Lower Moyamensing Civic Association
ARTICLE 1 CORPORATE NAME, PURPOSE AND POWERS
Section 1.1 NAME
The name of the Corporation shall be the Lower Moyamensing Civic Association, referred to in these By-laws as “LOMO” or “the Corporation”.
Section 1.2 PRIMARY PURPOSE
The Primary Purpose of LOMO is to carry out charitable activities on a not-for-profit basis including any activity designed to improve the quality of life of the people in or around LOMO’s Focus Area. LOMO’s Focus Area is encompassed by 7th Street, Broad Street, Snyder Avenue, and Oregon Avenue, in Philadelphia, Pennsylvania.
Section 1.3 GENERAL PURPOSES AND POWERS
LOMO shall have the purposes and powers stated in its Articles of Incorporation and such other powers as are now or may be granted a nonprofit corporation organized under the laws of the Commonwealth of Pennsylvania, and registered as a 501(c)(3) organization under the Internal Revenue Code.
ARTICLE 2 OFFICES AND FISCAL YEAR
Section 2.1 FISCAL YEAR
The fiscal year of LOMO shall be from January 1 through December 31.
ARTICLE 3 MEMBERS
Section 3.1. MEMBERS
A. Membership in the Corporation shall be open to individuals (and not corporations, partnership, associations or other entities) ages 18 and over residing in the Area of Membership or individuals owning property in the Area of Membership, whose membership dues are current as described in Section 3.2. Membership is granted after completion and receipt by the Board of a membership application.
B. Associate Members of the Corporation shall be individuals not otherwise qualified to be Members of the Corporation and any corporation, partnership, association or other organization or business, each of whose membership dues are not overdue as described in Section 5.2.
C. The status of any Member or any Association Member is subject to current payment of dues as described in Section 5.2. Effective one month after the date when membership dues are payable, Members and Association Members whose dues have not been paid shall cease to be Members and Association Members, subject to reinstatement at any time by payment of dues due at the time of reinstatement.
Section 3.2. DUES
The Board may, by resolution, determine (a) the amount of any fees or dues, if any, payable by Members and Associate Members, and (b) the time and method of their payment.
Section 3.3. VOTING RIGHTS
Each Member entitled to vote shall have one (1) vote in person to elect LoMo’s Board of Directors and on each matter submitted to a vote of the Members per resolution of the Board. Associate members shall not be entitled to vote. Members shall not vote by proxies.
Section 3.4. EXPULSION FROM MEMBERSHIP
Any Member may be expelled from membership, with due cause as deemed by a vote of Directors, upon an affirmative vote of two-thirds (2/3) of the total number of Directors then in office at a duly convened meeting, provided that written notice of the intention to expel and reasons have been provided to the Member and in the notice of the meeting. No Member shall be expelled without having the opportunity to be heard at such meeting.
Section 3.5. MEMBERSHIP NON-TRANSFERABLE
Membership in the Corporation is not transferable.
ARTICLE 4 PUBLIC MEETINGS
Section 4.1 PLACE OF MEETINGS
Meetings of the Members and Associate Members shall be held at such a place as may be fixed by the board.
Section 4.2 ANNUAL MEETING
Unless the Board by resolution for another time, the annual meeting of the Members, for the election of Directors and the transaction of any other business which may be brought before the meeting, shall be held in the month of March of each year. The failure to hold an annual meeting of the Members shall not result in a forfeiture or dissolution of the Corporation nor affect the validity of any corporate action taken by the Members or the Board of Directors.
Section 4.3 REGULAR MEETINGS
A. Regular meetings of the Members shall be held at such place and time as shall be designated by the President, or the Board.
B. Notice stating the place, day, and hour of all upcoming regular meetings of the Members shall be given to each Member of record and Associate Member of Record at least (7) days prior to the date of the meeting, unless a greater period of notice is required by the Act in a particular case.
Section 4.4 DETERMINATION OF MEMBERS
The Board shall have the authority to determine the eligibility of Members entitled to notice of or to vote at any meeting of the Members, or for any other proper purpose.
Section 4.5 SPECIAL MEETINGS
Special meetings of the Members may be called by the Chair, the Board of Directors, or at least ten percent (10%) of Members in good standing. Upon written request of any person or persons entitled to call a special meeting, the Secretary shall within thirty (30) days:
a) fix the date and time of the meeting, which shall be held not more that sixty (60) days after receipt of the request, and (b) give notice to the Members. If the Secretary refuses or neglects to fix the meeting date or give notice within thirty (30) days after receipt of the written request for the special meeting, the person or persons calling the meeting may do so.
Section 4.6 QUORUM
The presence in person of the Members entitled to cast at least fifteen percent (15%) of the votes which all Members are entitled to cast on the matters to be acted upon at the meeting shall constitute a quorum for the conduct of business at such meeting. If a quorum is not present at any meeting of the Members, a majority of the Members present may adjourn the meeting. In the case of any meeting called for the election of Directors, those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing Directors. Notice of any adjourned meetings shall be given to each Member at least seven (7) days prior to the day named for the adjourned meeting. A Member shall only be entitled to vote at an adjourned meeting if such Member would have been entitled to vote at the originally scheduled meeting.
Section 4.7 ORGANIZATION
Every meeting of the Members shall be presided over by the President, or in his or her absence, the meeting shall be presided over by the Vice President, or in the absence of the President and the Vice President, a chair chosen by the President. The Secretary, or in his or her absence, a person appointed by the President, shall act as Secretary.
Section 4.8 RULES OF PROCEDURE
“Roberts Rules of Order,” as revised from time to time, shall be the Corporation’s authority on all questions of procedure.
Article 5 DIRECTORS
Section 5.1 POWERS
All powers of the Corporation are hereby granted to and vested in the Board of Directors.
Section 5.2 COMPOSITION
The Board of Directors shall be composed of no less than 5 and no more than 15 Directors who shall be natural persons at least 18 years old who are current Members in good standing. Directors who are not Officers will be “At-large Directors.”
Section 5.3 TERM OF OFFICE
Each Director shall be elected for a term of two years and shall hold office until (a) the later of the expiration of the term for which he or she was elected or until his or her successor has been elected and qualified, or (b) his or her earlier death, resignation, or removal. Directors appointed to the Board mid-term to fill an empty position shall not have their pre-election service count towards their Term of Office.
Section 5.4 NOMINATION PROCESS
Members in good standing may nominate any eligible person for the Board by filing an application with the Secretary up to ninety (90) days prior to the date of the annual meeting.
Section 5.5 ELECTION
Election of Directors will be held every year at the annual public meeting for available positions. Members in good standing shall cast their votes by voice or written ballot, as determined by the President.
Section 5.6 ORGANIZATION
At every meeting of the Board of Directors the President shall preside, or in his or her absence, the meeting shall be presided over by the Vice President, or in the absence of the President and the Vice President, a chair chosen by the President. The Secretary, or in his or her absence, a person appointed by the President, shall act as Secretary.
Section 5.7 RESIGNATION
Any Director may resign at any time by giving written notice to the President or Secretary of the Corporation. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5.8 REMOVAL OF DIRECTORS
A. Any Director may be removed from office, without assigning any cause, by a majority vote of the Board, even if less than a quorum, at any meeting of the Board. If any Director or Officer is removed, the resulting vacancy may be filled by the Board at the same meeting.
B. The unexcused absence from more than three (3) consecutive meetings shall be sufficient cause for termination from the Board.
Section 5.9 VACANCIES
Vacancies in the Board including vacancies resulting from:
(a) an increase in the number of Directors or (b) the death, resignation, or removal of a Director shall be filled by the remaining Directors though less than a quorum. Each person so elected shall be a Director to serve for the balance of the unexpired term.
Section 5.10 VOTING RIGHTS
Each Director shall be entitled to one vote.
Section 5.11 NOTICE OF MEETINGS
A. Each Director will be notified of the meeting by a member of the Executive Committee at least two weeks prior to the day named for the meeting. The notice shall state the time and place for the meeting. Attendance of a Director at any meeting of the Board of Directors will constitute a waiver of notice of such a meeting except where such Director attends a meeting for the express purpose of objecting, at the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
B. The President may waive the two week notice requirement, and forty-eight (48) hour personal notice shall suffice if the President determines that there is some matter requiring the immediate attention of this Board of Directors, and that a delay would work to the detriment of the Corporation.
Section 5.12 QUORUM AND VOTING
A. A majority of the Directors in office, or at least 5, whichever is greater, must be present at a meeting in order to constitute a quorum which shall be necessary for the purpose of conducting business.
B. All votes, except as otherwise required pursuant to these By-Laws, shall require a majority of those present to pass a motion.
C. Each Director shall be entitled to one (1) vote.
Section 5.13 ANNUAL REPORT OF DIRECTORS
The Executive Committee shall annually present at a meeting of the Corporation’s Members, a report verified by the President and Treasurer, or by a majority of the board, showing in appropriate detail the following in writing:
a) The assets and liabilities of the Corporation as of that time, or the end of the most recent fiscal year.
b) The revenue and liabilities of the Corporation, both unrestricted and restricted to particular purposes, as of that time, or the end of the most recent fiscal year.
c) The expenses or disbursements of the Corporation, for both general and restricted purposes, as of that time, or the end of the most recent fiscal year.
d) A copy of the organization’s most recently filed IRS form 990, as of that time, or the end of the most recent fiscal year.
e) The number of Members of the Corporation as of that time, or the end of the most recent fiscal year.
Section 5.14 COMPENSATION
A. Directors shall receive no pay, fees, or compensation for their service on the Board. Directors may be reimbursed for reasonable expenses incurred in the course of fulfilling their Board obligations, including costs of travel, at either the actual costs or the current IRS reimbursement rate, if the Corporation has the funds available.
B. No member of the Board of Directors may be paid staff of the Corporation. In the event a Director is hired as staff of the Corporation, the Director shall immediately provide the Board of Directors with notice of his or her Board resignation.
ARTICLE 6 COMMITTEES
Section 6.1 EXECUTIVE COMMITTEE
The Executive Committee is that group of persons vested with the authority to transact routine and ordinary business between meetings of the full Board. The Executive Committee must report to the Board all actions it has taken in the interim, between Board meetings. If the Board opposes a particular decision of the Executive Committee, it may vote, where possible, to reverse the decision. Members of the Executive Committee must have their primary residence within LoMo’s boundaries.
a) Composition. The Executive Committee shall consist of the following Board Officers:
b) Duties of the Committee.
i) Conduct routine and ordinary business
ii) Prepare agenda for all meetings of the Board.
iii) Review committee reports
i) All actions of the Executive Committee must be approved by a majority of those members present.
ii) A quorum must be present throughout any of the Executive Committee meetings for any action to take place. A quorum is a simple majority.
Section 6.2 COMMITTEES
The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees, each of which shall be overseen by the Board of Directors. Such committees shall have and exercise only the power and authority specifically prescribed and granted by the Board of Directors in the resolutions establishing them. No committee, including the Executive Committee, shall have the power and authority to:
a) Fill vacancies in the Board of Directors;
b) Adopt, amend or repeal these By-Laws;
c) Amend or repeal any resolution of the Board of Directors.
ARTICLE 7 OFFICERS
Section 7.1 NUMBER AND DESIGNATION
The Officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer and Executive-at-large.
Section 7.2 TERMS AND QUALIFICATIONS
Each Officer must be a Director. The terms of each office shall be as established in section 4.4. No Officer shall serve more than two consecutive terms in any one office, without unanimous consent of the Board, and that unanimous consent must be renewed at the end of that Officer’s term in order to serve another consecutive term.
Section 7.3 PRESIDENT
The President shall have general supervision over the activities and operations of the Corporation, subject, however, to the control of the Board of Directors. The President shall sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contract, or other instruments authorized by the Board of Directors except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-Laws, to some other Officer, agent, or employee of the Corporation, and, in general, shall perform all duties incident to the office of the President, and such other duties as from time to time may be assigned by the Board of Directors.
Section 7.4 THE VICE-PRESIDENT
The Vice-President shall perform the duties of the President in his/her absence or incapacity and such other duties as may from time to time be assigned by the Boards of Directors or by the President.
Section 7.5 THE SECRETARY
The Secretary shall attend all meetings of the Board of Directors and shall record all the votes of the Directors; and records and reports properly kept and filed by the Corporation as required by law; and, in general, 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 of Directors or the President.
Section 7.6 THE TREASURER
The Treasurer shall have or provide for the custody of the funds or other property of the Corporation and shall keep a separate account of the same to the credit of the Corporation; shall collect and receive or provide for the collection and receipt of money due to or received by the Corporation; shall deposit all funds in his/her custody as Treasurer in such bank or other places of deposit as the Board of Directors may from time to time designate; shall, whenever so required by the Board, render an account showing his/her transactions as Treasurer, and the financial condition of the Corporation; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Directors or the President.
Section 7.7 THE EXECUTIVE-AT-LARGE
The Executive-at-large will serve as a liaison between the Executive Committee and the rest of the Board of Directors, when necessary, and such other duties as may from time to time be assigned by the Board of Directors or the President.
ARTICLE 8 CONDUCT OF BUSINESS
Section 8.1 CONTRACTS
The Board of Directors may authorize any Officer or Officers, agent or agents of the Corporation, in addition to the Officers as authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 8.2 WITHDRAWALS
All checks or demands for money and notes of the Corporation must be signed by the Treasurer or President, and all checks for more than $500 must be signed by the Treasurer and one other member of the Executive Committee.
Section 8.3 DEPOSITS
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only upon checks signed in accordance with the requirements of this article.
Section 8.4 DONATIONS
LOMO will accept donations, but will not accept gifts or donations that come with the expectation that we will perform favors or services that benefit the donor. LOMO will accept grants or donations that pay for specific services, but only if these specific services constitute legitimate charitable activities consistent with LOMO’s mission.
ARTICLE 9 MISCELLANEOUS
Section 9.1 AMENDMENT OF BY-LAWS
These By-Laws may be amended or repealed, or new By-Laws may be adopted by a majority vote of three-fourths of the Board of Directors of the Corporation in office at any regular or special meeting of Directors. Such proposed amendment, repeal, or new By-laws, or summary thereof, shall be set forth in any notice of such meeting, whether annual, regular or special, and shall state the reason for such proposed change.
Section 9.3 BOOKS AND RECORDS
The Corporation will keep at its registered office or principal place of business or available online:
a) Correct and complete books and records of financial accounts (updated semiannually);
b) Minutes of the proceedings of its Board of Directors, and committees; and
c) The original or a copy of its Articles of Incorporation and By-Laws, including amendments to date certified by the Secretary of the Corporation. All books and records of this Corporation may be inspected by anyone, for any proper purpose at any reasonable time on written demand to the Secretary stating such purpose. Notice that such request has been made will be forwarded to the Board.
ARTICLE 10 PUBLIC MEETINGS
Section 10.1 PUBLIC MEETINGS
The Corporation will hold at least 4 Public Meetings throughout the year. Public Meetings will be meetings of the corporation open and advertised to the general public, in a place and at a time reasonably likely to be convenient for many of the residents or those who own businesses in the Focus Area. The place and time of Public Meetings will be advertised through means reasonably designed to notify the residents and business owners in the Focus Area of the meeting. At least one meeting must be held in March for nominations for the Board (see Section 4.3).
ARTICLE 11 DISSOLUTION
Section 11.1 DISSOLUTION
Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization or organizations organized and operated on a not-for-profit basis as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a Court of competent jurisdiction of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE 12 LIMITATION OF PERSONAL LIABILITY OF DIRECTORS; INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER AUTHORIZED REPRESENTATIVES
Section 12.1 LIMITATION OF PERSONAL LIABILITY OF DIRECTORS
A Director of the Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:
a) the Director has breached or failed to perform the duties of his or her office as defined in Section 11.2 below: and
b) the breach or failure to perform constitutes self dealing, willful misconduct or recklessness.
The provisions of this Section shall not apply to:
a) the responsibility or liability of a Director pursuant to any criminal statute; or
b) the liability of a Director for the payment of taxes pursuant to local, state or federal law.
Section 12.2 STANDARD OF CARE AND JUSTIFIABLE RELIANCE
a) A Director of the Corporation shall stand in a fiduciary relationship to the Corporation, and shall perform his or her duties as a Director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
1) One or more Officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;
2) Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person;
3) A committee of the Board upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. A Director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.
b) In discharging the duties of their respective positions, the Board, committees of the Board and individual Directors may, in considering the best interests of the Corporation, consider the effects of any action upon employees, upon persons with whom the Corporation has business and other relations, and upon communities in which the offices or other establishments of or related to the Corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of subsection 9 of this Section.
c) Absent breach of fiduciary duty, lack of good faith or self dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interests of the Corporation.
Section 12.3 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS
The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a Director or Officer of the Corporation, or, while serving as a Director or Officer of the Corporation, also is or was serving at the request of the Corporation as a Director, Officer, employee, agent or other representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.
Section 12.4 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN DERIVATIVE ACTIONS
The Corporation shall indemnify any person who was or is a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Director or Officer of the Corporation, or, while serving as a Director or Officer of the Corporation, also is or was serving at the request of the Corporation as a Director, Officer, employee, agent or other representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such threatened, pending or completed action or suit by or in the right of the Corporation.
Section 12.5 PROCEDURE FOR EFFECTING INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification under Sections 11.3 and 11.4 shall be automatic and shall not require any determination that indemnification is proper, except that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
Section 12.6 DISCRETIONARY INDEMNIFICATION OF OTHERS
The Corporation may, at the discretion of, and to the extent and for such persons as determined by, the Board of Directors of the Corporation, (i) indemnify any person not entitled to indemnification under Sections 11.3 and 11.4 who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and including actions or suits by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that the person is or was an employee, agent or other representative of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee, agent or other representative of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such threatened, pending or completed action, suit or proceeding, and (ii) pay such expenses in advance of the final dispositions as provided in Section 11.7 hereof.
Section 12.7 ADVANCING EXPENSES
Expenses incurred in connection with a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in a specific case upon receipt of an undertaking by or on behalf of the indemnified individual to repay such amount unless it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation.
Section 12.8 INDEMNIFICATION OF FORMER DIRECTORS, OFFICERS AND OTHER REPRESENTATIVES
Each indemnity provided in this Article shall continue as to a person who has ceased to be a Director, Officer, employee, agent or other representative of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.
Section 12.9 INSURANCE
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, agent or other representative of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee, agent or other representative of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any capacity or arising out of such person’s status as such, whether or not the Corporation would otherwise have the power to indemnify such person against such liability.
Section 12.10 RELIANCE ON PROVISIONS
Each person who shall act as an authorized representative of the Corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.
ARTICLE 13 POLITICAL ACTIVITY FORBIDDEN AND CONFLICTS OF INTEREST POLICY
Section 13.1 POLITICAL ACTIVITY FORBIDDEN
Board Members agree that LOMO is not a political organization and agree that the organization will not explicitly or implicitly endorse or oppose a candidate for elected office in any way. Members of the Board are forbidden from campaigning for or against a candidate for elected office in their capacity as a Member of the Board of LOMO. Board Members agree that LOMO never will engage in any sort of political reciprocity with officeholders, candidates, potential candidates, or their agents or representatives.
Section 13.2 CONFLICTS OF INTEREST POLICY
The Corporation is committed to conducting its affairs in compliance with the highest ethical standards. This Conflict of Interest Policy for the Corporation’s Board of Directors, Officers and key employees is an important part of the Corporation’s efforts to maintain those standards.
1. Fiduciary Duty. Members of the Board of Directors, Officers and other key employees of the Corporation occupy positions of fiduciary trust and are obligated to discharge their duties in good faith and with undivided loyalty to the Corporation. They must act in the course of their duties solely in the Corporation’s best interests without regard to the interests of any other organization or person with which they are related or associated, must refrain from taking part in any transaction or exploiting any opportunity if they cannot act with undivided loyalty to the Corporation, and must refrain from using information regarding the Corporation’s activities not generally known outside the Corporation for their benefit. Directors are also subject to this policy while serving on a committee of the Board or while acting in any other capacity on behalf of the Corporation.
2. Conflicts of Interest. Conflicts of interest (“Conflicts”) are those circumstances in which the personal or business interests of a Director, Officer or other key employee, or of an immediate family member, may actually or potentially conflict with the interests of the Corporation, or may be perceived as actually or potentially conflicting with the interests of the Corporation. Examples of Conflicts include
(i) engaging in, or seeking to engage in, any transaction with the Corporation that involves the purchase, sale, or leasing of property, the granting or lending of money, or the provision of services,
(ii) holding any ownership or management interest in any organization that provides property, goods or services to the Corporation, is a grantee of the Corporation, or otherwise does, or seeks to do, business with the Corporation,
(iii) using information relating to the Corporation’s operations for personal or business advantage,
(iv) disclosing confidential information of the Corporation without authorization,
(v) accepting a gift, entertainment or other favor of more than nominal value from any person or organization that has received or seeks to receive a
grant from the Corporation, does or seeks to furnish property, goods or services to the
Corporation, or otherwise transacts or seeks to transact business with the Corporation,
except entertainment received in the ordinary course of performing services for the
(vi) exploiting any opportunity within the scope of the Corporation’s
activities without first offering it to the Corporation, and
(vii) having any interest in any organization with a mission in direct conflict with the Corporation’s mission.
3. Disclosure of Conflicts. Directors, Officers and other key employees of the Corporation shall disclose the material facts regarding any actual or potential Conflict (1) on annual certifications submitted to the Board of Directors before each April Public Meeting and (2) on interim certifications submitted to the Board of Directors for actual or potential Conflicts that arise between annual certifications. The form of these certifications is provided in Appendix A of these Bylaws
4. Board Action. After full disclosure, the Board of Directors may determine that no actual Conflict exists and that no further action is required based on any reasonable grounds, including the nominal nature of any interest involved. If an actual Conflict exists, neither the Corporation nor the Director, Officer or key employee shall enter into or continue the transaction or arrangement presenting the Conflict unless it is approved by the Board. In approving a Conflict, the Board shall consider whether a more favorable alternative transaction or arrangement is available with a party that does not present a Conflict.
5. Abstention. Any Director, Officer or other key employee seeking the approval of a Conflict or a determination that no actual Conflict exists shall abstain from the consideration of, and voting on, the transaction, arrangement or opportunity presented to the Board, except to disclose the transaction, arrangement or opportunity and answer questions about it. Any Director so abstaining may be counted in determining the presence of a quorum.
6. Minutes of Board Action. The minutes of the meeting of the Board where an actual or potential Conflict was disclosed and approved shall contain a full description of the parties involved, their relationships, the nature of the Conflict, and the Board action.
7. Definitions. For purposes of this Section: The term “organization” includes without limitation any agency, entity, company, association, firm or other group, whether governmental or nongovernmental, and whether operated on a for-profit or nonprofit basis. The term “interest” includes without limitation any position as owner, Officer, board member, partner, member, employee, contractor, consultant, or beneficiary, but shall not include the ownership of less than five percent of the outstanding voting securities of a publicly held company. The term “immediate family” means spouse, domestic partner, ancestors, siblings, descendants, and the spouses or domestic partners of ancestors, siblings and descendants.