By-Laws of North Country Center for Yoga and Health, Inc. ( A New York Not-For-Profit Corporation)
Article I - Name, Office and Fiscal Year
Section 1.1 Name: The Name of the Corporation is North Country Center for Yoga and Health, Inc. Section 1.2 Registered Office: The principle office of the Corporation shall be located in St. Lawrence County, State of New York. Section 1.3 Fiscal Year: The fiscal year of the Corporation shall begin on the first day of April of each calendar year and run until the last day of March of the following calendar year.
Article II - Purpose of the Corporation
Section 2.1 Purpose: The Corporation will provide a safe and accepting environment that will offer participants an opportunity to choose educational, therapeutic and personal growth programs. The opportunity to make self-directed changes will have the common goal to help all participants develop insights and the tools to create peace of mind, personal clarity, love, self-acceptance and self-empowerment in their lives.
Article III - Meetings Section 3.1 Annual Meeting: An annual meeting of the Board of Directors shall be held in the month of September each calendar year, for the purpose of electing Officers of the Corporation, and transacting such business as may be properly brought before the meeting. Section 3.2 Special Meetings: Special meetings of the Board shall be held whenever called by the President or by a majority of the Board. Notice of each special meeting shall be provided at least one week before the meeting. Section 3.3 Notice of Meetings: Notice of each meeting shall be provided in written or electronic form at least one week prior to the meeting. In all cases a reasonable attempt will be made to inform all Directors of an upcoming meeting. Section 3.4 Place and Time of Meeting: The place and time of each meeting shall be determined by the Board. Section 3.5 Conduct of Meetings: The President or, in the event the President is unavailable, the Vice President, Treasurer, or Secretary, in that order, shall preside over meetings of the Board. Decision making will be by consensus whenever possible. Otherwise, decisions shall be made by voting. A simple majority of the Board shall be required to pass an item. Section 3.6 Quorum: A simple majority of the Directors shall constitute a quorum.
Article IV - Board of Directors
Section 4.1 Governing Body: The governing body of the Corporation shall be the Board of Directors. The terms "Board member" and "Director" shall be synonymous in these by-laws. The board shall have full power to establish and direct the policies governing the business and affairs of the Corporation and all powers of the corporation are hereby granted to and vested in the Board. Section 4.2 Qualifications: Each Director of the Corporation shall be a person of at least eighteen (18) years of age who, by personal experience, community interest or prior action, demonstrates a willingness to devote time and talent to the business and affairs of the Corporation. Section 4.3 Composition: The Board shall be composed of a minimum of seven (7) and a maximum of eleven (11) persons representing a cross section of interested members of the community.
Section 4.4 Term of Service: Each Director shall serve a two-year term from the date of his/her appointment to the Board. No person shall serve more than three (3) full consecutive terms; however, there is no limit on the number of non-consecutive terms. Section 4.5 Resignation: Any member may resign at any time by giving written notice of such resignation to the President and such resignation shall take effect upon its receipt. Section 4.6 Removal: The minimum number of votes required to remove a Board member are those constituting a quorum plus one. Cause for removal may consist of, but is not limited to, failure to attend three consecutive board meetings without reasonable prior notice.
Section 4.7 Vacancies: The Board shall fill any vacancies as expeditiously as possible.
Section 4.8 Duties: The Board of Directors may:
A) Give overall direction by establishing policies and procedures consistent with the Articles of Incorporation that will aid in fulfilling the mandate of the Corporation. B) Appoint and remove the staff and other employees of the Corporation. C) Determine compensation of the staff and other employees of the Corporation. D) Amend or repeal the by-laws of the Corporation or institute new by-laws. E) Aid in the securing of resources necessary to conduct, manage and administer the Corporation's business. F) Enter into contracts for services as necessary. Section 4.9 Compensation of Directors and Officers of the Board: No Director or Officer shall receive any compensation for performing the duties associated with his/her membership on the Board. Section 4.10 Committees: The President may form committees from time to time for special purposes.
Article V - Officers of the Board of Directors
Section 5.1 Titles: The Officers of the Corporation shall consist of a President, Vice President, Secretary and Treasurer. Section 5.2 Election and Term: The Officers shall be elected at the annual meeting to be held in September as the first order of business after making appointments of any new Board members. The term of office of each officer shall be from the date of their election until the next election the following September. Section 5.3 General Powers: All officers of the Corporation shall respectively have such authority, and shall perform such duties in the management of the property and affairs of the Corporation, as may be provided by these by-laws or, in the absence of controlling provisions of these by-laws, as may be determined by the Board. Section 5.4 President: The President of the Corporation shall sign, execute and acknowledge, in the name of the Corporation, deeds, mortgages, contracts or other instruments of the Corporation, as authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board, or by these by-laws, to some other officer or agent of the Corporation. The President shall perform all other duties incident to the office of the President, such as calling and facilitating meetings, and such other duties as from time to time may be assigned by the Board. Section 5.5 The Vice President: The Vice President of the Corporation shall perform such duties such as, from time to time, may be requested by the President of the Board, including performing the duties of President in the absence or disability of the President. Section 5.6 The Secretary: The Secretary of the Corporation shall attend all meetings of the Board, and shall record all discussions, actions, and votes of the Board, in a book or books to be kept for that purpose. The Secretary shall ensure that notices are given and records and reports properly kept and filed by the Corporation as required by law. The Secretary shall ensure that the seal of the Corporation is affixed to all documents to be executed on behalf of the Corporation under its seal. In addition to the foregoing, the Secretary shall perform all duties incident to the office of the Secretary, and such other duties as may from time to time be assigned by the Board or the President.
Section 5.7 The Treasurer: The Treasurer of the Corporation shall maintain, or provide for the custody of the funds and other property of the Corporation. In addition to the foregoing, the Treasurer shall discharge such other duties as may from time to time be assigned by the Board or the President.
Article VI - Indemnification and Insurance
Section 6.1 Indemnification of Directors and Officers: The Corporation may indemnify its Directors and Officers to the extent permitted by law, and may indemnify its other employees
and agents to the extent such other employees and agents would be permitted to be indemnified under law if they were Directors or Officers of the Corporation.
Article VII - Contracts
Section 7.1 Contracts: The Board, except as these by-laws may otherwise provide, may authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name, and on benefit of, the Corporation, and such authority may be general or confined to a specific instance. Unless authorized by the Board as provided herein, no officer, agent, or employee of the Corporation shall have any power of authority to bind the Corporation to any contract or engagement, to pledge its credit, or to render it liable for any purpose or for any amount.
Article VIII - Conflicts of Interest
Section 8.1 Voting in Conflicts of Interest: A Director or Officer having a financial interest in a transaction involving the Corporation shall fully disclose such interest and refrain from voting in matters relating to the transaction. The Board may adopt the use of a disclosure form to implement such policy of the Corporation. Section 8.2 Transactions: Transactions shall be defined as any contract, interaction or dealing of or with the Corporation as a party including, but not limited to, the sale, purchase, rental, disposition, retention, licensing or exchange of goods, services or property.
Article IX - Amendment of By-Laws
Section 9.1 Review: The Secretary of the Board shall, in consultation with the President, review these by-laws at least once every three years and make recommendations for modification, if necessary, for Board consideration. Section 9.2 Amending: These by-laws may be amended by a vote equal to or greater than the number constituting a quorum of the Board of Directors plus one. Proposed amendments must be submitted to the Secretary one month prior to a vote. Directors shall have a minimum of one (1) week to review proposed amendments
Article I - Name, Office and Fiscal Year
Section 1.1 Name: The Name of the Corporation is North Country Center for Yoga and Health, Inc. Section 1.2 Registered Office: The principle office of the Corporation shall be located in St. Lawrence County, State of New York. Section 1.3 Fiscal Year: The fiscal year of the Corporation shall begin on the first day of April of each calendar year and run until the last day of March of the following calendar year.
Article II - Purpose of the Corporation
Section 2.1 Purpose: The Corporation will provide a safe and accepting environment that will offer participants an opportunity to choose educational, therapeutic and personal growth programs. The opportunity to make self-directed changes will have the common goal to help all participants develop insights and the tools to create peace of mind, personal clarity, love, self-acceptance and self-empowerment in their lives.
Article III - Meetings Section 3.1 Annual Meeting: An annual meeting of the Board of Directors shall be held in the month of September each calendar year, for the purpose of electing Officers of the Corporation, and transacting such business as may be properly brought before the meeting. Section 3.2 Special Meetings: Special meetings of the Board shall be held whenever called by the President or by a majority of the Board. Notice of each special meeting shall be provided at least one week before the meeting. Section 3.3 Notice of Meetings: Notice of each meeting shall be provided in written or electronic form at least one week prior to the meeting. In all cases a reasonable attempt will be made to inform all Directors of an upcoming meeting. Section 3.4 Place and Time of Meeting: The place and time of each meeting shall be determined by the Board. Section 3.5 Conduct of Meetings: The President or, in the event the President is unavailable, the Vice President, Treasurer, or Secretary, in that order, shall preside over meetings of the Board. Decision making will be by consensus whenever possible. Otherwise, decisions shall be made by voting. A simple majority of the Board shall be required to pass an item. Section 3.6 Quorum: A simple majority of the Directors shall constitute a quorum.
Article IV - Board of Directors
Section 4.1 Governing Body: The governing body of the Corporation shall be the Board of Directors. The terms "Board member" and "Director" shall be synonymous in these by-laws. The board shall have full power to establish and direct the policies governing the business and affairs of the Corporation and all powers of the corporation are hereby granted to and vested in the Board. Section 4.2 Qualifications: Each Director of the Corporation shall be a person of at least eighteen (18) years of age who, by personal experience, community interest or prior action, demonstrates a willingness to devote time and talent to the business and affairs of the Corporation. Section 4.3 Composition: The Board shall be composed of a minimum of seven (7) and a maximum of eleven (11) persons representing a cross section of interested members of the community.
Section 4.4 Term of Service: Each Director shall serve a two-year term from the date of his/her appointment to the Board. No person shall serve more than three (3) full consecutive terms; however, there is no limit on the number of non-consecutive terms. Section 4.5 Resignation: Any member may resign at any time by giving written notice of such resignation to the President and such resignation shall take effect upon its receipt. Section 4.6 Removal: The minimum number of votes required to remove a Board member are those constituting a quorum plus one. Cause for removal may consist of, but is not limited to, failure to attend three consecutive board meetings without reasonable prior notice.
Section 4.7 Vacancies: The Board shall fill any vacancies as expeditiously as possible.
Section 4.8 Duties: The Board of Directors may:
A) Give overall direction by establishing policies and procedures consistent with the Articles of Incorporation that will aid in fulfilling the mandate of the Corporation. B) Appoint and remove the staff and other employees of the Corporation. C) Determine compensation of the staff and other employees of the Corporation. D) Amend or repeal the by-laws of the Corporation or institute new by-laws. E) Aid in the securing of resources necessary to conduct, manage and administer the Corporation's business. F) Enter into contracts for services as necessary. Section 4.9 Compensation of Directors and Officers of the Board: No Director or Officer shall receive any compensation for performing the duties associated with his/her membership on the Board. Section 4.10 Committees: The President may form committees from time to time for special purposes.
Article V - Officers of the Board of Directors
Section 5.1 Titles: The Officers of the Corporation shall consist of a President, Vice President, Secretary and Treasurer. Section 5.2 Election and Term: The Officers shall be elected at the annual meeting to be held in September as the first order of business after making appointments of any new Board members. The term of office of each officer shall be from the date of their election until the next election the following September. Section 5.3 General Powers: All officers of the Corporation shall respectively have such authority, and shall perform such duties in the management of the property and affairs of the Corporation, as may be provided by these by-laws or, in the absence of controlling provisions of these by-laws, as may be determined by the Board. Section 5.4 President: The President of the Corporation shall sign, execute and acknowledge, in the name of the Corporation, deeds, mortgages, contracts or other instruments of the Corporation, as authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board, or by these by-laws, to some other officer or agent of the Corporation. The President shall perform all other duties incident to the office of the President, such as calling and facilitating meetings, and such other duties as from time to time may be assigned by the Board. Section 5.5 The Vice President: The Vice President of the Corporation shall perform such duties such as, from time to time, may be requested by the President of the Board, including performing the duties of President in the absence or disability of the President. Section 5.6 The Secretary: The Secretary of the Corporation shall attend all meetings of the Board, and shall record all discussions, actions, and votes of the Board, in a book or books to be kept for that purpose. The Secretary shall ensure that notices are given and records and reports properly kept and filed by the Corporation as required by law. The Secretary shall ensure that the seal of the Corporation is affixed to all documents to be executed on behalf of the Corporation under its seal. In addition to the foregoing, the Secretary shall perform all duties incident to the office of the Secretary, and such other duties as may from time to time be assigned by the Board or the President.
Section 5.7 The Treasurer: The Treasurer of the Corporation shall maintain, or provide for the custody of the funds and other property of the Corporation. In addition to the foregoing, the Treasurer shall discharge such other duties as may from time to time be assigned by the Board or the President.
Article VI - Indemnification and Insurance
Section 6.1 Indemnification of Directors and Officers: The Corporation may indemnify its Directors and Officers to the extent permitted by law, and may indemnify its other employees
and agents to the extent such other employees and agents would be permitted to be indemnified under law if they were Directors or Officers of the Corporation.
Article VII - Contracts
Section 7.1 Contracts: The Board, except as these by-laws may otherwise provide, may authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name, and on benefit of, the Corporation, and such authority may be general or confined to a specific instance. Unless authorized by the Board as provided herein, no officer, agent, or employee of the Corporation shall have any power of authority to bind the Corporation to any contract or engagement, to pledge its credit, or to render it liable for any purpose or for any amount.
Article VIII - Conflicts of Interest
Section 8.1 Voting in Conflicts of Interest: A Director or Officer having a financial interest in a transaction involving the Corporation shall fully disclose such interest and refrain from voting in matters relating to the transaction. The Board may adopt the use of a disclosure form to implement such policy of the Corporation. Section 8.2 Transactions: Transactions shall be defined as any contract, interaction or dealing of or with the Corporation as a party including, but not limited to, the sale, purchase, rental, disposition, retention, licensing or exchange of goods, services or property.
Article IX - Amendment of By-Laws
Section 9.1 Review: The Secretary of the Board shall, in consultation with the President, review these by-laws at least once every three years and make recommendations for modification, if necessary, for Board consideration. Section 9.2 Amending: These by-laws may be amended by a vote equal to or greater than the number constituting a quorum of the Board of Directors plus one. Proposed amendments must be submitted to the Secretary one month prior to a vote. Directors shall have a minimum of one (1) week to review proposed amendments