PURPOSE, MEMBERS, MEETINGS, ELECTIONS
Section 1: Name - The name of the association shall be the Coram Civic Corporation d/b/a as the Coram Civic Association.
Section 2: Duration
The Corporation shall have perpetual existence and shall be incorporated as a not-for-profit corporation within and pursuant to the laws of New York State.
Section 3: Purpose of Corporation
To maintain a strong, unified, and representative ‘voice of the community’ with an influential effect on the continuing development of the quality of life for all residents of the hamlet of Coram.
A. Ancillary Acts
The Corporation shall also do and perform all and everything which may be necessary, advisable or suitable and proper to carry out the purposes of the Corporation and to exercise all implied powers and rights in connection there with which the Corporation may possess.
B. Compliance with Applicable Law
All meetings, notices thereof, acts and procedures in the conduct of the affairs of the Corporation shall be in accordance with applicable law.
Section 4: Members
A. Member Qualifications
An individual who has reached the age of eighteen years and who is a resident of, or property owner in, Coram (11727-zip code) shall be eligible for annual membership. Any owner or officer of a business in Coram (11727) who has reached the age of eighteen years shall also be eligible for membership in this Association; however, business members who are not residents or property owners in the 11727 zip code area may not run for or hold elected office in this Association. An individual shall be determined to be a member upon meeting the eligibility requirements and current in submitting the annual dues. Students residing in the 11727-zip code under the age of eighteen in grades 7-12 are eligible for Student Membership.
B. Membership Levels and Dues
(1) General Membership: Individual residing in the 11727-zip code, or is a business owner or officer with a business located in the 11727 zip code area, 18 years of age or older who  is current with the annual dues. General Membership includes voting eligibility.
(2) Student Membership: Student living in the 11727-zip code under the age of eighteen and in grades 7 through 12 with the written permission of a parent or guardian. Dues are set at zero. No eligibility to vote.
(3) Guest Membership: Individual residing outside of the 11727-zip code, 18 years of age or older who is current with the annual dues. No eligibility to vote.
(4) Dues: The amount of dues will be determined on an annual basis by the majority vote of the Board of Directors.
C. Members in Good Standing
An individual shall be determined to be a member in good standing if such member has attended at least four (4) regular monthly meetings in the prior twelve (12) months; and membership dues are current.
D. Meeting of Members
(1) General Membership meetings of the Association shall be held on the fourth Monday of the month at 7:30 pm or at a day and time otherwise designated by the Board of Directors.
(2) No regular meeting will be held in December if the Holiday Festival is being held that month unless otherwise determined by the Board of Directors.
(3) Meetings are held at the Coram Fire House Community Room located at 303 Middle Country Road unless otherwise designated by the Board of Directors.
(4) Order of Business:
      (a) Meeting called to order
      (b) Pledge of Allegiance
      (c) President’s Minute
      (d) Minutes of Last Meeting
      (e) Finance & Membership Updates
      (f) Civic Members Speak
      (g) Old Business
      (h) New Business
      (I) Guest Speakers
      (j) Adjournment
The Order of Business may be changed at any time at the direction of the presiding officer.
(5) The minutes of the general meeting shall be reviewed, corrected, approved by the Board, recorded, and made available to the membership prior to or at the next general meeting.
(6) Special Meetings: Special meetings of the Association may be called by the President, or upon the President's refusal to do so, by the Secretary upon the written request of twenty-five (25) members in good standing of the Association. All members will be notified by the Board of those special meetings so called, at least five days in advance, the notice to specify the time, place, and purpose thereof. A notice conveyed to a member at a contact point appearing in the membership records of the Coram Civic Association at least six days prior to the date of such meeting shall be deemed complete compliance with the notice herein required.
E. Procedures At Meetings Robert's Rules of Order shall be used as a guideline for all meetings of this Association and may be modified at the discretion of the presiding officer.
F. Quorum Ten percent of the members in good standing constitute a quorum at any meeting, election or special meeting.
Section 5: Elections
Elections of Officers and Directors take place at the Annual Meeting in November as per Article IV, Section 2(A)(B)(C). Upon a quorum being met, a simple majority of the votes cast by those members voting and in ‘good standing’ as defined in the Bylaws shall constitute an election. In an uncontested election for an Officer or Director, the President will have the option to request the Secretary to cast one affirmative vote for determining the official outcome in lieu of a general vote of the membership in good standing.
Section 6: Eligibility to vote
A member as defined in Article I, Section 4(B) of the Bylaws is able to cast a vote in matters concerning the Association if that member is a Member In Good Standing as defined in Article I, Section 4(C) of the Bylaws. (Student memberships and guest memberships are not eligible to vote).
 

ARTICLE II
BOARD OF DIRECTORS
Section 1: Power of Board
(a) The Board of Directors will by a simple majority rule be responsible for the day-to-day operations of the Corporation.
(b) The Board of Directors shall, to the extent permitted by law, exercise all the powers inherent in this Association.
Section 2: Number, Term of Office, Vacancies, Elections
A. There shall be a Board of Directors composed at a minimum three members and include the elected officers of the Association; specifically, the President, Secretary, Treasurer, and such other Officers and Directors as may be  determined from time to time by resolution of the entire Board of Directors, provided that no decrease in the number of Directors shall shorten the term of any incumbent Director. As used in this Article, “entire Board of Directors” means the total number of Directors entitled to vote which the Corporation would have if there were no vacancies.
B. The President of the Corporation will serve as the de facto chairperson of the Board unless otherwise decided by a majority vote of the Board of Directors.
Section 3: Organization
At each meeting of the Board of Directors, the President, or, in the absence of the President, the Vice President shall preside, or in the absence of either of such officers, a chairperson chosen by a majority of the Directors present shall preside. The Secretary shall function as secretary of the Board of Directors. In the event the Secretary shall be absent from any meeting of the Board of Directors, the meeting shall select its secretary for that meeting.
Section 4: Resignations and Removals
A. Any Director of the Corporation may resign at any time by giving written notice to the President or to the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified, then on delivery.
B. Any or all of the Directors may be removed for cause by vote of the Directors provided there is a quorum of not less than a majority of the entire Board of Directors present at the meeting of Directors at which such action is taken.
Section 5: Newly created Directorships or Vacancies
Newly created Directorships resulting from an increase in the number of Directors and vacancies occurring in the Board of Directors for any reason shall be filled by vote of a majority of Directors then in office, regardless of their number. Directors elected to fill vacancies shall serve until the next annual meeting at which the election of Directors is in the regular order of business and until their successors are elected and have qualified.
Section 6: Action by the Board of Directors
A. Except as otherwise provided by law or in these bylaws, the act of the Board of Directors means action at a meeting of the Board by vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time.
B. 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.
C. 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 internet 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.
Section 7. Place of Meeting
The Board of Directors may hold its meetings at the principal office of the Corporation, or at such place or places within or without the State of New York as the Board of Directors may from time to time by resolution determine.
Section 8. Annual Meetings
As soon as practical after each annual election of Directors by the ‘members in good standing’ (Members) at the Annual Meeting of the Members as provided for above, the Board of Directors shall meet for the purpose of organization and the transaction of other business. Notice of such meeting need not be given. The first such meeting may be held at any other time; and if it is held at another time, notice shall be given as hereinafter provided for special meetings of the Board of Directors.
Section 9: Regular Meetings
Regular meetings of the Directors shall be held monthly and at such locations and times as may be fixed from time to time by resolution of the Board of Directors.
Section 10: Special Meetings
Special meetings of the Board of Directors shall be held whenever called by the President, or by any three (3) Directors. Notice shall be given orally, by telefax, by mail or by electronic mail and shall state the purposes, time, and place of the meeting. If notice is given orally, in person or by telephone, it shall be given not less than one day before the meeting; if it is given by mail or by electronic mail it shall be given not less than three days before the meeting.
Section 11: Quorum
A. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business.
B. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place without notice to any Director.
Section 12: Compensation
Board of Directors members will receive no compensation for their services, but may be reimbursed for pre-approved expenses
Section 13: Annual Report
The Board of Directors shall present at the Annual Meeting a report certified by the President and Treasurer or by a committee appointed by the Board of Directors or by a firm of independent public accountants selected by the Board (if required by law) showing in appropriate detail the following:
A. The assets and liabilities, including the trust funds, of the Corporation as of the end of the twelve-month fiscal period terminating not more than six months prior to said meeting.
B. The principal changes in assets and liabilities, including trust funds, during said fiscal period.
C. The revenue or receipts of the Corporation both unrestricted and restricted to particular purposes during said fiscal period.
D. The expenses or disbursements of the Corporation for both general and restricted purposes, during said fiscal period.
E. The report shall also include reference to all actions and occurrences of significance that have transpired since the last Annual Meeting.
F. This report shall be filed with the records of this Corporation and a copy thereof entered in the minutes of the proceedings of the Annual Meeting.

ARTICLE III
COMMITTEES
Section 1: Nominating Committee
There shall be a Nominating Committee consisting of at least two (2) and not more than five (5) Members, who shall be elected by a plurality of the votes cast by the Members in Good Standing of the Corporation at each Annual Meeting and shall serve until the next Annual Meeting. The Nominating Committee shall canvas current office holders, members in good standing, and other interested parties to determine candidates, vet the candidates, and present the slate of nominees for open elected positions to the Board of Directors two months prior to the next Annual Meeting of the Members. The Board of Directors will then present the slate to the membership via general mail or electronic mail for election purposes; the results of which will be determined by the Trustees at the Annual Meeting.
Section 2: Standing Committees
The standing committees will be created and dissolved by the Board of Directors and shall have such authority as the Board shall by resolution provide; and are subject to modification of scope and membership by the Board of Directors. The standing committees are initially set as:
A. Beautification
B. Commerce Development
C. Highways & Roads
D. Membership
E. Planning/Land Use
F. Public Relations
G. Special Events
Section 3: Special Committees
The Board of Directors may designate special committees of a temporary nature as needs require, each of which shall consist of such persons and shall have such authority as is provided in the resolution designating the committee.
Section 4: Meetings
Meetings of committees, of which no notice shall be necessary, shall be held at such time and place as shall be fixed by the President of the corporation or the chairperson of the committee or by vote of a majority of all of the members of the committee.
Section 5: Quorum and Manner of Acting
Unless otherwise provided by resolution of the Board of Directors, a majority of all of the members of a committee shall constitute a quorum for the transaction of business and the vote of a majority of all of the members of the committee shall be the act of the committee. The procedures and manner of acting of the Executive Committee and of the committees of the Board shall be subject at all times to the directions of the Board of Directors.
Section 6: Tenure of Members of Committees of the Board
Each committee of the Board and every member thereof shall serve at the pleasure of the Board.
Section 7. Alternate Members
The Board of Directors may designate one or more Directors as alternate members of the designated Executive Committee or of any standing committee of the Board, who may replace any absent member or members at any meeting of such committee.

ARTICLE IV
OFFICERS, DIRECTORS, AND BOARD MEMBERS
Section 1: Number and Compensation
The officers of the Corporation shall be a President, Executive Vice President, Treasurer, and Secretary, and/or such other officers as the Board of Directors may in its discretion determine. Any two or more offices may be held by the same person, except the offices of President and Secretary. Trustee positions and general Board Member positions may be created at the discretion of the Board of Directors. Officers, Trustees and Board Members shall receive no compensation for their services but may be reimbursed for the pre-approved expenses reasonably incurred by them in the performance of their duties.
Section 2: Term of Office, Qualifications and Schedule of Elections
Those officers, Directors and Board Members whose titles are specifically mentioned in Section 1 of this Article IV shall be elected by a majority of the Members in Good Standing at the Corporation’s Annual Meeting from the slate previously submitted to the Members by the Board of Directors as received from the Nominating Committee.
A. Term of Office
1. The term of office for the Board of Director members who are officers of the corporation will coincide with the term of office of their officer position. The term of office for the Board of Directors members who are not elected officers will be annual on a calendar basis.
2. The terms of office for the corporate officers serving on the Board will be set at two (2) years unless otherwise temporarily or permanently determined by a majority vote of the Board of Directors.
3. There shall be a limit of two consecutive terms for the officer positions of President and Vice President positions and no term limits for the remaining officer and Board positions. This will not preclude their being subsequently elected to other positions or from being elected to a previous held position after a one term break in service.
B. Qualifications
All nominees for officer and Board positions require the nominee to be a Member in Good Standing with the following additional constraints: (1) all nominees for officer and Board positions shall be at least twenty-one years of age, (2) all nominees for the officer positions of President and Vice President require two (2) years prior Board service, and (3) business members who are not residents or property owners may not run for or hold elected office in this Association. 
C. Schedule of Elections
The elections of officers and Board directors will occur at the Annual Meeting which will be held in November of each year. Terms for all elected officers and board directors will begin on January 1 of the year following the election.
1. The election of officers will be as follows: During even years, President, Treasurer, Corresponding Secretary, and Sergeant-At-Arms; during odd years, Vice President, Secretary, and Membership Secretary.
2. (d) Elections of Board of Directors members will coincide with the election schedule of Officers except for the non-officer Board Members who will be elected annually.
3. The Schedule of Elections for officers may be altered by a unanimous vote of the Board of Directors on an Act of God basis.
Section 3: Additional Officers
Additional officers may be elected for such period, have such authority and perform such duties, either in an administrative or subordinate capacity, as the Board of Directors may from time to time determine.
Section 4: Removal of Officers
Any officer may be removed by a 2/3 vote of the Board of Directors with or without cause at any time.
Section 5: Resignation of Officers
Any officer may resign at any time by giving written notice to the Board of Directors, or to the President or to the Secretary. Any such resignation shall take effect at the time specified therein, or, if no time be specified, then upon delivery.
Section 6. Vacancies
A. An Officer of the Civic can be determined to have vacated their office if they fail to attend three (3) successive general or Board meetings without valid cause and be subject to removal.
B. A Director of the Civic can be determined to have vacated their office if they fail to attend three (3) successive general or Board meetings without valid cause as defined in the Bylaws and be subject to removal.
C. Valid Cause relates to Officer and Director absenteeism. Valid cause will be any life event, family matter, illness, accident, personal matter, or any other reason presented to and accepted by the President and/or majority vote of the Board of Directors.
D. A vacancy in any office shall be filled by the Board of Directors with the following caveat: If a vacancy of the President’s office occurs for any reason, a special general election must be held within 90 days to fill the position. Vacancies shall be filled for the duration of the current term of the vacated position.
Section 7: Duties of President
The President shall preside at all meetings of the Board of Directors at which the President is present. The President shall function as the chief executive officer of the Corporation and shall supervise the management of the affairs of the Corporation subject only to the supervision of the Board. The President shall also perform such other duties as may be assigned from time to time by the Board. The officer will have a single vote on the Board of Directors.
Section 8. Duties of Vice President

In the absence or incapacity to act of the President, or if the office of President be vacant, the Vice President or, if there be more than one Vice President, the Vice Presidents in order of seniority as determined by the Board of Directors, shall preside at all meetings of the Board of Directors, and shall perform the duties and exercise the powers of the President, subject to the right of the Board from time to time to extend or confine such powers and duties or to assign them to others. Each Vice President shall have such powers and shall perform such other duties as may be assigned by the Board of Directors or the President. The officer will have a single vote on the Board of Directors.
Section 9. Duties of Treasurer
Treasurer shall keep and maintain the books of account and shall have charge and custody of, and be responsible for, all funds and securities of the Corporation, and shall deposit all such funds in the name of and to the credit of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. The Treasurer will submit an annual report to the Board of all revenues and expenses. The Treasurer shall also perform all other duties customarily incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors. The officer will have a single vote on the Board of Directors.
Section 10. Duties of Secretary
It shall be the duty of the Secretary to act as secretary of all meetings of the Board of Directors, and to keep the minutes of all such meetings in a proper book or books to be provided for that purpose; the Secretary shall see that all notices required to be given by the Corporation are duly given and served; the Secretary shall keep a current list of the Corporation’s Directors and officers and their residence addresses; the Secretary shall be custodian of the seal of the Corporation and shall affix the seal, or cause it to be affixed, to all agreements, documents and other papers requiring the same. The Secretary shall have custody of the minute book containing the minutes of all meetings of Directors, and any other committees which may keep minutes, and of all other contracts and documents which are not in the custody of the Treasurer of the Corporation, or in the custody of another person authorized by the Board of Directors to have such custody. The Secretary shall also perform all other duties customarily incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors. The officer will have a single vote on the Board of Directors.
Section 11: Duties of the Corresponding Secretary
The Corresponding Secretary shall conduct the general correspondence of the Association, give notice of all regular and special meetings of the Association and the Board of Directors, and perform such other duties as the Association may direct.
Section 12: Duties of the Membership Secretary
It shall be the duty of the Membership Secretary to record all applications for membership and to keep a roster of all members, along with their names and addresses. It shall also be the duty of the Membership Secretary to forward, without delay, any reports that may be requested by the President and to submit any pertinent files for the purpose of inspection and audit whenever ordered to do so by the President. It shall also be the duty of the Membership Secretary to keep account of the financial standings, in this Association, of each member. The Membership Secretary shall collect all dues and remit the same over to the Treasurer within ten (10) days, taking a receipt at that time. The Membership Secretary shall make available a current list of the membership at every regular or special meeting of the Association.
Section 13: Duties of the Sergeant-At-Arms
It shall be the duty of the Sergeant-At-Arms to direct members and guests to indicate their presence in writing at all regular and special meetings of the Association. In addition, the Sergeant-At-Arms shall greet and welcome all invited speakers. The Sergeant-At-Arms shall maintain order and, at the President’s direction, escort a member or guest who is out of order from the meeting.
Section 14: Duties of Director
It shall be the duty of each Director to fulfill those responsibilities as determined by the President and/or a majority vote of the Board of Directors. The basic premise of the NPCL (Not for Profit Corporate Law) is that a not-for-profit corporation is managed by its Board of Directors acting as a body through a majority vote. Directors, acting as individuals, have no power to act on behalf of the corporation unless specifically directed to do so on a case-by-case basis by the Board of Directors.
 

ARTICLE V

CONTRACTS CHECKS, DRAFTS AND BANK ACCCOUNTS
Section 1: Execution of Contracts
The Board of Directors, except as in these bylaws otherwise provided, may authorize any officer or officers, agent or agents, in the name of and on behalf of the Corporation 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, 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 pecuniarily in any amount for any purpose. 
Section 2: Loans
No loans shall be contracted on behalf of the Corporation, unless specifically authorized by the Board of Directors. 
Section 3: Checks, Drafts, etc.
All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation, shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4: Deposits
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. 
Section 5: Grants and Contributions
1. The making of grants and contributions and otherwise rendering financial assistance for the purposes expressed in the charter of incorporation shall be within the exclusive power of the Board.
 

ARTICLE VI
INDEMNIFICATION AND INSURANCE
Section 1 Indemnification
To the full extent authorized by law, the Corporation shall indemnify any person, made or threatened to be made, a party in any action or proceeding, whether civil or criminal, by reason of the fact that the person, his or her testator or intestate, is or was a Director, Trustee, Board Member or officer of the Corporation or served in any capacity at the request of the Corporation any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
Section 2: Insurance
The forgoing Section 1 shall not obligate the Corporation to purchase liability insurance for the Directors, Trustees, Board members and Officers, but should applicable law permit the Corporation may purchase such insurance if authorized and approved by the Board of Directors.
Section 3: NYS Law § 720-a
[Reference Note] In 1986, N.Y. Not-for-Profit-Corp. Law § 720-a, which has been described as "fixing reasonable limitations on the liability exposure of those who give of their time and energy without charge to lead public service organizations, was enacted to institute qualified immunity for uncompensated officers and directors of certain not-for-profit corporations.

ARTICLE VII
CONFLICTS OF INTEREST
Section 1: Definition of Conflicts of Interest
A conflict of interest will be deemed to exist whenever an individual is in the position to approve or influence Corporation policies or actions which involve or could ultimately harm or benefit financially: (a) the individual; (b) any member of his immediate family (spouse, parents, children, brothers or sisters, and spouses of these individuals); or (c) any organization in which he or an immediate family member is a Trustee, trustee, officer, member, partner or more than 10% shareholder. Service on the board of another not-for-profit corporation does not constitute a conflict of interest. 
Section 2: Disclosure of Conflicts of Interest
A Director, Trustee, Board Member or officer shall disclose a conflict of interest: (a) prior to voting on or otherwise discharging his duties with respect to any matter involving the conflict which comes before the Board or any committee; (b) prior to entering into any contract or transaction involving the conflict; (c) as soon as possible after the Director, Trustee, Board Member or officer learns of the conflict; and (d) on the annual conflict of interest disclosure form. The Secretary of the Corporation shall distribute annually to all Directors, Trustees, Board Member and officers, a form soliciting the disclosure of all conflicts of interest, including specific information concerning the terms of any contract or transaction with the Corporation and whether the process for approval set forth in Section 3 of this Article VIII was used.
Section 3: Approval of Contracts and Transactions Involving Potential Conflicts of Interest
A Director, Trustee, Board Member or officer who has or learns about a potential conflict of interest should disclose promptly to the Secretary of the Corporation the material facts surrounding any actual or potential conflict of interest, including specific information concerning the terms of any contract or transaction with the Corporation. All effort should be made to disclose any such contract or transaction and have it approved by the Board before the arrangement is entered into. Following receipt of information concerning a contract or transaction involving a potential conflict of interest, the Board shall consider the material facts concerning the proposed contract or transaction including the process by which the decision was made to recommend entering into the arrangement on the terms proposed. The Board shall approve only those contracts or transactions in which the terms are fair and reasonable to the Corporation and the arrangements are consistent with the best interests of the Corporation. Fairness includes, but is not limited to, the concepts that the Corporation should pay no more than reasonable value for any goods or services which the Corporation receives and that the Corporation should receive reasonable value consideration for any goods or services that it furnishes others. The Board shall set forth the basis for its decision with respect to approval of contracts or transactions involving conflicts of interest in the minutes of the meeting at which the decision is made, including the basis for determining that the consideration to be paid is fair to the Corporation. 
Section 4: Validity of Actions
No contract or other transaction between the Corporation and one or more of its Directors, Trustees, Board Member or officers, or between the Corporation and any other corporation, firm, association or other entity in which one or more of its officers are Directors, Trustees, Board Member or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such Director or Directors or Trustee or Trustees, Board Member or Board Members or officer or officers are present at the meeting of the Board of Directors, or of a committee thereof, which authorizes such contract or transaction, or that his or their votes are counted for such purpose, if the material facts as to such Director’s, Trustee’s, Board Member’s or officer’s interest in such contract or transaction and as to any such common Directorship, Trusteeship, Board Membership, officership or financial interest are disclosed in good faith or known to the Board or committee, and the Board or committee authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interested Director, Trustee or officer. Common or interested Directors, Trustees, Board Members, or officers may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee which authorizes such contract or transaction. At the time of the discussion and decision concerning the authorization of such contract or transaction, the interested Director, Trustee, Board Member, or officer should not be present at the meeting.
 

ARTICLE VIII
GENERAL
Section 1: Office
The office of the Corporation shall be at such place in Coram in the Town of Brookhaven and in the County of Suffolk in the State of New York, as the Board of Directors may determine. 
Section 2: Books and Records
There shall be kept at the office of the Corporation: (1) correct and complete books and records of account, (2) minutes of the proceedings of the Board of Directors and the Executive Committee, (3) a current list of the Directors and officers of the Corporation and their residence addresses, (4) a copy of these bylaws, (5) a copy of the Corporation’s application for recognition of exemption with the Internal Revenue Service, and (6) copies of the past three years’ information returns to the Internal Revenue Service. 
Section 3: Seal
The corporate seal shall be in the form of a circle and shall have inscribed thereon the following: the name of the corporation and the year in which it was incorporated as a New York Not-for-Profit Corporation.
Section 4: Interested Directors, Trustees, Board Members and Officers
No contract or other transaction between the Corporation and one or more of its Directors, Trustees, Board Members or officers, or between the Corporation and any other corporation, firm, association or other entity in which one or more of its Directors, Trustees, Board Members or officers are Directors, Trustees, Board Members or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such Director or Directors, Trustee or Trustees, Board Member or Board Members, officer or officers are present at the meeting of the Board of Directors, or of a committee thereof, which authorizes such contract or transaction, or that his or their votes are counted for such purpose, if the material facts as to such Director’s, Trustee’s, Board Member’s or officer’s interest in such contract or transaction and as to any such common Directorship, Trusteeship, Board Membership or officership or financial interest are disclosed in good faith or known to the Board or committee, and the Board or committee authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interested Trustee or officers. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee which authorizes such contract or transaction. 
Section 5: Compliance with Tax Exempt Status
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Section 6: Loans to Directors, Trustees, Board Members and Officers
No loans shall be made by the Corporation to its Directors, Trustees, Board Members or officers, or to any other corporation, firm, association or other entity in which one or more of its Directors, Trustees, Board Members or officers are Directors, Trustees, Board Members or officers or hold a substantial financial interest except as allowed by law. 
Section 7: Fiscal Year
The fiscal year of the Corporation shall commence on January 1 of each calendar year and end on December 31 thereof.

Article IX
AMENDMENTS 
Section 1: Amendments
The Bylaws of the Corporation may be amended or repealed by the Board of Directors by a 2/3 vote.

Adopted Coram, NY: 8/28/2006 Amended 5/28/2008, 5/24/2010, 02/07/2021; 11/10/2021; 04/13/22
Founding Members: Kathleen Meade, Nancy Cobian, Michael Dickson, Eva Greguski, Maria Inzalaco, James F. Meade