ARTICLE I. NAME OF ORGANIZATION ARTICLE II. CORPORATE PURPOSE ARTICLE III. MEMBERSHIP
ARTICLE IV. BOARD OF DIRECTORS AND ANNUAL MEETINGS
ARTICLE V. OFFICERS
ARTICLE VI. COMMITTEES
ARTICLE VII. INDEMNIFICATION
ARTICLE VIII BOOKS AND RECORDS
ARTICLE IX. AMENDMENTS
ARTICLE X. MISCELLANEOUS
ADOPTION OF BYLAWS
The name of the organization is The Generations After, Inc. (“Generations After” or “Corporation”)
Generations After is a network of survivors and descendants of Jewish Holocaust survivors, linked together with the common goals of preserving and honoring our historical legacy, sharing resources and ideas, providing support to our members, particularly survivors, and tackling issues of mutual and common interest, provided that the foregoing are consistent with all applicable laws.
Generations After is organized as a tax exempt organization under section 501(c)(3) of the Internal Revenue Code (IRC), or the corresponding section of any future federal tax code, and therefore shall not conduct any activities not permitted under the foregoing section such as those that would jeopardize its tax exempt status. The Corporation is organized exclusively for charitable and educational activities relating to its corporate purpose as described in the above paragraph, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the IRC, or the corresponding section of any future federal tax code.
To qualify as a member of the Generation After (Member), an individual must be a survivor or descendant of at least one survivor of the Shoah and immediate family members of such foregoing individual shall be considered Members. The Shoah (also known as the Holocaust) is understood to be the state-sponsored, systematic persecution and annihilation of European Jewry by Germany and its collaborators between 193. and 1945. The Board of Directors shall determine if any prospective Member meets these specific qualifications before accepting dues.
The amount required for annual dues shall be $36 for an individual and $54 for a family each year, unless changed by a majority vote of the Board of Directors. Continued membership is contingent upon being up-to-date on payment of membership clues.
Each Member who has paid membership dues shall be eligible to vote in elections or for other matters or for positions in the Corporation as set forth in these bylaws or required by law.
A. The number of members of the Board of Directors (“Board” or “Directors”) shall be fixed from time to time by the Board but shall consist of no less than ten (10) nor more than twenty (20) plus the following officers: the President, the Vice-President, the Secretary, and the Treasurer.
B. A member of the Board shall be a current Member of the Generation After whose membership dues are paid in full. The tenure of Directors shall be four (4) years. Directors are required to attend at least fifty percent (50%) of the Board meetings unless absence is for good and reasonable cause. There is a limit of two (2) term consecutive full terms unless a waiver is granted by a two-thirds (2/3) majority of all Board members.
A. The members of the Board shall be elected by the Members at the Annual Meeting of the Members and shall take office upon the January 1st of the upcoming year or the first day of subsequent month after election as determined by the Board. The terms of the Directors shall be staggered so that approximately one half of the Directors are elected every two (2) years.
B. The Board shall nominate proposed Board members for a four (4) year term. The Board shall notify the Members of the Corporation of its proposed slate of candidates for Board membership by no later than four (4) weeks prior to the Annual Meeting. Within one (1) week after the Board notifies Members of the proposed slate, any Member shall have the right to submit to the Board additional nominations for candidates for Board membership provided it is supported by the signatures of at least (3) Members in addition to the nominee. Thereafter, the Board shall notify all Members of any additional nominations for proposed Board membership made by Members by no later than two (2) weeks prior to the Annual Meeting.
C. Candidates for the Board shall be elected by the majority of the Members present and voting at the Annual Meeting. The Secretary shall conduct the voting and certify the results. If the Secretary is not available, a Member of the Board designated by the President shall fulfill this function.
A. The Board shall hold at least two (2) Board meetings each year, one of which can be held in ‹conjunction with the Annual Meeting of the Members of the Corporation.
B. An Annual Meeting of the Members shall be held once a year at a time and place designated by the President.
Additional meetings of the Board may be called by, or at the request of, the President, or by another Officer of the Corporation with the support of two (2) Members of the Board.
A. Notice of any meeting of the Board shall be given at least two (2) weeks in advance of the meeting by electronic methods or by written notice. Any Director may waive the notice requirement of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
B. Notice of an Annual Meeting of the Members shall be given at least four (4) weeks in advance of the meeting by facsimile, electronic methods or by written notice.
A. The presence in person or by phone, as set forth herein, of a majority of current members of the Board shall be required at any meeting to constitute a quorum to transact business. The act of a majority of the members of the Board present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these bylaws.
B. The quorum requirement for the holding of the Annual Meeting shall be twenty (20) percent of all the current Members present in person or by written proxy, provided notice consistent with these bylaws has been provided to Members, unless otherwise required by law.
Whenever any vacancy occurs on the Board, it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors. Vacancies may be created and filled according to specific methods approved by the Board and consistent with these bylaws.
Members of the Board shall not receive any compensation for their services as Directors.
Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if consented to in writing or by electronic method such as e-mail, setting forth the action to be taken, by all of the Directors.
Any Director may be removed with or without cause, at any time, by the affirmative vote of a majority of all the Members entitled to vote after the Director in question is given the opportunity to be heard at a special or annual meeting of the Members. The failure of any member of the Board to pay his or her membership dues or attend the requisite Board meetings are grounds for removal from the Board, unless failure is for good and reasonable grounds.
Each Director must receive written notice of the proposed removal at least four (4) weeks in advance of the proposed action and be given an opportunity to respond to any such proposed removal. An Officer who has been removed as a member of the Board shall also automatically be removed from office.
The officers of the Board of the Corporation shall be the President, Vice-President, Secretary and Treasurer. Officers of the Board shall be Members of the Board. Any two offices may be held by the same person except for the President and Vice-President.
The President shall preside at all meetings of the membership and the Board. The
President shall have the following duties:
He/She shall exercise general and active management of the business of the Board. He/She shall exercise general superintendence and direction of all other Officers of this Corporation and see that their duties are properly performed.
He/She shall submit a report of the operations of the Corporation for the fiscal year to the Board and Members at their annual meetings, and from time to time, shall report to the Board all matters that may affect the Corporation.
The Vice-President shall be vested with all the powers and shall perform all the duties of the President when appointed to do so by the President or in the absence of the President consistent with the provisions herein. He/She shall perform such other duties as may be prescribed by the Board or the President under whose supervision he/she shall be.
The Secretary shall attend all meetings of the Board and all meetings of Members.
The Secretary’s duties shall consist of:
He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the President shall make the arrangements for all meetings of the Board, including the annual meeting of the organization, and the conduct of elections of Board members or officers.
He/She shall send notices of all meetings to the Members of the Board.
He/She shall perform such other duties as may be prescribed by the Board or the
President under whose supervision he/she shall be.
The Treasures duties shall be:
He/She shall submit for approval of all expenditures and proposed capital expenditures (equipment and furniture).
He/She shall maintain the books and records of the accounts and finances of the Corporation such as records reflecting the assets and liabilities and revenues and expenditures of the Corporation.
He/She shall present a complete and accurate report of the finances of the
Corporation at Board meetings and at the Annual Meeting.
He/She shall perform such other duties as may be prescribed by the Board or the
President under whose supervision he/she shall be.
A. The Board shall nominate proposed Officers of the Corporation for a two (2) year term to be elected at the Annual Meeting of Members. The Board shall notify the Members of the Corporation of the proposed Officers by no later than four (4) weeks prior to the Annual Meeting. Within one (1) week after the Board notifies Member of the proposed slate, any Members shall have the right to submit to the Board additional nominations for candidates for Officers of the Corporation, provided it is supported by the signatures of at least three (3) Members in addition to the nominee. Thereafter, the Board shall notify the Members of any additional nominations for proposed Officers by Members by no later than two (2) weeks prior to the Annual Meeting.
B. Candidates for Officers shall be elected by the majority of the Members present and voting at the Annual Meeting. Any such elected Officer shall automatically become a Member of the Board and must comply with membership dues requirements. The Secretary shall conduct the voting and certify the results. If the Secretary is not available, a Member of the Board designated by the President shall fulfill this function.
C. Officers elected shall take office upon January 1st of the upcoming year or the first day of subsequent month after election, as determined by the Board. There is a limit of four (4) consecutive full terms as to each specific office unless waived by a two thirds (2/3) majority of all Board Members.
Any officer can be removed with or without cause by a three-fourths (3/4) majority vote of the Board. A successor Officer may be chosen by a majority vote of the Board to serve the remainder of the unexpired term of the removed Officer. No Officer shall be removed without an opportunity to be heard and be given at least four (4) weeks advance notice.
The Board can fill any Officer vacancies that occur by a majority vote of the Board. The Officers so chosen shall hold office for the remainder of the unexpired term of the Board member being replaced.
The board may create committees as needed consistent with the purpose of the Corporation.
To the full extent authorized under the laws of the State of Maryland, the Corporation shall indemnify any director, officer, employee, Member or agent, or former member, director, officer, employee, or agent of the Corporation, or any person who may have served at the Corporation’s request as a director or officer of another corporation (each of the foregoing Members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise. The foregoing indemnification shall be limited to the extent of the funds available by the Corporation.
Expenses (including reasonable attorneys’ fees) incurred in defending 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, if authorized by the Board, upon receipt from the indemnitee of (a) a written affirmation of the indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the corporation authorized in the Article has been met; and (b) a written
undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder because the standard of conduct has not been met. The foregoing indemnification shall be limited to the extent of the funds then actually held by the Corporation.
The Corporation may, but is not required to, purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.
The Corporation shall keep complete books and records of accounts and finances and the minutes of the proceedings of the Board and the meetings of the Members.
The Board may amend the Articles by a two-thirds (2/3) majority vote of the Board. Written notice setting forth the proposed amendment(s) or summary of the changes to be effected thereby shall be given to each Director within the time and manner provided for the giving of notice pursuant to these bylaws.
The Board may amend these bylaws by a two-thirds (2/3) majority vote of the Board. Written notice setting forth the proposed amendment(s) or summary of the changes to be effected thereby shall be given to each Director within the time and manner provided for the giving of notice pursuant to these bylaws.
The Board may approve by a majority vote participation in any meeting of the Board by electronic means which shall include through the use of a conference telephone, video or web conference, or other communications equipment so long as all persons participating in the meeting can communicate with each other
concurrently. Participation by electronic mail or electronic text messaging shall not be allowed. Participation by telephonic or approved electronic means in a meeting will constitute attendance and presence at the meeting.
If any portion of these bylaws is found to be invalid or inoperative, then so far as is reasonable and possible, the remainder of these bylaws will be considered valid and operative, and effect will be given to the intent manifested by the portion held invalid or inoperative.
ADOPTED AND APPROVED by the Board of Directors on this 20th day of
President — The Generation After, Inc.
ATTEST: Director of The Generation After, Inc.