BY-LAWS OF THE ETHICAL SOCIETY OF NORTHERN WESTCHESTER, INC.
The name of this membership corporation is “The Ethical Society of Northern Westchester Inc.”
The purposes of the Ethical Society of Northern Westchester, Inc. are to encourage in its members, and through them in the community, the quest for ethical betterment of mankind as the aim of human existence; to affirm the human capacity to live a moral life without specific formulated doctrine or creed; to maintain a public platform for the discussion of ethical questions and for the development of higher standards; to conduct classes for the development of the ethical life; and to engage in educational, civic, social, philanthropic and other work in harmony with these objectives.
QUALIFICATIONS. Any person is eligible for membership who is in sympathy with the purposes of the Society. Such sympathy shall be manifested by agreeing to adhere to the principles of the Society, to remain in sympathy with its purposes and to make voluntary annual contributions to its support.
Application for membership shall be made in written form as prescribed by the Society, and submitted to the Membership Committee. The Committee shall investigate the applicant’s qualifications and report its recommendations to the Board of Trustees. A favorable vote of not less than three-fourths of the Trustees present at any meeting of the Board shall admit the applicant to membership.
CONTRIBUTIONS. Every member shall contribute annually to the support of the Society, in money and in personal services. Members will be expected to contribute in accordance with their means and abilities
TENURE OF MEMBERSHIP. Every member shall be entitled to full enjoyment of all the rights, privileges and benefits of membership in the Society without hindrance, subject only to the following provisions:
The Board of Trustees may suspend or expel any member who, in its opinion, has failed to adhere to the principles of the Society and to remain in sympathy with its purposes, or who, without valid excuse, has failed to make contributions to its support for two consecutive years, provided that not less than thirty days’ written notice of such proposed action shall be mailed (via U.S. Postal Service or electronic mail) to such members together with a notice giving him or her an opportunity to be heard before a stated meeting of the Board. The Board may, after such a hearing or opportunity to be heard, absolve, suspend or expel such member upon a vote of not less than three-fourths of the entire Board.
Whenever the Board has suspended or expelled any member, except for failure to make annual contributions, such member shall be furnished promptly with a copy of the Board’s decision stating the grounds thereof.
Any member suspended or expelled by the procedure in (a) may appeal the Board’s decision to the general membership at the next regular or an appropriate special meeting. By a majority vote of the members at such meeting, the Board’s decision may be sustained or overruled.
PROPERTY RIGHTS. No member shall have any right, title or interest in the property of the Society at any time. Upon the dissolution of the Society, all property thereof shall be devoted to and applied to any such religious, educational or humanitarian purpose as may be designated by resolution of the Board of Trustees, and if required, as may be approved by the Supreme Court of the State of New York.
ANNUAL MEETINGS. The Annual Meeting of the Society shall be held on the last Sunday of January of each year or such other date as the Board of Trustees may designate with the meeting to be held in the County of Westchester, State of New York at such hour as the Board of Trustees shall designate. The Annual Meeting shall be held for the purpose of hearing reports, holding elections, and for the transaction of such other business as may properly be brought before the meeting. The Secretary shall mail (via U.S. Postal Service or electronic mail) notice of the Annual Meeting to all members at least ten days but not more than thirty days before the date thereof. Notice of Annual Meetings shall also be posted on the Society’s Website and/or in the weekly program as may be determined by the Board.
SPECIAL MEETINGS. Special meetings of the Society may be called by the President at any time, and must be called by the President upon the request of three Trustees or upon written request of one-tenth of all of the members and as may otherwise be provided by law. The Secretary shall mail (via U.S. Postal Service or electronic mail) notices of Special Meetings to the members at least ten days but not more than thirty days before the date thereof, stating the business of the meeting. The Society may post such notice on the Website and provide notice by such other means as the Board shall deem appropriate. Only such business may be transacted at a special meeting as is specified in the notice thereof.
Twenty-five percent of the Membership of the Society shall constitute a quorum at any meeting. If a quorum is not present for an Annual Meeting, or if elections for Trustees and Officers are not held on the day designated for the Annual Meeting, the Trustees shall call a meeting thereafter for the purpose of elections, giving notice thereof as provided in respect of the Annual Meeting.
All members are entitled to cast a vote in annual elections. All members not present may vote by proxy if so requested with such proxy to be in such form as the Board of Trustees shall approve.
BOARD OF TRUSTEES:
TITLE. The directors of the corporation shall be known as the Board of Trustees or Board of Directors.
POWERS AND DUTIES. The general management of the Society shall be vested in the Board of Trustees, subject to the provisions of these By-Laws.
NUMBER AND TERMS. The Board of Trustees shall consist of eight members including (i) up to four officers, and (ii) up to four trustees whose terms shall be two years, or such lesser number of Trustees as the Board or members at an Annual or Special Meeting shall determine but at least three. Two such terms shall expire on the day of each Annual Meeting provided that each Trustee may serve until the election of his or her successor.
At each Annual Meeting of the Society, the members shall elect two Trustees-at-large to fill the terms then expiring and shall fill by election for the unexpired term any vacancy that may have occurred among the Trustees-at-large. When a vacancy occurs on the Board of Trustees, the Board may fill the vacancy by majority vote of the entire Board with a substitute Trustee to serve until the next Annual Meeting.
The Board of Trustees shall hold an Annual Meeting within ten days after the Annual Meeting of the members and thereafter the Board of Trustees shall meet regularly throughout the year except July and August on such dates as the Board shall establish at the beginning of each session. These dates shall be published for the membership. Special meetings of the Board may be called by the President at any time, and must be called by him or her at the request of three Trustees. Leaders of the Society, as defined in these By-Laws, may, at the invitation of the President and with the consent of a majority of the Board, attend meetings of the Board.
A majority of the Board shall constitute a quorum at all meetings of the Board.
REMOVAL. A Trustee who shall absent himself from three successive meetings of the Board without valid excuse, may be removed by two-thirds vote of all the Trustees. Ten days written notice of any meeting of the Board at which the Board proposes to vote upon the removal of any Trustee shall be mailed (via U.S. Postal Service or electronic mail) to such Trustee by the Secretary.
OFFICERS. The officers of the Society shall include a President, Vice-President, Treasurer, and Secretary.
The officers of the Society shall be elected by the members from among the nominees selected as elsewhere provided herein.
Officers shall be elected for a period of one year but may serve until their successors are elected.
(a) THE PRESIDENT. The President shall preside at all meetings of the Society and the Board of Trustees, shall appoint the Chairperson of all Committees, except the Nominating and Auditing Committees, shall be the official representing the Society, shall sign all official papers and documents in the name and in behalf of the Society, and shall have the usual powers and duties incident of the office. The President, at the termination of his or her term to office, shall automatically be appointed a member of the Board for one year.
THE VICE-PRESIDENT. The Vice-President shall perform the duties of the President in the absence of or at the request of the President.
THE TREASURER. The Treasurer shall, subject to the control of the Board of Trustees, have charge of all funds and securities of the Society, collect and deposit in a suitable depository all monies of the Society, notify the members of their financial obligations to the Society, keep accurate account of all receipts and disbursements, present a report on the financial condition of the Society upon the request of an officer or member at any meeting of the Society or the Board of Trustees and be a member ex-officio of the Finance Committee.
THE SECRETARY. The Secretary shall keep an accurate record of the proceedings of the Society and the meetings of the Board of Trustees and read the minutes at the following meetings of the Society or the Board, respectively, receive and file the reports of all Committee Chairpersons, maintain a complete roster of the membership, and conduct the correspondence of the Society to notify its members of meetings.
REMOVAL. Any officer of the Society may be removed, with or without cause, by a vote of two-thirds of the Trustees.
A vacancy in any office of the Society shall be filled by the Board of Trustees, such officer to hold office until the next Annual Meeting of Members, except that the Vice-President shall succeed to the Presidency in the event that the office of President becomes vacant.
ADDITIONAL OFFICERS. The Board of Trustees may appoint such additional or temporary officers to serve during the pleasure of the Board with such power and duties as may be prescribed by the Board.
The Board of Trustees shall have the power, by two-thirds vote of the entire Board, to appoint one or more Leaders, subject to the approval of the American Ethical Union Leadership and of a majority of the members at a regular meeting or a special meeting called for that purpose.
The committees of the Society are:
NOMINATING COMMITTEE. The Nominating Committee shall consist of five members, of which two shall be elected by the Board of Trustees, and three shall be nominated and elected at the October Membership meeting by the members, and shall serve until the Annual Meeting of the Society in January. The Nominating Committee shall elect its own Chairperson.The Nominating Committee shall nominate by majority vote, candidates for the Board of Trustees, the Chairperson of the Auditing Committee and the Officers to be elected by the members of the Society at the Annual Meeting. Prior to the Annual Meeting of the Society, a list of all nominations by the Nominating Committee shall be sent to the members of the Society or posted on the Website or as otherwise determined by the Board. Additional nominations may be filed before the Annual Meeting by any members. Nominations may also be made from the floor.
MEMBERSHIP COMMITTEE. The Membership Committee shall investigate the qualifications of applicants for membership and report its recommendations to the Board of Trustees.
FINANCE COMMITTEE. The Finance Committee shall prepare the budget of the Society and plan the methods of raising the necessary funds.
EDUCATION COMMITTEE. The Education Committee shall be responsible for the management of the Sunday School and Youth Groups, subject at all times to the overall direction of the Board of Trustees. The Education Committee shall select the necessary teaching staff, shall outline and prepare the curriculum, shall be responsible for the collection of fees, the registration of students, and recommendations for scholarships, and shall undertake such matters as shall be necessary for the proper functioning of the Sunday School and Youth Groups.
AUDITING COMMITTEE. The duties of the Auditing Committee shall be periodically to examine and audit the books of the Society. The Chairperson of the Auditing Committee shall be elected by the general membership at the Annual Meeting of the Society.
PROGRAM COMMITTEE. The Program Committee shall have the responsibility of reporting and recommending to the Board of Trustees such Society and community activities which it shall deem to be proper and necessary concern of the Society. Upon approval of such recommendations by the Board of Trustees, the Program Committee shall undertake to implement the recommended program.
OTHER PROVISIONS RE COMMITTEES. Except as specifically provided elsewhere, Committees shall be selected by the Board of Trustees from among its own members and the general membership of the Society. Such selection of Committees shall be made at the first meeting of the Board of Trustees held after each Annual Meeting of the Society. Each Committee Chairperson and member of a committee shall hold office until the selection of his or her successor except that the Board of Trustees by majority vote may remove any committee member selected by it at anytime without cause. Vacancies on all committees shall be filled by the Board of Trustees who may enlarge the membership of any committee except the Nominating Committee.Notwithstanding the foregoing and subject to the right of a majority of the members to determine otherwise, the Board of Directors shall have the right to determine which Committees shall be established each fiscal year or which functions of any of the Committees shall be fulfilled by the Board and the Board shall not be obligated in any fiscal year to have any one or more of the Committees set forth above.
The By-Laws may be amended by two-thirds vote of the members present at a regular or Annual Meeting of the Society, or at a special meeting of the Society called for that purpose, provided written notice of such proposed amendments shall be mailed (via U.S. Postal Service or electronic mail) to the members at least fifteen days prior to the meeting. The Society may also elect to post notice on the Society Website and provide such other notice as determined by the Board.
The purpose of the Endowment Fund shall be to provide funds for the growth and development of the Ethical Society of Northern Westchester including but not limited to the following:
ESTABLISHMENT. A fund to be known as the Ethical Society of Northern Westchester Endowment Fund shall be established and maintained separately from all other funds of the Ethical Society of Northern Westchester.
Building improvements and additions
Special projects not included within the usual annual budget
Reserve for contingencies
Retirement of mortgage or other loans
Expanded professional leadership
EXPENDITURE OF FUNDS. The Board of Trustees of the Ethical Society of Northern Westchester shall have the responsibility for approving and authorizing expenditures of available funds of the Endowment Fund.Expenditures shall be made from income or capital appreciation of the Endowment Fund except where expressly restricted by the terms of the gift. The Board of Trustees shall render a report to each Annual Membership Meeting regarding the status, allocation, receipts, expenditures and use made of the Endowment Fund.
SOCIETY ENDOWMENT FUND TRUSTEES.
Composition. There shall be between two and five Society Endowment Fund Trustees to serve terms of three years and until their successors shall have been appointed. The Trustees, including a Chairperson, shall be appointed by the Board of Trustees of the Society.
Powers and Duties. The Society Endowment Fund Trustees shall devise ways and means of obtaining funds for the Endowment Fund. The Trustees may solicit funds for the Endowment Fund from individuals or other sources, within and outside of the membership of the Society. The Trustees shall have the responsibility for the investment and management of all funds, whether restricted or unrestricted, contributed to the Endowment Fund. The Trustees may designate an Investment Committee composed of not less than 2 of their number to have power to act between meetings of the Trustees on investment and reinvestment of the funds of the Endowment.
Administrative Rules. The Endowment Fund Trustees, with the approval of the Society Board of Trustees, will devise administrative rules for the Endowment Fund.
Society By-Laws. Where not explicitly stated otherwise, the General By-Laws of the Society shall apply.
Investment Policy. The funds of the Endowment Fund may be invested in mortgages, debentures, shares of preferred and common stock and other securities as well as other forms of investments which the Endowment Fund Trustees shall deem prudent.
Reports. The Endowment Fund Trustees shall make an annual report of the financial status of the Endowment Fund to the Board of Trustees and to the membership, showing changes in the investments and income and disbursements of the Fund, and total contributions to the Endowment Fund.