Bylaws
Bylaws of the NorthFork Center for Servant Leadership Board of Directors
November 24, 2009
The NorthFork Center for Servant Leadership (the “Center”) hereby adopts the following Bylaws, effective as of the date and authorized signature below, for its own government and to promulgate such regulations as may be necessary to carry out its powers and duties.
The Center aims to nurture and integrate servant leadership principles among young and emerging leaders.
Section 1. Composition. The Board of Directors (the “Board”) shall consist of seven members initially designated by the Founder.
Section 2. Term of Membership. Half of such initial directors shall hold office until the second annual meeting of the Corporation after its initial organizational meeting, and the other half of the initial directors shall hold office until the third annual meeting of the Corporation after its initial organizational meeting. Succeeding elected directors shall be elected for three-year terms by the directors then serving, except that appointments to fill vacancies other than by expiration of a term shall be for the unexpired terms.
Section 1. President. The President of the Board shall shall be its principal officer and agent, shall automatically be and serve as chairman of the Board of Directors, shall preside at all meetings and shall negotiate and execute all contracts, bonds, mortgages and all other instruments whatsoever incident to the conduct of business of the Center; the president shall have such other and further authority, power and discretion as shall reasonably be necessary, incident to or convenient for the accomplishment of the purposes of the Center and transaction of all of its business of whatsoever nature except as shall be prohibited under the law of Virginia or absolutely reserved to the Board of Directors in these Bylaws or hereafter limited by act of the Board of Directors. The President shall exercise supervision and direction over the Board’s goals and affairs and discharge all duties generally pertaining to such office as the executive head of an organization of this character, subject to the control of the Board members. The President shall appoint members of the Board to serve on standing committees and appoint special committees with non-Board members as deemed necessary. The Founder shall hold the office of President until the second annual meeting of the Corporation after its initial organizational meeting, at which time the President shall be elected by a majority of the Board membership for a term of two years. The President may succeed himself or herself. The election of the President shall be by a recorded vote.
Section 2. Vice President. The Vice President shall have such powers and perform such duties as may from time to time be conferred or prescribed by the Board. In the absence of the President, the Vice President shall discharge all such executive duties of the office of President. The Vice President shall be elected from the Board membership for a term of two years. The Vice President may succeed himself or herself. The election of the Vice President shall be by a recorded vote.
Section 3. Secretary. The Secretary of the Board shall perform such duties as the Board may prescribe. The Secretary shall attend all meetings of the Board, shall keep a full and accurate account of their proceedings and see that they are preserved, and record all votes and the proceedings of the meetings electronically or in a book to be kept for that purpose and shall perform like duties for any other committees, if required. The secretary shall keep records of the last known addresses of all Board members. The Secretary shall give, or cause to be given, notice of all meetings of the Board, and shall perform such other duties as may from time to time be prescribed by the Board or the President, under whose supervision he or she shall act. The Secretary shall have custody of the seal of the Board, and the Secretary, and/or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, the seal may be attested by his or her signature or by the signature of such Assistant Secretary. The Board may give general authority to any other officer to affix the seal of the Board and to attest the affixing thereof by his or her signature.
Section 4. Treasurer. The Treasurer shall monitor the accounting of receipts and disbursements of the association, and shall direct the preparation of records of the finances of the Association. Upon direction of the board of directors, the treasurer shall be bonded at the expense of the Association. The treasurer shall consult, if necessary, with the auditor to ascertain that any report or return necessary shall have been filed and any tax due shall have been paid to any proper governmental agency.
Section 5. Other Officers. Additional officers, in the discretion of the Board, may be elected from time to time to perform such duties and undertake functions designated by the Board.
Section 6. Removal, Resignation, and Replacement. Any member of the board of directors may be removed from office with or without cause by the affirmative unanimous vote to such effect of all of the then duly elected members of the board of directors. A board member may resign at any time by delivering written notice thereof to the president of the Center. Such resignation shall take effect at the time specified therein, or, if the time is not specified, then upon receipt of such notice, at which time all members of the Board of Directors will be notified of said resignation. The Board of Directors may fill any vacancy resulting from the death, resignation, removal, disqualification, disability or the like, of any officer or director by a majority vote of a quorum of the members of the Board of Directors. The President will solicit nominations from the Board to fill the vacancy and a special meeting will be called by the President for a vote on said nominees. Said meeting shall be held within sixty (60) days of the date of the vacancy of office. Such appointments, if made, shall be for no longer than the unexpired term of the original officer or director.
Section 1. Annual Meeting. The first meeting on or after July 1 shall be designated as the annual meeting of the Board. At the annual meeting, the members of the Board shall elect the President and Vice-President for any expired terms, in even-numbered years. At the annual meeting, Board members shall also consider any other business that may properly come before the Board.
Section 2. Regular Meetings. Prior to and no later than the annual meeting, the Board shall adopt a tentative schedule for regular meetings for the applicable calendar year. Such schedule shall be subject to the change, alteration, or adjustment by the President as he or she deems appropriate, to accommodate the operation of the Board.
Section 3. Special Meetings. A special meeting of Board members may be called by the President in his or her sole discretion, and shall be called by the President (or in the absence of the President, the Vice President or Secretary) upon written request to the Secretary by five or more members of the Board. No business other than that specified in the notice of the meeting shall be transacted at any special meeting of the Board. Such meetings shall be held at the place, real or virtual, within or without the Commonwealth of Virginia, designated by the person or persons calling the meeting.
Section 4. Place of Meetings. Meetings shall be held, synchronously or asynchronously, on the Internet, by email, by telephone conference, by video conference, or by similar communications technology at a virtual address posted at http://www.NorthForkCSL.org, unless otherwise provided by the Board or at such actual place within or without the Commonwealth of Virginia which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held on the Internet, by email, by telephone conference, by video conference, or by similar communications technology shall be valid only if held on the written consent of all directors given either before or after the meeting and filed with the Secretary of the corporation or after all Board members have been given written notice of the meeting as hereinafter provided for special meetings of the Board. Any meeting, regular or special, held on the Internet, by email, by conference telephone, by video conference, or by similar communications equipment shall be valid, as long as all directors participating in such meeting can read, see, and/or hear one another and as long as all directors participating can respond in a timely manner.
Section 5. Adjournment. Any duly called meeting of the Board may be adjourned to a later time and place, determined by the Board members present, whether such members constitute a quorum for transaction of business, provided that such time and place are announced at the meeting. No other notice of the adjourned meeting shall be required.
Section 6. Voting Proxies. At meetings of the Board, all Board members present shall be entitled to exercise voting rights on all matters. Board members not present at a meeting shall not be entitled to vote by proxy.
Section 7. Notices of Meetings. Written notice stating the place, day, and hour of any meeting of the Board members, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each Board member not less than 10 days before the date of the meeting by or at the direction of the President, or the Secretary, or the persons calling the meeting. Notice of meetings to be held using online communication technology shall specify the virtual place and times of the meeting. A notice shall be deemed duly given to a Board member when it is: (1) adopted by the Board as part of its tentative regular meeting schedule and is not subsequently changed or altered in accordance with Article 4, Section 2 above, or (2) delivered in person, or (3) when it is deposited in a corporation email listserve to which the director is subscribed or on its delivery to the director’s email address, or on sending the FAX, or mailed, postage-prepaid, to the address of such Board member as it appears on the records of the Board. Such notices shall be addressed to each director at his or her email, FAX, or postal address as shown on the books of the corporation. Written notice stating the place, day, and hour of any meeting of the members of the Board shall be provided to the public at least three working days prior to the meeting. The notice shall state whether or not public comments will be received at the meeting and, if so, the approximate point during the meeting when public comments will be received. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.
Section 8. Voting and Quorum. Each member of the Board shall be entitled to one vote with respect to each matter voted on by the Board. A majority of the members of the Board shall constitute a quorum for the transaction of business. Except as expressly provided otherwise in these Bylaws, the vote of a majority of the Board members present at any meeting at which a quorum is present shall be the act or resolution of the Board.
Section 9. Conflict of Interest. In any case where a Board member has a personal interest in a particular vote of the Board, such member(s) shall excuse him/herself from the vote of the Board.
Section 10. Waiver. Whenever any notice is required to be given under the provisions of law or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the time stated therein, shall be conclusively deemed to be equivalent to such notice. In addition, any Board member who attends a meeting of the Board without protesting at the commencement of the meeting such lack of notice shall be conclusively deemed to have waived notice of such meeting.
Section 11. Conduct of the Meeting. Meetings of the Board of Directors shall be presided over by the Chairperson of the Board who is also the President of the corporation, or, if no such person has been so designated or, in his or her absence, the Vice-President of the corporation or, in the absence of each of these persons, by an acting Chairperson chosen by a majority of the directors present at the meeting. The Executive Secretary of the corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time to accommodate the communications technology used for the meetings, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law.
The Board may decide to go into executive session at any of its meetings in accordance with the laws of the Commonwealth of Virginia. Prior to such action, the Board must adopt a motion to go into executive session. The Board shall discuss only matters in an executive session as specified by the Virginia Freedom of Information Act or other applicable law. The Board may take no final action on any item in executive session. At the conclusion of any executive session, the Board must reconvene in public session and take a vote of the Board membership to come out of executive session.
All resolutions adopted by the Board shall be signed by the President and shall remain in effect until repealed, amended, or otherwise suspended by subsequent resolution. The Secretary shall maintain an appropriate record of all Board resolutions in effect and make such record available to the Board and the public upon request.
The Board will have a published agenda for all regularly scheduled public meetings. Items may be placed on the agenda by any member of the Board through the President of the Board. Final decision on the placement of items on the agenda will be made by the President of the Board.
Section 1. Consent Agenda. The President or presiding officer may place any item on the consent agenda for the applicable Board meeting. Items may also be placed on the consent agenda by majority vote of the Board. The consent agenda shall be adopted by a majority vote of the Board. Such item may be removed from the consent agenda by any Board member wishing to have it placed on the regular Board meeting agenda.
Section 2. Action on Items. Items that are not placed on the consent agenda but which require the Board’s action must be reviewed by the Board at two separate meetings. Such review shall consist of a first review and a final review. Action may be taken on an item when it is brought to the Board for final review. The Board may waive the requirement for two separate reviews of any agenda item by super majority vote (67%). The materials, including the boiler plate and any appropriate background materials, for each item requiring Board action must be provided to all Board members not less than seven days before the meeting in which first review has been scheduled. The Board may waive this requirement for advance receipt of materials only by unanimous vote of the Board members present.
Section 1. Standing and Special Committees. The Board may create standing committees composed of Board members and non-Board members, as it shall deem appropriate, and impose upon such committee or committees such functions and duties, and grant such rights, powers, and authority as the Board shall prescribe. The President shall appoint all Board members to serve on standing committees. Special committees of the Board may be established and appointed by the President for specific assignments. All special committees shall report their findings and recommendations to the Board. All special committees shall dissolve upon the completion of their stated assignment or by act of the President.
Section 2. Advisory Committees. Advisory committees may be created by the Board for special purposes to include, but not be limited to, federal and state-mandated committees. An advisory committee shall be composed of persons who represent the views and interests of the general public and who are known to be qualified to perform their duties. Each committee shall be instructed as follows:
1. The length of time each Board member is being asked to serve;
2. The service the Board wishes the committee to render, the extent and limitations of its responsibilities;
3. The resources the Board will provide;
4. The approximate dates on which the Board wishes to receive reports; and
5. The responsibilities for the release of information.
The Board possesses legal powers and prerogatives that cannot be delegated or surrendered to others; therefore, all recommendations of an advisory committee must be submitted to the Board for action. The Board shall have sole power to dissolve any of its advisory committees and shall reserve the right to exercise this power at any time.
Within eight (8) months of formally establishing the NorthFork School, the Board shall have a standing Student Advisory Committee consisting of twelve high school (secondary) students at the junior or senior grade level (in public schools, charter schools, private schools, homeschooled, or unschooled), the President, the Secretary and two members of the Board appointed by the President. Student advisory committee members shall be selected by a committee of the Board appointed by the President. Such student membership shall consist of twelve members-at-large. The President shall preside over all meetings of the Student Advisory Committee, which shall meet at least three times a year, with one meeting to coincide with a regularly scheduled Board meeting.
The Public is encouraged to attend all Board meetings, except executive sessions as defined by the Freedom of Information Act, and may record the proceedings in writing or by using a recording device. The Board is not required to allow citizens to speak at every meeting, but will seek to do so as appropriate. Opportunities will be provided, at the discretion of the Board President, for individuals or citizens representing a group or groups to appear on the agenda of a regular meeting or work session of the Board. Requests to appear before the Board or one of its committees shall be made in writing 10 days before a scheduled meeting of the Board and must include the subject to be discussed and the name of the speaker. The 10 days may be waived by the President or committee chairperson if the item is on the agenda. In honoring such requests, the Board will limit such presentations to three minutes for individuals and five minutes for citizens representing a group, unless an extension is granted by the President or committee chairperson.
Section 1. Promulgation and Adoption of Regulations. The Board shall promulgate such regulations as may be necessary to carry out its powers and duties. Regulations recommended for adoption by the Board shall be promulgated in accordance with the laws of the Commonwealth of Virginia, as well as any applicable Executive Order by the Governor.
Section 2. Contracts. The President and Secretary of the Board shall sign all contracts and agreements entered into by the Board unless the Board delegates to a specific person other than these two officers.
Section 3. Official Papers. All official records of the Board shall be open for inspection.
Section 4. Maintenance of Corporate Records. The corporation shall keep available at such place as the Board may determine in the Commonwealth of Virginia:
(a) Minutes of all Board of Directors meetings and committees of the Board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(c) A record of its Board members indicating their names and addresses;
(d) A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the directors, officers, staff, and volunteers of the corporation on demand, and at the corporate web site.
Section 5. Corporate Seal. The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at such place as the Board may determine or in the care of the Secretary. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 6. Directors’ Inspection Rights. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.
Section 7. Inspection Rights. Each and every director, officer, staff member, and volunteer of this corporation shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:
(a) To inspect and copy the record of all director, officer, staff member, and volunteer names, addresses and voting rights, at reasonable times, upon five (5) business days’ prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested.
(b) To obtain from the Secretary of the corporation, upon written demand and payment of a reasonable charge, an alphabetized list of the names, addresses and voting rights of those Board members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested, which purpose shall not be the commercial use of Board members’ data. The Board membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled. The director, officer, staff member, and volunteer receiving the list agrees to maintain the confidentiality of personal addresses.
(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the Board or committees of the Board, upon written demand on the corporation by the director, officer, staff member, and volunteer, for a purpose reasonably related to such person’s interests in NorthFork.
Section 8. Right To Copy And Make Extracts. Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.
Section 9. Annual Report. The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation’s fiscal year to all directors of the corporation and to any director, officer, staff member, and volunteer who requests it in writing, which report shall contain the following information in appropriate detail:
(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;
(c) The revenue or receipts of the corporation , both unrestricted and restricted to particular purposes, for the fiscal year;
(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation. If this corporation receives TWENTY-FIVE THOUSAND DOLLARS ($25,000), or more, in gross revenues or receipts during the fiscal year, this corporation shall automatically send the above annual report to all directors, officers, staff members, and volunteers, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate officer, as specified by the above provisions of this Section relating to the annual report.
Section 10. Annual Statement of Specific Transactions To directors, officers, staff members, and volunteers. This corporation shall mail or deliver to all directors, officers, staff members, and volunteers a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest:
(1) Any director or officer of the corporation, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or
(2) Any holder of more than ten percent (10%) of the voting power of the corporation, its parent or its subsidiary.
Section 11. Compensation and Expenses. Members of the Board may receive a per diem, or portion thereof, in an amount set by the Board while attending regular and special meetings of the Board or while participating in Board-related activities. The members of the Board may receive reimbursement for reasonable expenses incurred while attending meetings of the Board or any committee thereof, or in performing duties as a member of the Board. Board members are encouraged to attend at least one regional or national meeting per year related to Servant Leadership. Reimbursement will be available for expenses to attend such meetings.
Section 1. Purpose of Conflict of Interest Policy. The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible “excess benefit transaction” as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions.
(a) Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.
(b) Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
(1) an ownership or investment interest in any entity with which the corporation has a transaction or arrangement,
(2) a compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or
(3) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Conflict of Interest Avoidance Procedures.
(a) Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
(b) Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
(c) Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
(d) Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe a board or committee member has failed to disclose actual or possible conflicts of interest, it shall inform the board or committee member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the board or committee member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Board and Board Committee Proceedings. The minutes of meetings of the governing board and all committees with board delegated powers shall contain:
(a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation Approval Policies. A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:
(a) the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation.
(b) all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a “disqualified person” (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):
1. is not the person who is the subject of compensation arrangement, or a family member of such person;
2. is not in an employment relationship subject to the direction or control of the person who is the subject of compensation arrangement
3. does not receive compensation or other payments subject to approval by the person who is the subject of compensation arrangement
4. has no material financial interest affected by the compensation arrangement; and
5. does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member.
(c) the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:
1. compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. “Similarly situated” organizations are those of a similar size and purpose and with similar resources
2. the availability of similar services in the geographic area of this organization
3. current compensation surveys compiled by independent firms
4. actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement.
As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.
(d) the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:
1. the terms of the compensation arrangement and the date it was approved
2. the members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member
3. the comparability data obtained and relied upon and how the data was obtained.
4. If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination.
5. If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting.
6. any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the board or committee member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a board or committee member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement).
7. The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.
Section 6. Annual Statements. Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
(a) has received a copy of the conflicts of interest policy,
(b) has read and understands the policy,
(c) has agreed to comply with the policy, and
(d) understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews. To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
(a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining.
(b) Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.
Section 8. Use Of Outside Experts. When conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
These Bylaws may be altered, amended, or repealed only by a vote of at least five members of the Board after a first and final review has been completed in two separate meetings. The requirement for a first and final review at two separate meetings may not be waived by the Board, unless such waiver is approved by every member of the Board.
Section 1. Addresses. The addresses and/or telephone numbers used in any notice given under the Bylaws shall be those appearing on the books of the Board, and it shall be the individual Board member’s responsibility to insure that the Secretary has the correct address.
Section 2. Robert’s Rules. Except as otherwise stated herein, all meetings of the Board shall be governed by the current edition of Robert’s Rules of Order.
Section 3. Gender. All personal pronouns used in these Bylaws, whether used in the masculine, feminine, or neuter gender, shall include all other genders, the singular shall include the plural, and vice versa, as the context may require.
Section 4. Repeal of All Previous Acts. All previous enactments of the Board’s Bylaws prior to the date set forth below are hereby repealed and declared null and void.
Section 5. Copy to All Board Members. The Board hereby directs the Secretary to provide all Board members with current copy of these Bylaws and all amendments thereto.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
The undersigned, being the duly appointed President of the NorthFork Center for Servant Leadership, a Commonwealth of Virginia nonprofit corporation, and, pursuant to the authority granted to the directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of 16 pages, as the Bylaws of this corporation as of the date and signature below.
Dated: November 26, 2009
Jack King, Executive Director (President)
