Chesapeake Bay Retriever Relief & Rescue

Member Volunteer Packet eSig v2023


Chesapeake Bay Retriever Relief & Rescue Inc

Membership & Volunteer Agreement
Rev. December 12, 2021

This Membership Agreement, Rev. September 13, 2020, herein referred to as "Agreement", when signed by the applicant, or existing Member, and accepted by "Chesapeake Bay Retrievers Relief & Rescue, Inc.", herein referred to as "CBRR&R" or the "Corporation" constitutes a binding contract between CBRR&R and the individual or entity executing the signature page of this Agreement, herein referred to "Member". Membership rights, privileges and obligations commence when the Agreement is signed (or by providing an electronically signature, "e-signature") as of April 24, 2024. By providing e-signature below, the Member acknowledges they have read, understand, and are legally bound to full contents of this Agreement. This Agreement supersedes any previous Membership Agreement, By-Laws, or Mission Statement provided from the Corporation. 

Any and all membership privileges obtained through this Agreement may be revoked or changed at any time without prior notice to Member. At any point during this membership the Member may change their membership titles with prior written notice to CBRR&R. Member agrees they meet all membership requirements and will notify CBRR&R if any requirements are not met during the time of the membership term. Member information will be documented as below but may be updated or changed at any point of agreement term. 

Member Name:  
Member Address:  
Member Phone:

If this is a Family Membership, and you are not the Primary Member, please provide:
Primary Members full Name:
Primary Members Email:

CBRR&R Hold Harmless Assumption of Risk Agreement

I, fully understand and agree to assume all risks involved in any and all duties that I perform in my capacity as a volunteer with Chesapeake Bay Retriever Relief and Rescue, Inc. and I agree to hold Chesapeake Bay Retriever Relief and Rescue, Inc. harmless for any injury(ies) which I might sustain during the course of my volunteer duties. This waiver does include myself, all of my family members and descendants forever from seeking any legal action whatsoever against Chesapeake Bay Retriever Relief and Rescue, Inc. or its representatives.

In Consideration of being permitted to volunteer for Chesapeake Bay Retriever Relief and Rescue, Inc. (also known as CBRR&R) from Texas, each of the undersigned, for himself/herself, his personal representative, heirs, next of kin, invitees, and/or guests:

  1. Acknowledges, agrees, and represents that he/she is aware of and assumes the many risks associated with being around animals, including but not limited to the risks of being bitten, scratched, jumped upon, knocked over, chased, tripped, infected with a disease, or otherwise injured or frightened, as well as the risks of damage to personal property and that Chesapeake Bay Retriever Relief and Rescue, Inc. cannot guarantee me or anyone else what type of temperament the animal(s) I will come in contact with through volunteering with the organization may have, and that I am not an agent of  Chesapeake Bay Retriever Relief and Rescue, Inc., and that I hereby accept responsibility for the animal(s) in my care and/or responsibility as a volunteer.
  2. Hereby this Hold Harmless & Assumption of Risk, waives, discharges, and covenants not to sue Chesapeake Bay Retriever Relief and Rescue, Inc., its employees, agents, members, directors, officers, or any affiliated entities thereof, from all liability to the undersigned, his personal representative, assigns, heirs, next of kin, guests, and/or invitees for any and all loss or damage, and any claim or demands therefore on account of injury to the person or property or resulting in death of the undersigned or anyone else arising out of or related to volunteering for Chesapeake Bay Retriever Relief and Rescue, Inc.
  3. Hereby agrees to indemnify and save and hold harmless Chesapeake Bay Retriever Relief and Rescue, Inc., its employees, agents, members, directors, officers, or any affiliated entities thereof, from any loss, liability, damage, or cost including bodily injury or property damage arising out of or related to the fostering of an animal from Chesapeake Bay Retriever Relief And Rescue, Inc.
  4. Hereby assumes full responsibility for any risk of bodily injury, death or property damage arising out of or related to volunteering for Chesapeake Bay Retriever Relief and Rescue, Inc.
  5. Hereby agrees that this Hold Harmless & Assumption of Risk extends to all acts of Chesapeake Bay Retriever Relief and Rescue, Inc., its employees, agents, members, directors, officers, or any affiliated entities thereof, and is intended to be as broad and inclusive as is permitted by the laws  of New York and that if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect. 

I have read this agreement, Hold Harmless & Assumption of Risk.  I fully understand its terms, understand that I have given up substantial rights by signing it, and I have signed it freely and voluntarily without any inducement, assurance, or guarantee being made to me and intend my signature to be a complete and unconditional Hold Harmless & Assumption of Risk of all liability to the greatest extent allowed by law.

 

 

  Member Initials:   Date Signed: April 24, 2024

Article I.

Name, Mission & Goal, Office & Corporate Status

Section 1.  Name.  The Corporation shall be known as:  Chesapeake Bay Retriever Relief & Rescue, Incorporated (hereinafter “the Corporation”). 

Section 2.  Mission & Goal. The mission of Chesapeake Bay Retriever Relief & Rescue, Incorporated is the rescue of Chesapeake Bay Retrievers and Chesapeake Bay Retriever mixes through a volunteer rescue network. Our network provides education and assistance to Chesapeake Bay Retrievers owners, animal shelters, potential adopters and the general public to support training and re-homing of Chesapeake Bay Retrievers in need. Our Members are dedicated to finding responsible and loving homes for Chesapeake Bay Retrievers. Our goal is to educate the public, breeders and fanciers on responsible dog ownership. This education includes the benefits of spaying and neutering of pets, behavioral guidelines to prevent and treat problem behaviors, and to inform prospective Chesapeake Bay Retrievers owners of the special qualities, characteristics and requirements of the breed before they acquire a Chesapeake Bay Retriever (hereinafter “CBR”).

Section 3.  Office. The principal office of the Corporation shall be located in the County of Potter, State of Texas. This office shall direct corporate activities and be the depository for all corporate records. The Corporation may also have offices at such other places within the state as the Board of Directors may, from time-to-time, determine and/or manage the business or operations of the Corporation may require.

Section 4.  Corporate Status.  The Corporation is a New York Not-for-Profit Corporation, a “Charitable Corporation” as defined by the Not-for-Profit Corporation Law, and exempt from income taxation pursuant to Section 501(c)(3) of the Internal Revenue Code.

Article II.

Corporate Purposes & Document Construction

Section 1.  Corporate Purposes. The purposes of the Corporation are set forth in the Certificate of Incorporation, as may be amended, and qualify the Corporation for exemption from income taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 2017, as may be amended.

Section 2.  Document Construction. Any amendment to the purposes of the Corporation must be rendered in accordance with the requirements of Article XII herein. If there is any conflict between the provisions of the Certificate of Incorporation, as may be amended, and these By-Laws, provisions of the Certificate of
Incorporation, as may be amended, shall govern.

Article III.

Membership

Section 1. Classes of Membership Authorized. Unless otherwise stipulated herein, the Corporation shall have three (3) classes of Members. All classes of Membership are for one year terms requiring annual renewal, except in circumstances under which the Board of Directors determines by a majority vote that it is in the best interests of the Corporation to extend the membership term on an annual complimentary basis.

No individual may hold more than one Regular or Family Membership. Membership cannot be assigned or otherwise transferred during the life of the member, nor shall membership vest to any personal representative, heir, guardian, trustee, conservator or designee of a deceased or incapacitated member. Individuals under 18 years of age may not be members except in the Family Membership Class where they participate in rescue activities with or under the aegis and authority of a parent or duly appointed guardian who shall assume all responsibility for actions taken in regard to rescue activities.

1.1. Regular Members. Regular membership is open to all natural persons, (i.e. Individuals) 18 years of age and older who have not been convicted of, pled guilty to, or pled nolo contendere to animal cruelty, neglect, abuse or any action or inaction that jeopardized the lives and well-being of animals, in a duly convened and authorized court of law, administrative hearing or in a proceeding before a professional, licensing, breed, animal welfare or advocacy organization. Each Regular Member is entitled to one vote.

Exclusions from Regular Membership. Regular membership is not open to corporations, corporation-like or other similar entities, or to individuals owning, serving in a leadership capacity or representing such corporations or corporation-like entities dedicated primarily to the rescue of CBR and/or CBR mixed breed dogs. An individual may not be approved for a regular membership and represent deliberately, or by circumstance a corporation, corporation-like or other entity with a network, formally or informally structured,  dedicated to the rescue of CBR and CBR mixed breed dogs. Breed clubs shall not be deemedorganizations primarily dedicated to rescue for these purposes. The Corporation’s Board of Directors reserves the right
to disapprove a regular membership applicant under the above stated exclusionsand/or to offer an affiliate membership to such applicant.

1.2. Family Members.  A family not otherwise excluded by virtue of being an Affiliate Member as described below shall be eligible in the same manner as a Regular Member, provided at least one individual in the Family Member is at least 18 years of age.  Family Members are entitled to one vote per Family Membership.  A Family Membership may include individuals under the age of 18. Individuals under the age of 18 may participate in rescue activities with or under the aegis and authority of a parent, sibling, or duly appointed guardian at least18 years of age who shall assume all responsibility for actions taken in regard to rescue activities.   

1.3. Affiliate Members.  Affiliate Membership is open to corporations, corporation-like, or other similar entities, or to individuals owning, serving in a leadership or decision making role, or serving in such a capacity, or representing such corporations or corporation-like entities, dedicated primarily to the rescue of CBR and/or CBR mixed breed dogs. Associate memberships are intended to enable the continuation of mutually beneficial relationships with persons who were members in good standing of the Corporation, but subsequently formed or assumed a leadership role in another organization dedicated primarily to the rescue of CBR and CBR mix dogs and have demonstrated the ability to effectively and, without conflict of interest, as determined by the Corporation’s Board of Directors, to partake in the mission and activities of the Corporation.

Section 2.  Qualification & Criteria for Membership. The Board of Directors may establish with a majority vote by the membership at the annual meeting or special meeting, additional qualifications and criteria for Membership, including a schedule of dues, and any waivers thereof, as well as procedural requirements for, and prohibitions applicable to, prospective Members, unless otherwise prescribed by statute, the Certificate of Incorporation and/or these By-Laws.

Section 3.  Membership Rights. Any individual of a Regular or Family Membership may hold elected office, serve on any committee, and may have such other rights, privileges, obligations and responsibilities as the membership deems appropriate by a majority vote at the annual meeting or special meeting.

Section 4.  Termination of Membership.  All Corporation property must be returned upon the termination of a Membership.

4.1.  Termination by the Membership.  Membership is terminated by death, resignation, expulsion, expiration of membership term, or dissolution of the Corporation.  Members may authorize to terminate a membership, with, or without cause, by majority vote of the Membership at the Annual Meeting or a Special Meeting of the Membership called for that purpose.  

4.2  Termination by the Board of Directors.  Termination of Membership by the Board of Directors shall be authorized, for cause, by majority vote of the Board at any Regular or Special Meeting of the Board called for that purpose.  For purposes of this Section, failure to timely remit required dues, if any, shall be considered sufficient cause for termination of Membership by vote of the Board. 

Section 5.  Annual Meeting.  An Annual meeting of the Members entitled to vote shall annually be held for purposes of the election of Directors and the transaction of any other business of the Corporation in a month to be determined by the Board of Directors. 

Section 6.  Special Meetings.  Special Meetings of the Members entitled to vote may be called at any time by the Board of Directors, the President, a majority vote of the Board of Directors, or upon the written request of at least ten percent (10%) percent of the Members entitled to vote.  No business shall be conducted at a Special Meeting that is not included in the issued Notice as stipulated herein.

Section 7.  Meeting Notice. 

7.1.  Notice Requirements.  Notice shall be given to each Member entitled to vote prior to each Meeting of Membership, stating the place, date, and hour of the Meeting.  Notice of a Special Meeting shall, in addition, identify:

  1. the person, or persons, calling the meeting; and,
  2. the purpose, or purposes, for which said meeting is being called.

7.2.  Written Notification.  Unless the Corporation has over five hundred (500) Members, written notice of any Meeting of the Membership shall be given personally or by first class mail, facsimile or by electronic mail, not less than ten (10) nor more than fifty (50) days before the date of the Meeting.  Notice shall be deemed given as stipulated below:

  1. if personally, upon receipt by the Member;
  2. if mailed, when deposited in the United States Mail, with postage prepaid, directed to the Member at the Member’s current address of record as it appears on the list of Members; or,
  3. if sent by electronic mail or facsimile, when forwarded to the facsimile number, or electronic mail address, as either appear on the list of Members, excepting that any such notice shall not be considered properly delivered if the Corporation is:
    • unable to deliver two (2)-consecutive notices to the designated electronic mail address or facsimile number or,
    • is otherwise made aware that notice cannot be delivered to the Member or electronic mail or facsimile.

7.3.  Notification by Publication.  Provided the Corporation has more than five hundred (500) Members, notice of Meetings of the Membership may be given by publication.  Any such notice shall be:

  1. published in a newspaper published in the County in which the principal office of the Corporation is located once a week for 3-successive weeks immediately preceding the Meeting; and,
  2. prominently posted on the homepage of the Corporation’s website continuously from the date of newspaper publication through the date of the Meeting.

Section 8.  Waiver of Notice.  Should any Member fail to receive proper notice of a Meeting of the Membership, as otherwise required by these By-Laws, the Member shall waive his/her right to any such notice if:

  1. the Member attends the Meeting of the Membership without objection to the lack of proper notice, prior to said Meeting being called to order; or,
  2. either before or after the Meeting, the Member submits, a waiver of notice, which if tendered personally, in writing or by facsimile, shall be validated by written or electronic signature; or if submitted by electronic mail, shall include information from which the Corporation can reasonably determine that the waiver was properly authorized.

Section 9.  Qualification of Voters.  The Board of Directors may fix a date as the record date for the purpose of determining the Members entitled to vote at any Meeting of the Membership, or to express consent to or dissent any proposal without a Meeting.  The record date shall not be more than fifty (50) nor less than ten (10) days before the date of the Meeting.

Section 10.  Quorum.  At any, duly called Meeting of the Membership, 25% of the eligible Members entitled to vote, present as a consequence of physical attendance and/or use of telephone/video-conference technology, and/or use of proxy shall constitute a quorum.  When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any Member(s).

Section 11.  Organization.

11.1.  President.  At all meetings of the Membership, the President, or, in his/her absence, the Vice-President or, in his/her absence, another Director chosen by the Membership shall preside. 

11.2.  Secretary.  At all meetings of the Membership, the Secretary, or, in his/her absence, another Director chosen by the Membership shall act as secretary at the meeting.

Section 12.  Voting.  Each Member shall have one (1) vote for purposes of the election of Directors and the transaction of any other business considered by the Membership.

Section 13.  Action by the Membership.

13.1.  Action Defined.  Except as otherwise provided by statute and/or these By-Laws, an “act,” or “action,” of the Membership shall mean an action at a Meeting of the Membership authorized by vote of a majority of the Members present at the time of the vote, provided a sufficient quorum is present.

13.2.  Electronic Communication.  Any, or all, Members may participate in any Meetings of the Membership, by means of a conference telephone, electronic video screen communication, or similar communications equipment allowing all persons participating in the meeting to hear each other and communicate at the same time.  Participation by such means shall constitute presence in person at a meeting of the Membership.

13.3.  Proxies.  Every Member entitled to vote at a Meeting of the Membership may authorize another person, or persons, to act on his/her behalf by use of proxy.  To be valid and enforceable, each proxy must be submitted before, or presented at, the Meeting of the Membership for which it is intended.  If tendered personally, in writing, or by facsimile, the proxy shall be validated by written or electronic signature.  If submitted by electronic mail, it shall include information from which the Corporation can reasonably determine that the proxy was properly authorized.  No proxy shall be valid after the expiration of eleven (11) months from the date thereof, unless otherwise provided by proxy.  Every proxy shall be revocable at the pleasure of the Member executing same, except as may otherwise be provided by law. 

Section 14.  Action by Members on Unanimous Written Consent.  Any act, or action, required or permitted to be taken by the Membership may be taken without a Meeting if each Member submits to the Secretary, or his/her designee, a written consent, delivered personally or by regular mail, facsimile, and/or electronic mail, authorizing a resolution to permit the action.  A copy of the resolution, and all written consents thereto, shall be filed with the minutes of the proceedings of the Membership.

Section 15.  Reports.  In a manner sufficient to comply with applicable statutory obligations, the Board of Directors shall quarterly and annually present to the Membership a report, verified by appropriate Officers, or certified by an Independent Auditor, if so required, outlining, in appropriate detail, the Corporation’s fiscal status, including an annual balance sheet and profit and loss statement or a financial statement performing a similar function for the preceding fiscal year, confirming assets (restricted and unrestricted) and liabilities, revenues and receipts and expenses and disbursements, together with any, and all necessary and/or required supporting documentation. Each such report shall be filed with the records of the Corporation and a copy, or an abstract thereof, shall be entered in the minutes of the proceedings of the Meeting of the Members at which the report is presented. The Board of Directors shall provide complete minutes, to membership electronic mail, following any Board of Director Meetings, virtual or non-virtual and virtual or non-virtual committee meetings within 15 days of meetings.

Article IV.

Board of Directors

Section 1.  General Management.  The Board of Directors shall have ultimate authority in governing the operations, finances, and affairs of the Corporation.  The Board, with the advice of various committees, if so authorized, shall implement, monitor, and modify, as may be needed, policies and procedures necessary for proper corporate management.  It shall be empowered to employ necessary staff, retain necessary professional assistance, authorize agreements and expenditures, and take all necessary and proper steps to advance the purposes and promote the best interests of the Corporation.

Section 2.  Number.  There shall be, at least, five (5) but no more than, sixteen (16), seats on the Board of Directors, including Officers, with the exact number to be established from time-to-time by majority vote of the Board.  

Section 3.  Ex Officio Directors.  The Board majority vote may also appoint ex officio, non-voting Directors to serve on the Board, if deemed to be in the best interests of the Corporation.  Any such ex officio, non-voting Directors shall be entitled to all rights and entitlements of other Directors, and obligated to honor all corresponding fiduciary duties, excepting they shall not be entitled to:

  1. attend, or receive notice of, any Meeting of the Board, or its various committees, if the purpose of said Meeting(s) relates to concerns with respect to the given ex officio, non-voting Director;
  2. be counted for purposes of determining quorum for any Meeting of the Board, or its various committees;
  3. vote on any matter being considered by the Board, or its various committees; and/or,
  4. hold elective Office with the Corporation.

Section 4.  Qualifications.  All Officers and Directors must be at least eighteen (18) years of age and committed to advancing the purposes of the Corporation. 

Section 5.  Selection Procedure, Terms of Office, Newly Created Directorships & Vacancies

5.1.  Selection Procedure.  At each Annual Meeting, the Membership, by a plurality of the votes cast, shall elect new Directors to replace those whose terms are expiring to terms of three (3) years in duration. 

5.2.  Terms of Office.  The term of office for a Director shall be three (3) years in duration, unless otherwise provided in these By-Laws.  Approximately one-third (1/3) of the Directors shall be selected every three (3) years.  The terms of office for all Directors shall begin on January 1 of the year following their election and shall conclude on December 31 of the year following the election of their successors. 

5.3.  Newly Created Directorships.  Newly created Directorships resulting from an increase in the number of Directors shall be filled by vote of a plurality of the Membership.  Directors elected to fill newly created Directorships shall hold office in accordance with their classification and until their successors have been elected and qualified. 

5.4.  Vacancies.  A vacancy in office shall arise upon the resignation, removal, incapacitation or death of a Director.  A vacancy on the Board of Directors occurring in the interim between Annual Meetings may be filled by an interim successor appointed by the Board of Directors.  At the next Annual Meeting following the vacancy, the Membership may elect, by majority vote, a permanent successor for the vacant position.  Directors elected to fill vacancies shall hold office for the remainder of the term of the vacated position in accordance with the classification of said position and until their successors have been elected and qualified.  No period of interim service shall be considered for purposes of establishing limitations on the terms of Directors. 

Section 6.  Resignation.  A Director may resign, at any time, by giving written notice to the Board of Directors, the President, or the Secretary.  Unless otherwise specified, the resignation shall take effect upon receipt thereof by the Board of Directors, the President, or the Secretary, and the acceptance of the resignation shall not be necessary to make it effective.

Section 7.  Suspension & Removal.

7.1.  Suspension.  Any Director may be temporarily suspended, for cause, by a two-thirds (2/3s) majority vote of the Board of Directors at any Regular Meeting or Special Meeting of the Board called for that purpose.  The period of suspension can last only until such time as the next Annual Meeting.  At any meeting where a vote is to be taken to suspend a Director, the Director in question may attend and shall be given a reasonable opportunity to argue in his/her defense.

7.2.  Removal.  Any, or all, of the Director(s) may be permanently removed for cause, by a two-thirds (2/3s) majority vote of the Board of Directors at any Regular Meeting or Special Meeting of the Board called for that purpose, or with, or without, cause, by a majority vote of the Membership at any Annual Meeting or Special Meeting of the Members called for that purpose.  At any Meeting where a vote is to be taken to remove a Director, the Director in question may attend and shall be given a reasonable opportunity argue in his/her defense.

Section 8.  Meetings.

8.1.  Annual Meetings.  The Board of Directors, by yearly resolution of the Board, shall as soon as practicable after the Annual Meeting of the Membership, convene an Annual Meeting of the Board of Directors for the purpose of appointing Officers of the Corporation.  Reasonable advance notice of the Annual Meeting, including time, date, and location, shall be given by means of establishing a customary meeting date, publishing the date of the meeting on the website of the Corporation, regular mail, facsimile, electronic communication, telephone, and/or personal delivery. 

8.2.  Regular Meetings.  The Board of Directors, in accordance with a schedule to be determined by resolution to the Board, shall endeavor to annually convene, at least, quarterly Regular Meetings.  Reasonable advance notice of the Regular Meetings, including time, date, and location, shall be given by means of the advance scheduling of meeting dates, publishing the dates of the meetings on the website of the Corporation, regular mail, facsimile, electronic communication, telephone, and/or personal delivery.

8.3  Special Meetings.  The Board of Directors, whenever called by the President, the Secretary, or any three (3) Directors, may convene Special Meetings in order to consider specific matters that may be confronted by the Corporation between Regular Meetings, provided the order of business is limited solely to purposes specified in the meeting notice.  Notice of Special Meetings, including purpose, time, date, and location, shall be given by regular mail, facsimile, posting on the group internet site, electronic communication, telephone, and/or personal delivery.  If notice is given by telephone or personal delivery, it shall be given not less than twenty-four (24) hours before the meeting unless a different time period is agreed upon by all Board Members.  If notice is given by regular mail, facsimile, or electronic communication, it shall be given not less than fifteen (15) days before the meeting. If notice is given by posting on the group internet site, it shall be given at least eleven (11) days before the meeting.  In the event that such notice is given on a Saturday, Sunday or national holiday, an additional twenty-four (24) hour notice shall be added to the required notice period.

Section 9.  Qualification of Voters. At any, duly called Meeting of the Membership, 10% of the eligible Members entitled to vote, present as a consequence of physical attendance and/or use of telephone/video- conference technology and/or use proxy shall constitute a quorum. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any Member(s).

Section 10.  Quorum.  A quorum shall be required for the legal and proper conduct of the business of the Board of Directors.  A majority of the Entire Board shall constitute a quorum for the transaction of any business.  When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any Directors.

Section 11.  Organization.

11.1.  President.  At all meetings of the Board of Directors, the President, or, in his/her absence, the Vice-President, or, in his/her absence, another Director chosen by the Board shall preside. 

11.2.  Secretary.  At all meetings of the Board of Directors, the Secretary, or, in his/her absence, another Director chosen by the Board shall act as secretary of the Meeting.

Section 12.  Voting.  Each Director shall have one (1) vote for purposes of the appointment of Officers and the transaction of any other business considered by the Board of Directors.

Section 13.  Action by the Membership.

13.1.  Action Definedction. Except as otherwise provided by statute and/or these By-Laws, an “act,” or “action,” of the Membership shall mean an action at a Meeting of the Membership authorized by vote of a majority of the Members present at the time of the vote, provided a sufficient quorum ispresent.

13.2.  Electronic Communication.  Any, or all, Members may participate in any Meetings of the Membership, by means of a conference telephone, electronic video screen communication or similar communications equipment allowing all persons participating in the meeting to hear each other and communicate at the same time. Participation by such means shall constitute presence in person at a meeting of the Membership.

13.3. Proxies. Every Member entitled to vote at a Meeting of the Membership, special meeting or elections may authorize another person, or persons, to act on his/her behalf by use of proxy. To be valid and enforceable, each proxy must be submitted before, or presented at, the Meeting of the Membership for which it is intended. If tendered personally, in writing or by facsimile, the proxy shall be validated by written or electronic signature. If submitted by electronic mail, it shall include information from which the Corporation can reasonably determine that the proxy was properly authorized. No proxy shall be valid after the expiration of eleven (11) months from the date thereof, unless otherwise provided by proxy. Every proxy shall be revocable at the pleasure of the Member executing the same, except as may otherwise be provided by law. Board of Directors are not permitted to vote by proxy at any meeting. Theycannot delegate their fiduciary duties.

Section 14.  Action by the Board of Directors.

14.1.  Action Defined.  Except as otherwise provided by statute and/or these By-Laws, an “act,” or “action,” of the Board of Directors shall mean an action at a meeting of the Board authorized by vote of a majority of the Directors present at the time of the vote, provided a sufficient quorum is present.

14.2.  Written Unanimous Consent.  Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if the Entire Board submits to the Secretary of the Corporation, or his/her designee, a written consent, delivered by regular mail, facsimile, and/or electronic communication, authorizing a resolution to permit the action.  A copy of the resolution, and all written consents thereto, shall be filed with the minutes of the proceedings of the Board.

14.3.  Electronic Communication.  Any, or all, Director(s), or committee member(s), may participate in any meetings of the Board of Directors, by means of a conference telephone, electronic video screen communication, or similar communications equipment allowing all persons participating in the meeting to hear each other and communicate at the same time.  Participation by such means shall constitute presence in person at a meeting of the Board.

Section 15. Presumption of Concurrence. 

15.1.  Meeting Participation.  A Director who participates in a meeting of the Board of Directors at which an act, or action, on any corporate matter is taken shall be presumed to have concurred to the action taken unless said Director:

    1. assures that his/her dissent is entered in the minutes of the meeting;
    2. files a written dissent to such act or action with the Secretary of the meeting before the adjournment thereof, or;
    3. forwards a written dissent, by regular mail, facsimile, electronic communication, or personal delivery, to the Secretary, immediately after the adjournment of the meeting.

15.2.  Meeting Absence.  A Director who is absent from a meeting of the Board at which an act, or action, or any corporate matter is taken shall be presumed to have concurred to the action taken unless said Director:

    1. forwards a written dissent, by personal delivery and/or registered mail, to the Secretary; or, personally delivers, or, sends by registered mail, his/her written dissent thereto to the Secretary; or,
    2. assures that his/her dissent is entered in the minutes of the meetings of the Board within a reasonable time after learning of such action.

Section 16.  Attendance.  A Directors who in any six month period has missed the majority of the meetings of the Board of Directors and/or fails to vote on at least 75% of all Board issues shall be automatically removed from the Board of Directors with no action other than a notice issued by the President and recorded in the minutes of the meeting.  However, the Board of Directors may decide, under extenuating circumstances, including but not limited to serious injury or maternity, to grant a leave of absence from the Board of Directors.

Article V.

Officers

Section 1.  Officers, Appointment & Term.  The Board of Directors shall appoint by majority vote a President, Vice President, Secretary, and Treasurer, and such other Officers as it may determine are needed from time-to-time, who shall be given such duties, powers and functions as hereinafter provided.  Officers shall be appointed to hold office for one (1) year from the date of appointment.  Each Officer shall hold office for the term for which he/she is appointed and until his or her successor has been appointed. No Officer may hold more than one office at the same time.

Section 2.  Suspension, Removal, Resignation.  Officers serve at the discretion of the Board of Directors.  Any Officer appointed by the Board may be suspended or removed by a majority vote of the Board.  In the event of the resignation, suspension, removal, incapacitation, or death of an Officer, the President of the Board shall appoint an acting successor to fill the un-expired term.  This appointment shall be confirmed by a majority vote of the Board within the next two (2) Regular Meetings.

Section 3.  Duties.

3.1.  President.  The President shall be the principal volunteer executive officer of the Corporation and shall in general monitor and supervise the business and affairs of the Corporation.  He/she shall preside at all meetings of the Board of Directors and shall be a voting member of all Committees of the Board and Committees of the Corporation, unless otherwise precluded by statute, regulation, and/or these By-Laws.  The President is authorized to sign any deeds, mortgages, bonds, contracts, or other instruments that the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board, these By-Laws and/or applicable regulation or statute to some other Officer or agent of the Corporation.  The President is the sole Officer or Director authorized to speak on behalf of the Corporation, unless the President and/or the Board of Directors have otherwise delegated such authority to another Officer, Director, and/or representative or otherwise directed by these By-Laws. The President shall be the American Chesapeake Club Delegate unless other determined by the Board of Directors by majority vote not to be in the best interests of the Corporation or if the President declines the position. In either case, the Board of Directors shall choose a delegate by majority vote. The President shall perform such other duties as from time-to-time may be assigned to him/her by the Board. 

3.2.  Vice President.  In the absence of the President, or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President.  The Vice President shall perform such other duties as from time-to-time may be assigned to him/her by the President and/or the Board. 

3.3.  Secretary.  The Secretary shall generally be responsible for assuring that the records of the Corporation are properly recorded, documented, and stored and that all informal or formal notices that may be issued by the Corporation are tendered in a manner in compliance with all applicable statutes, regulations, contracts, ethical obligations, the Certificate of Incorporation, as may be amended, and these By-Laws.  The Secretary shall assure that the minutes of the meetings of the Board of Directors, and Committees of the Board or Corporation, if any, are properly recorded, documented and stored; keep a record of the post office address, telephone number and, when possible electronic address of each Member, Director, Officer, and member of a committee who does not serve on the Board, if any; notify Directors of election and members of committees of appointment; and, generally serve as custodian of the records of the Corporation.  He/she may delegate recording, documentation, and storage and other duties, as deemed appropriate, to other Officers, excepting the President, Directors, or employees of the Corporation.  The Secretary shall be responsible for the preparation of the annual ballot, for tallying all votes taken by the Members and the Board of Directors and for publishing the results of all votes to the Members and the Directors.  The Secretary shall perform such other duties as from time-to-time may be assigned to him/her by the President and/or the Board. 

3.4  Treasurer.  The Treasurer shall be responsible for the supervision and accounting of all funds received or expended by the Corporation and shall keep the Board of Directors informed on all pertinent financial matters.  If an Independent Director, he/she shall ordinarily, but need not necessarily, serve on the Audit and Finance Committee, or its functional equivalent, if applicable, but not as Chair of any such Committee.  The Treasurer shall provide a financial report at all Regular Meetings of the Board in a format prescribed by the Board and for providing regular financial reports to the Members.  The Treasurer shall perform other duties as from time-to-time may be assigned to him/her by the President and/or the Board. 

Article VI.

Committees

Section 1.  Committee Types & General Authority & Responsibilities.  The Board of Directors may permissibly charge committees to perform various functions on behalf of the Corporation in either of the two (2) available types:  Committees of the Board and Committees of the Corporation.  Each Committee of the Board and Committee of the Corporation, and every member thereof, shall serve at the pleasure of the Board.  All Committees shall keep minutes of all proceedings, to be regularly submitted to the Secretary for subsequent distribution to the Entire Board, and report to the Board, at its next scheduled Regular Meeting, all activities and determinations.

Section 2.  Committees of the Board.  Committees of the Board of Directors shall comprise solely, at least, three (3) voting Directors elected by majority vote of the Entire Board and shall have either standing authority and/or may be designated specific authority from time-to-time by the Board to take action within statutory limitations that would legally bind the Board and/or the Corporation.  

In accordance with statutory limitations, no Committee of the Board shall have such authority in the following matters:

  1. submission to Members, if any, of any act, or action, requiring Members approval by statute and/or these By-Laws;
  2. filling of vacancies on the Board, or in any of its various committees;
  3. fixing of compensation for Directors, or members of its various committees;
  4. authorization of any form of Fundamental Corporate Change, as set forth in these By-Laws, including, but not limited amendment, or repeal, of these By-Laws or the adoption of new By-Laws;
  5. amendment, or repeal, of any resolutions of the Board, which by its terms, shall not be capable of amendment or repeal;
  6. the election or removal of Officers and Directors;
  7. the approval of a merger or plan of dissolution;
  8. the adoption of a resolution recommending to the Members an action on the sale, lease, exchange or other disposition of all or substantially all the assets of the Corporation or, if there are no Members entitled to vote, the authorization of such transaction; or
  9. the approval of amendments to the Certificate of Incorporation.

The Board shall appoint, at least, three (3), Directors to serve on the following standing Committees of the Board:  Executive and Audit and Finance.  The Board, by resolution adopted by the majority of the Entire Board, may designate additional standing Committees of the Board, with such authority as the applicable resolution shall provide. 

2.1 Executive Committee.  The Executive Committee shall comprise the elected Officers of the Corporation, President, Vice-President, Secretary, and Treasurer, and any additional members of the Board of Directors that may be appointed to serve on the Committee from time-to-time.  The President shall serve as the Chair of the Executive Committee.  The Executive Committee shall distribute minutes of its meetings to the Entire Board of Directors prior to the next meeting of the Board and, when appropriate, may otherwise inform the Board of Directors in a timely manner of binding decisions made on its behalf. The Executive Committee shall maintain surveillance of the operations and affairs of the Corporation and shall be empowered to transact only such business as may be necessary between Regular Meetings of the Board of Directors. Meetings of the Committee may be called by the Chair or by any three (3)-members of the Committee.

2.2. Audit & Finance Committee.  The Audit and Finance Committee shall comprise at least three (3) Directors, found by resolution of the Board of Directors to be “Independent Directors” (as defined by Appendix “A”); however, under no circumstances shall the Corporation’s “Independent Auditor” (as defined by Appendix “A”) or a partner, employee of business associate, or “Relative” (as defined by Appendix “A”) of the Independent Auditor’s firm, serve on the Committee.  Provided the Treasurer is found to be an “Independent Director,” he/she shall serve on the Committee, but shall be precluded from serving as Chair.  The Audit and Finance Committee shall be responsible for overseeing all audits and the overall fiscal affairs of the Corporation.  The Committee shall also develop a budget for approval by the Board of Directors; propose policies governing the finances of the Corporation for adoption by the Board; and, endeavor to assure that all the Corporation’s institutional funds are deposited, invested and withdrawn in a manner consistent with all applicable statutes, regulations, and contractual obligations, if any.  The Committee shall assure that proper federal and state compliance and tax filings are submitted, and that any taxes due have been paid or, otherwise, addressed.  It shall periodically review the Corporation’s internal and financial controls, and the adequacy of the Corporation’s insurance coverage.  With regard to responsibilities relative to conflicts of interest, and auditing oversight, as appropriate, the Committee shall be responsible for strict adherence to, and enforcement of, the Corporation’s Board of Directors Conflicts of Interest Policy, and Audit Oversight Policy, which are annexed to these By-Laws as Appendices “B” and “D,” respectively.  It shall also assure that proper policies and procedures are in place to ensure that all newly-received and annually-submitted Conflict of Interest Disclosure Statements, an unexecuted copy of which is annexed to these By-Laws as Appendix “C,” and any case-specific Related Party Transaction reports, together with the minutes of any related meetings, are promptly provided to the Chair of the Committee and shall subsequently see to it that they are properly considered for auditing purposes. 

Section 3.  Committees of the Corporation.  Committees of the Corporation shall comprise, at least, three (3) individuals elected by majority vote of the Entire Board and shall either have standing authority or may be designated specific authority from time-to-time by the Board.  Committees of the Corporation are advisory in nature and cannot under any circumstances take actions that bind the Board and/or the Corporation. 

The Board shall appoint, at least, three (3) voting Directors, Members, and/or other non-Directors, to serve on the following standing Committees of the Corporation:  Membership Committee and Nominating Committee.  The Board, by resolution adopted by the majority of the Entire Board, may designate other standing, or ad hoc, Committees of the Corporation, with such authority as the applicable resolution shall provide. 

3.1. Membership Committee. The Membership Committee is responsible for evaluating membership applications together with the appropriate Regional Director and making recommendations to the Board of Directors.  The Membership Committee shall develop and update the membership application.  In the event that the Board of Directors decides to delegate, on an annual basis, the election of members to the Membership Committee, the Committee will advise the Board of Directors of all affirmative actions.  Any negative actions shall be referred to the Board of Directors for a final determination by secret ballot with a majority vote. Applicants that receive a negative vote shall be advised by the Board of Director Secretary within fifteen (15) days of said determination and all paid membership dues shall be returned/refunded.  Such prospective member may reapply annually and acceptance of the application shall be at the sole discretion of the Board of Directors by majority vote.  The Membership Committee is also charged with maintaining the membership books and a list of members in good standing qualified to vote at any meeting of the Membership.

3.2. Nominating Committee. The Nominating Committee is responsible for submitting recommendations for Directors received from Members. The Committee compiles a slate of Director-nominees for presentation to the membership for a vote at the Annual Meeting.

Section 4.  Qualifications.  The Board of Directors may establish or waive qualifications for any committee membership at its discretion. 

Section 5.  Meetings.  Meetings of committees, of which no formal notice shall be necessary, shall be held at such time and place as may be fixed by the Chair of the applicable Committee or by majority vote of the members of the committee.

Section 6.  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 all committees shall be subject, at all times, to the direction of the Board. All committees shall maintain appropriate minutes of their meetings in an effort to document proper and appropriate oversight.

Article VII.

Elected Officer & Director Compensation, Reimbursement & Loans

Section 1.  Compensation.  No elected Director, Officer, or member of a committee shall receive compensation for his/her services as a Director, Officer, and/or member of a committee, but if properly authorized, may permissibly receive other compensation for services that may be rendered to the Corporation, provided any such compensation is awarded pursuant to all applicable policies and procedures required by statute, regulation, and/or these By-Laws. 

Section 2.  Reimbursement.  Notwithstanding the mandates of this Article, at the discretion of the Board of Directors, individual Directors, Officers, and members of Committees may be reimbursed in an amount determined by the Board for expenses reasonably incurred by them in the performance of their duties on behalf of the Corporation.

Section 3.  Loans.  No loans shall be made by the Corporation to its Directors, Officers, committee members, or to any other corporation, firm, association, or other entity in which one or more of its Directors, Officers, or committee members are directors or officers or hold a substantial financial interest, except as may be permitted by statute.

Article VIII.

Fiscal Year & Independent Financial Audit

Section 1.  Fiscal Year.  The fiscal year of the Corporation shall commence on the first day of January and conclude on the thirty-first day of December.  

Section 2.  Independent Financial Audit.  If required pursuant to stipulated statutory thresholds dictated by revenue annually received and/or other applicable regulation and/or contractual obligation, demanded by the Office of the Attorney General, requested by another regulatory agency or funder as a condition of funding, or otherwise recommended and authorized by the Board of Directors, the accounts of the Corporation shall be subject to an annual audit report or audit review report prepared by “Independent Auditor” (as defined by Appendix “A”), and conducted in a manner compliant with all applicable statutory, regulatory, and contractual obligations, to be overseen solely by “Independent Directors” (as defined by Appendix “A”) serving on either the Board of Directors or an authorized Committee of the Board.

Article IX.

Fiduciary Duties

Section 1.  Duty of Care.  All Directors shall exercise the same standard of care that a reasonable person, with similar abilities, acumen, and sensibilities, would exercise under similar circumstances at all times.  Each Director shall endeavor to understand all, or substantially all, of the consequences of his/her actions and/or the omissions.

Section 2.  Duty of Loyalty.  No Director shall be permitted to engage in, or condone, any conduct that is disloyal, disruptive, damaging, or competes with the Corporation.  No Director shall be permitted to take any action, or establish any interest, that compromises his/her ability to represent the Corporation’s best interest. All Directors are expected to represent the interests of this Corporation at all times while serving on the Board.

Section 3.  Duty of Obedience.  No Director shall be permitted to disobey or publically contradict an authorized decision of the Board.

ARTICLE X.

Statutory Compliance

Section 1.  Definitions.  Should any term, phrase, or understanding relative to any topic addressed in these By-Laws and/or the policies of the Corporation be specifically defined in a document entitled, “By-Law and Corporate Policy Definitions,” a copy of which is annexed hereto, and made a part hereof of these By-Laws as Appendix “A,” the stipulated definition of such term in said document shall govern for purposes of interpreting the By-Laws and/or corporate policies.

Section 2.  Conflicts of Interest & Related Party Transaction Protocols.  The Corporation shall adopt, and at all times honor, the terms of a written Conflicts of Interest & Related Party Transaction Policy to assure that its Directors, Officers, and Key Employees act in the Corporation's best interest and comply with applicable statutory, regulatory, and ethical requirements. The Conflicts of Interest & Related Party Transaction Policy shall include, at a minimum, the following provisions:

  1. Procedures. procedures for disclosing, addressing, and documenting Conflicts of Interest and Related Party Transactions to the Board of Directors, or an authorized committee, as appropriate.
  2. Restrictions. stipulations that when the Board of Directors, or an authorized committee, as appropriate, is considering a real/potential conflict of interest, the interested party shall not:
    • be present at, or participate in, any deliberations;
    • attempt to influence deliberations; and/or,
    • cast a vote on the matter.
  3. Definitions. definitions of circumstances that could constitute a Conflict of Interest and/or Related Party Transaction.
  4. Documentation.  requirements that the existence and resolution of the conflict and/or transaction be documented in the records of the Corporation, including in the minutes of any meeting at which the conflict was discussed or voted upon; and,
  5. Audit-Related Disclosure. protocols to assure for the disclosures of all real or potential Conflicts of Interest and/or Related Party Transaction are properly forwarded to the Board of Directors, or another authorized committee, as appropriate, for purposes of audit-related consideration.

Section 3.  Conflicts of Interest & Related Party Transaction Conflicts Policy.  The Conflicts of Interest and Related Party Transaction Policy of the Corporation required in order to comply with the mandates of Section 2 of this Article is annexed hereto, and made a part hereof as Appendix “B.”  This policy may only be amended, modified, or repealed by a two-thirds (2/3) majority vote of the Board of Directors present at any Annual Meeting, Regular Meeting, or Special Meeting called for that purpose with the change in policy to not be applicable to any pending or currently being reviewed real or potential conflicts of interest or Related Party Transaction.

Section 4.  Potential Conflicts Disclosure Statement.  The Potential Conflicts Disclosure Statement of the Corporation required in order to comply with the mandates of Section 2 of this Article is annexed hereto, and made a part hereof as Appendix “C.” 

Section 5.  Audit Oversight Protocols.  Provided the Corporation is required pursuant to stipulated statutory thresholds dictated by revenue annually received and/or other applicable regulation and/or contractual obligation, demanded by the Office of the Attorney General, requested by another regulatory agency or funder as a condition of funding, or otherwise recommended and authorized by the Board of Directors, the accounts of the Corporation shall be subject to an annual audit report or audit review report prepared by “Independent Auditor” (as defined by Attachment “A”) to be overseen by a designated Audit or combined Audit and Finance Committee of the Board (as appropriate), comprising solely “Independent Directors” (as defined by Appendix “A”).  If such an audit report or audit review is commissioned, the Corporation shall adhere to the terms of a written Audit Oversight Policy, which, in the absence of statutory obligation, shall be considered advisable, but not required. 

Section 6.  Audit Oversight Policy.  The Audit Oversight Policy required in order to comply with the mandates of Section 5 of this Article is annexed hereto, and made a part hereof as Appendix “D.”  This policy may only be amended, modified, or repealed by a two-thirds (2/3) majority vote of the Board of Directors present at any Annual Meeting, Regular Meeting, or Special Meeting called for that purpose with the change in policy to not be applicable to any pending or currently processing audit report or audit review. 

Article XI.

Indemnification of Directors, Officers & Employees

Section 1.  Indemnification Obligations.  Provided that it first obtains, and subsequently maintains a Directors and Officers (D&O) liability insurance policy with coverage limits deemed reasonably appropriate by qualified professionals, the Corporation shall indemnify its Members, Directors, Officers, employees, and volunteers against judgments, fines, amounts paid in settlement, and reasonable expenses and costs, including attorney’s fees, in connection with any claim asserted against the Member, Director, Officer, employee, or volunteer by court action, or otherwise, by reason of the fact that such person was a Director, Officer, employee, or volunteer of the Corporation and acting in good-faith for a purpose which such person reasonably believed to be in the best interest of the Corporation, and was not unlawful, unethical, or immoral.  Any such indemnification shall be considered, awarded, and governed by the terms of a comprehensive Indemnification and Insurance Policy, a copy of which is annexed hereto, and made a part hereof as Appendix “E.” 

Article XII.

Fundamental Corporate Changes

Section 1.  By-Law Amendment.  These By-Laws may be amended, repealed, or altered, by a two-thirds (2/3) majority vote of the Directors present at any Annual Meeting, Regular Meeting, or Special Meeting of the Board called for that purpose, excepting that the Board shall have no authority to amend, repeal or alter Article III, this Article XII, or any other By-Law applicable to the rights, entitlements, and/or obligations of the Members.  Any amendment, repeal, or alteration of the By-Laws authorized by the Board shall be presented to the Membership at the next Annual Meeting or Special Meeting of the Membership called for that purpose, and may be vetoed, in whole or in part, or otherwise modified by majority vote of the Members present.  The Membership may, by majority vote of the Members present at any Annual Meeting or Special Meeting of the Membership called for that purpose, amend, repeal, or alter Article III, this Article XII, any other By-Law applicable to the rights, entitlements, and/or obligations of the Members or the By-Laws, in their entirety, with or without the consent of the Board,

Section 2.  Certificate of Incorporation Amendment.  The Certificate of Incorporation of the Corporation may be changed or amended, in whole or in part, by a two-thirds (2/3) majority vote of the Board of Directors and a two-thirds (2/3) majority vote of those entitled to cast ballots for a resolution of the Membership, provided all statutory approvals are subsequently secured and any Certificate of Amendment or Restated Certificate of Incorporation is accepted for filing by the New York Department of State.

Section 3.  Purchase, Lease, Sale, Mortgage, or Disposition of Real Property or Other Assets.  The purchase, lease (for five (5)-or more years), sale, mortgage, or disposition of all, or substantially all, of the real property or other assets of the Corporation shall only be authorized by a two-thirds (2/3) majority vote of the Board of Directors and a two-thirds (2/3) majority vote of those entitled to cast ballots for a resolution of the Membership.

Section 4.  Creation of Corporate Affiliate Relationship.  The Corporation may only enter into any affiliate arrangement, such as a parent/subsidiary relationship with another corporation, or form a new corporation for purposes of establishing an affiliate relationship, by a two-thirds (2/3) majority vote of the Board of Directors and a two-thirds (2/3) majority vote of those entitled to cast ballots for a resolution of the Membership.

Section 5.  Merger or Consolidation.  This Corporation may be merged or consolidated by a two-thirds (2/3) majority vote of the Board of Directors and a two-thirds (2/3) majority vote of those entitled to cast ballots for a resolution of the Membership, provided all statutory approvals are subsequently secured and any Certificate of Merger or Consolidation is accepted for filing by the New York State Department of State.

Section 6.  Dissolution. 

6.1. Procedure.  This Corporation may be dissolved by a two-thirds (2/3) majority vote of the Board of Directors and a two-thirds (2/3) majority vote of those entitled to cast ballots for a resolution of the Membership, provided all statutory approvals are subsequently secured and a Certificate of Dissolution is accepted for filing by the New York Department of State.

6.2. Residual Assets.  In seeking approvals necessary for Dissolution, the Corporation shall exercise its best efforts to assure that any residual assets shall be donated to another Not-for-Profit Corporation qualified under Section 501(c)(3) of the Internal Revenue Code with purposes similar to those of this Corporation.

APPENDIX A—By-Law & Corporate Policy Definitions

  1. Affiliate- means any entity controlled by, or in control of, the Corporation.
  2. Charitable Corporation- Any Not-for-Profit Corporation formed, or deemed to be formed, for charitable purposes, including those formerly considered by the Not-for-Profit Corporation Law to be Type “B” or “C” Corporations, as well as former Type “D” with Charitable purposes.
  3. Director- means any member of the governing board of the Corporation, whether designated as director, trustee, manager, governor, or by any other title.
  4. Entire Board- means the total number of Directors entitled to vote which the Corporation would have if there were no vacancies. If the By-Laws provide that the Board shall consist of a fixed number of Directors, then the “Entire Board” shall consist of that number of Directors.  If the By-Laws provide that the Board may consist of a range between a minimum and maximum number of Directors, then the “Entire Board” shall consist of the number of Directors within such range that were elected as of the most recently held election of Directors, as well as any Directors whose terms have not yet expired.
  5. Independent Auditor- means any Certified Public Accountant performing the audit of the financial statements of the Corporation who is not, nor is any member of his/her firm, an Officer, Director, employee, or volunteer of the Corporation or has a Relative who is such an individual.
  6. Independent Director- means a Director who:
    1. is not, and has not been within the last three (3) years, an Employee or Key Person of the Corporation or an Affiliate of the Corporation and does not have a Relative who is, or has been within the last three (3) years, a Key Person (as defined by these By- Laws) of the Corporation or an Affiliate;
    2. has not received, and does not have a Relative who has received, in any of the last three (3) fiscal years, more than ten thousand dollars ($10,000) in direct compensation from the Corporation or an Affiliate (other than reimbursement for expenses reasonably incurred as a Director or reasonable compensation for service as a Director if permitted by statute and regulation);
    3. is not a current Employee of or does not have a substantial financial interest in, and does not have a Relative who is a current Officer of or has a substantial financial interest in, any entity that has provided payments, property, or services to, or received payments, property, or services from, the Corporation or an Affiliate of the Corporation if the amount paid by the Corporation or the entity, or received by the Corporation from the entity for such property or services, in any of the last three (3) fiscal years, exceeded the lesser of:
      • ten thousand dollars ($10,000) or two percent (2%) of such entity's consolidated gross revenues, if the entity’s consolidated gross revenue was less than five hundred thousand dollars ($500,000);
      • twenty-five thousand dollars ($25,000), if the entity’s consolidated gross revenue was five hundred thousand dollars ($500,000) or more but less than ten million dollars ($10,000,000);
      • one hundred thousand dollars ($100,000), if the entity’s consolidated gross revenue was ten million dollars ($10,000,000) or more; or.
      • is not and does not have a Relative who is a current owner, whether wholly or partially, Director, Officer, or Employee of the Corporation's outside auditor or who has worked on the Corporation's audit at any time during the past three (3) years.
    • For purposes of this definition, the term “compensation” does not include reimbursement for expenses reasonably incurred as a Director or reasonable compensation for service as a Director;
    • For purposes of this definition, the term "payment” does not include charitable contributions, dues, or fees paid to the Corporation for services which the Corporation performs as part of its nonprofit purposes, or payments made by the Corporation at fixed or non-negotiable rates or amounts for services received, provided that such services by and to the Corporation are available to individual members of the public on the same terms, and such services received by the Corporation are not available from another source.
  1. Key Person- means any person, other than a Director or Officer, whether or not an employee of the Corporation, who:
    1. has responsibilities, or exercises powers or influence over the Corporation, as a whole in a manner similar to the responsibilities, powers, or influence of Directors and Officers;
    2. manages the Corporation, or a segment of the Corporation that represents a substantial portion of the activities, assets, income, or expenses of the Corporation; or
    3. alone, or with others, controls or determines a substantial portion of the Corporation’s capital expenditures or operating budget.
  1. Member- means any person group, such as a Family, or Corporation that has been afforded rights, entitlements, or obligations with respect to the governance and operations of the Corporation, as identified in the By-Laws and/or the Certificate of Incorporation, as may be amended.
  2. Non-Charitable Corporation- Any Not-for-Profit Corporation formed, or deemed to be formed, for other than the purposes of a Charitable Corporation, including, but not limited to one formed for any one, or more of the following non-pecuniary purposes: civic, patriotic, political, social, fraternal, athletic, agricultural, horticultural, or animal husbandry, or for the purpose of operating a professional, commercial, industrial, trade, or service association, including those formerly considered by the Not-for-Profit Corporation Law to be Type “A” Corporations, as well as former Type “D” with Non-Charitable purposes.
  3. Officer- means any director, trustee, manager, governor, or by any other title, any individual holding an office of the Corporation identified in the Certificate of Incorporation and/or By-Laws.
  4. Relative- of an individual means his or her spouse, domestic partner, ancestors, brothers and sisters (whether natural or adopted), children (whether natural or adopted), grandchildren, great-grandchildren, and spouses or domestic partners of brothers, sisters, children, grandchildren and/or great-grandchildren.

APPENDIX B—Board of Directors Conflicts of Interest Policy & Related Party Transactions Policy

1. Policy Requirements.

Any real or potential “Conflict of Interest” and/or “Related Party Transaction” (each as defined herein) and any other interested matter must be addressed in accordance with the terms of this Board of Directors Conflicts of Interest and Related Party Transactions Policy.  Any Conflict of Interest and/or Related Party Transaction, or any other interested matter, authorized in a manner that is materially inconsistent with the terms of this policy may be subsequently rendered void or voidable by a vote of a majority of the Board of Directors, excluding any Directors with an interest in the subject transaction or matter. 

2. Definitions.

a. Conflict of Interest. Unless otherwise specifically excluded herein, a “Conflict of Interest” means any transaction, agreement, or any other arrangement, including, but not limited to a “Related Party Transaction,” as defined herein, between this Corporation and another individual or entity that confers a direct, substantial benefit to any Related Party, as defined herein.  The following circumstances shall not be considered a Conflict of Interest for purposes of interpretation of this definition or consideration of a Conflict of Interest by the Board of Directors: 

    1. the current, or prior, service of an Officer, Director, or Key Person of this Corporation, or a Relative thereof, all as defined herein, as an officer, director, trustee, key employee, or partner, or the equivalent thereof, of any corporate entity that is: considered to be an Affiliate, as defined herein; otherwise controlled by, or controls, this Corporation; and/or an Affiliate of any corporate entity controlled by, or that controls, this Corporation; or
    2. the current, or prior, receipt by an Officer, Director, or Key Person of this Corporation, or a Relative thereof, of goods or services offered by this Corporation that are generally made available to other similarly-situated individuals, provided that the recipient does not, or has not, received any form of preferential treatment via his/her relationship with this Corporation.

The assessment of, and any determination concerning any Conflict of Interest must be considered in strict compliance with the adopted policies and procedures of the Corporation. 

b. Related Party Transaction. Unless otherwise specifically excluded herein, a “Related Party Transaction” means any transaction, agreement, or any other arrangement in which a Related Party has a financial interest and in which the Corporation is a participant.  The following circumstances shall not be considered a Related Party Transaction for purposes of interpretation of this definition or consideration of a Related Party Transaction by the Board of Directors: 

    1. the transaction, or the Related Party’s financial interest in the transaction is de minimus;
    2. the transaction would not customarily be reviewed by the Board, or Boards of similar organizations, in the ordinary course of business and is available to others on the same or similar terms; or
    3. the transaction constitutes a benefit provided to a Related Party solely as a member of a class of the beneficiaries that the Corporation intends to benefit as part of the accomplishment of its mission, which benefit is available to all similarly situated members of the same class on the same terms.

The assessment of, and any determination concerning, any Related Party Transaction, must be considered in strict compliance with the adopted policies and procedures of the Corporation. 

c. Related Party. A “Related Party" means any:

    1. Officer, as defined by Appendix A;
    2. Director, as defined by Appendix A;
    3. Key Person, as defined by Appendix A;
    4. founder of the Corporation;
    5. individual who has made substantial monetary contributions to the Corporation;
    6. Relative, as defined by statute, of an Officer, Director, or Key Person;
    7. entity where an Officer, Director, Key Person, founder, substantial contributor, or a Relative thereof, directly or indirectly, holds a thirty-five percent (35%), or greater, ownership or beneficial interest; or,
    8. Partnership or professional corporation where an Officer, Director, Key Person, founder, substantial contributor, or a Relative thereof, directly or indirectly, has an ownership interest in excess of five percent (5%).
  1. General Disclosure.

Prior to initial election, and annually thereafter, each Director shall be required to complete, sign and submit to the Secretary, or an authorized designee, as appropriate, a written statement identifying, to the best of the Director's knowledge, any entity of which such Director is an officer, director, trustee, owner (either as a sole proprietor, partner, or member), or employee and with which the Corporation has a relationship, and any transaction in which the Corporation is a participant and in which the Director might have a real or potential interest. The Secretary shall provide a copy of all completed disclosure statements to the Executive Committee, or another authorized committee thereof, as appropriate.  A copy of each disclosure statement shall be available to any Director on request.

  1. Specific Disclosure.

If at any time during his or her term of service, a Director, Officer or Key Person (each as defined by Appendix “A”) acquires an interest, or circumstances otherwise arise, which could give rise to a real or potential Conflict of Interest and Related Party Transaction, or any other interested matter, he or she shall promptly disclose, in good-faith, to the Executive Committee, the material facts concerning such interest. 

  1. Process of Review.

The Executive Committee shall thoroughly review any real, or potential, Conflict of Interest or Related Party Transaction, or any other interested matter prior to issuing any approval.

  1. Standard of Review.

For purposes of this policy, the Executive Committee, amongst the considerations it makes relative to assessment of any real or potential Conflict of Interest and/or Related Party Transaction, shall consider the determination as to whether any financial interest amounts to a Conflict of Interest and/or a Related Party Transaction, each as defined herein.  Should any such financial interest be considered a Conflict of Interest and/or a Related Party Transaction, the terms of this “Conflict of Interest and/or Related Party Transaction Policy” shall apply with regard to proper consideration of the matter.  Should the financial interest not amount to a Conflict of Interest and/or Related Party Transaction, as defined herein, the transaction shall be considered an ordinary business matter unworthy of additional non-customary review and/or documentation.

  1. Authorization of Conflicts of Interest & Related Party Transactions.

The Corporation shall not enter into any matter considered to be a Conflict of Interest and/or a Related Party Transaction, or any other interested matter, unless such a financial transaction, or other matter, is determined by the Executive Committee to be fair, reasonable, and in the Corporation's best interest at the time of such determination. 

  1. Authorization of Transactions Concerning Substantial Financial Interest.

With respect to any Conflict of Interest and/or Related Party Transaction, or other interested matter, in which a Related Party, or otherwise conflicted individual, has a substantial financial interest, the Executive Committee shall:

    1. prior to entering into any such transaction, or matter, to the extent practicable, consider alternative transactions and/or a review of information compiled from, at least, two (2) independent appraisals of other comparable transactions;
    2. approve the transaction by not less than a two-thirds (2/3s) majority vote of the Directors present at the meeting; and,
    3. contemporaneously document the basis for approval by the Executive Committee, which shall include the preparation of a written report, to be attached to the minutes of any meeting where the transaction or matter was deliberated or authorized, identifying the details of the transaction or matter; alternate transactions considered; materials or other information reviewed, Directors, or committee members, present at times of deliberations; names of those who voted in favor, opposed, abstained or were absent; and, the specific action authorized.
  1. Restrictions.

With respect to any Conflict of Interest and/or Related Party Transaction, or any other conflicted matter, considered by the Executive Committee, no Related Party, or otherwise conflicted individual, shall:

    1. be present at, or participate in, any deliberations;
    2. attempt to influence deliberations; and/or,
    3. cast a vote on the matter.

Nothing herein shall prohibit the Executive Committee from requesting that a Related Party, or otherwise conflicted individual, present information concerning a Conflict of Interest and/or Related Party Transaction, or any other interested matter, at an Executive Committee meeting prior to the commencement of deliberations or related voting.

  1. Audit-Related Disclosure.

It shall be the duty of the Secretary to see to it that all newly-received and annually-submitted Director Disclosure Statements and any case-specific Conflict of Interest and/or Related Party Transaction reports, together with the minutes of any related meetings, are promptly provided to the Secretary in an effort to assure that they are properly considered for auditing purposes.

 

APPENDIX C—Code of Ethical Conduct & Annual Potential Conflicts Disclosure Statement

—Code of Ethical Conduct—

This Corporation is committed to maintaining the highest standard of conduct in carrying out our fiduciary obligations in pursuit of our tax-exempt mission and purposes.  As such, each and every Director, Officer, and Key Person (to the extent applicable) shall adhere to the following code of conduct:

By-Laws & Policies

  • Be aware of and fully abide by the By-Laws, policies, and procedures of the Corporation;
  • Assure corporate compliance with respect to all statutes, regulations, and contractual requirements;
  • Respect and fully support the duly-made decisions of the Board of Directors in accordance with all applicable fiduciary duties, including those related to care, loyalty, and obedience;
  • Understand that the Executive Director, as the Corporation’s chief administrative officer, has the sole responsibility for the day-to-day management of the Corporation—specifically, including the supervision of personnel—and for implementation of Board policies and directives.

Informed Participation

  • Attend most, if not all, meetings of the Board of Directors and assigned committees;
  • Remain informed of all matters that come before the Board and/or assigned committees;
  • Respect and follow the “chain of command” of the Board and administration;
  • Constructively and appropriately bring to the attention of the Board, Officers, committee chairs, and/or appropriate staff any questions, personal views, opinions, and comments of significance on relevant matters of governance, policymaking, and corporate constituencies;
  • Oppose, on the record, actions of the Board with which one disagrees or is in serious doubt;
  • Appropriately challenge, within the structure and By-Laws of the Corporation, those binding decisions that violate the legal, fiduciary, or contractual obligations of the Corporation.

Conflict of Interest, Representation & Confidentiality

  • Represent the best interests of the Corporation at all times and declare any and all duality of interests or conflicts of interests, material or otherwise, that may impede or be perceived as impeding the capacity to deliberate or act in the good faith, on behalf of the best interests of the Corporation;
  • Not seek or accept, on behalf of self or any other person, any financial advantage or gain that may be offered because, or as a result, of the Director’s affiliation with the Corporation;
  • Publicly support and represent the duly made decisions of the Board;
  • Not use or otherwise relate one’s affiliation with the Board to independently promote or endorse political candidates or parties for the purpose of election;
  • Maintain full confidentiality and proper use of information obtained as a result of Board service in accordance with Board policy or direction.

Interpersonal

  • Maintain open communication and an effective partnership with the Corporation’s Officers and various committees, if any;
  • Remain “solution focused,” offering criticism only in a constructive manner;
  • Not filibuster or engage in activities during meetings that are intended to impede or delay the progress and work of the Board because of differences in opinion or other personal reasons.

 

Member Initials:   Date Signed: April 24, 2024

 

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Signed by CBR Admin
Signed On: January 12, 2024


Signature Certificate
Document name: Member Volunteer Packet eSig v2023
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Timestamp Audit
October 10, 2020 3:23 pm EDTMember Volunteer Packet eSig v2023 Uploaded by CBR Admin - [email protected] IP 72.78.206.141
November 1, 2020 8:25 pm EDTeSignature Group - [email protected] added by CBR Admin - [email protected] as a CC'd Recipient Ip: 174.198.27.229
November 1, 2020 8:25 pm EDTKarl Ginther - [email protected] added by CBR Admin - [email protected] as a CC'd Recipient Ip: 174.198.27.229
November 1, 2020 8:53 pm EDTeSignature Group - [email protected] added by CBR Admin - [email protected] as a CC'd Recipient Ip: 174.198.27.229
November 1, 2020 8:53 pm EDTKarl Ginther - [email protected] added by CBR Admin - [email protected] as a CC'd Recipient Ip: 174.198.27.229
November 1, 2020 9:07 pm EDTeSignature Group - [email protected] added by CBR Admin - [email protected] as a CC'd Recipient Ip: 174.198.27.229
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November 1, 2020 9:17 pm EDTKarl Ginther - [email protected] added by CBR Admin - [email protected] as a CC'd Recipient Ip: 174.198.27.229
November 14, 2020 12:05 pm EDTeSignature Group - [email protected] added by CBR Admin - [email protected] as a CC'd Recipient Ip: 173.59.126.119
November 14, 2020 12:05 pm EDTKarl Ginther - [email protected] added by CBR Admin - [email protected] as a CC'd Recipient Ip: 173.59.126.119
November 14, 2020 12:09 pm EDTeSignature Group - [email protected] added by CBR Admin - [email protected] as a CC'd Recipient Ip: 173.59.126.119
November 14, 2020 12:09 pm EDTKarl Ginther - [email protected] added by CBR Admin - [email protected] as a CC'd Recipient Ip: 173.59.126.119
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