The Maxine Greene Institute By-Laws & Conflicts of Interest Policy
BY-LAWS OF THE MAXINE GREENE INSTITUTE, INC.
Adopted: March 30, 2017
TABLE OF CONTENTS
Page
ARTICLE I
NAME, PURPOSES, OFFICE
Section 1.01
Name. .................................................................................................................. 1
Section 1.02
Purposes. ............................................................................................................. 1
Section 1.03
Office. ................................................................................................................. 1
ARTICLE II
BOARD OF DIRECTORS
Section 2.01
No Members. ....................................................................................................... 1
Section 2.02
Number of Directors. .......................................................................................... 1
Section 2.03
Election, Term. .................................................................................................... 1
Section 2.04
Vacancies. ........................................................................................................... 2
Section 2.05
Removal. ............................................................................................................. 2
Section 2.06
Resignation. ........................................................................................................ 2
Section 2.07
Chair of the Board of Directors. ......................................................................... 2
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ARTICLE III
MEETINGS OF DIRECTORS
Section 3.01
Meetings. ............................................................................................................. 2
Section 3.02
Special Meetings. ................................................................................................ 2
Section 3.03
Notice of Meetings. ............................................................................................. 2
Section 3.04
Quorum, Voting. ................................................................................................. 3
Section 3.05
Actions in Writing. .............................................................................................. 3
Section 3.06
Participation by Telephone. ................................................................................ 3
Section 3.07
Annual Report. .................................................................................................... 3
ARTICLE IV
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 4.01
Appointment, Powers. ......................................................................................... 3
Section 4.02
Other Committees. .............................................................................................. 4
Section 4.03
Term. ................................................................................................................... 4
Section 4.04
Removal. ............................................................................................................. 4
Section 4.05
Vacancies. ........................................................................................................... 4
Section 4.06
Meetings, Notice. ................................................................................................ 4
Section 4.07
Quorum, Vote. .................................................................................................... 5
Section 4.08
Chair of the Executive Committee. ...................................................................... 5
ARTICLE V
OFFICERS
Section 5.01
Elected Officers. ................................................................................................. 5
Section 5.02
Election, Removal, Vacancies. ........................................................................... 5
Section 5.03
Executive Director. ............................................................................................. 6
Section 5.04
Vice President. .................................................................................................... 6
Section 5.05
Secretary. ............................................................................................................ 6
Section 5.06
Treasurer. ............................................................................................................ 6
Section 5.07
Other Agents, Advisors and Employees. ............................................................ 6
ARTICLE VI
COMPENSATION OF DIRECTORS AND OFFICERS
Section 6.01
Authorization. ..................................................................................................... 7
Section 6.02
Interested Parties. ................................................................................................ 7
Section 6.03
Loans. .................................................................................................................. 7
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ARTICLE VII
FINANCIAL AUTHORITY
Section 7.01
Books and Records. ............................................................................................ 7
Section 7.02
Execution of Instruments. ................................................................................... 7
Section 7.03
Investments. ........................................................................................................ 7
ARTICLE VIII
INDEMNIFICATION .................................................................................................................... 7
ARTICLE IX
FISCAL YEAR .............................................................................................................................. 8
ARTICLE X
EXECUTION OF INSTRUMENTS .............................................................................................. 8
ARTICLE XI
AMENDMENTS ........................................................................................................................... 8
ARTICLE XII
DISSOLUTION ............................................................................................................................. 8
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BY-LAWS OF THE MAXINE GREENE INSTITUTE, INC.
ARTICLE I
NAME, PURPOSES, OFFICE
Section 1.01 Name. The name of the Corporation is The Maxine Greene
Institute, Inc. (the “Corporation”).
Section 1.02 Purposes. The purposes and powers of the Corporation shall be
those set forth in the Certificate of Incorporation.
Section 1.03 Office. The office of the Corporation shall be located at 817 West
End Avenue, #5D, New York, NY 10025. The Corporation may change the location of the
office or maintain additional offices at such other places as the Board of Directors may from time
to time determine.
ARTICLE II
BOARD OF DIRECTORS
Section 2.01 No Members. The Corporation shall not have members. The
property, affairs and business of the Corporation shall be managed by a Board of Directors in
accordance with the purposes and limitations set forth in the Certificate of Incorporation and as
set forth in these By-laws.
Section 2.02 Number of Directors. The initial Board of Directors shall consist
of the persons named in the Certificate of Incorporation who shall serve as Directors until the
first annual meeting of the Board of Directors. Thereafter, the Board of Directors of the
Corporation shall determine the number of Directors but in no event shall the number be less
than five (5). Each Director shall be at least 18 years of age.
Section 2.03 Election, Term. Election of Directors shall take place at any
meeting of the Board of Directors, by majority vote of the Directors present, and each Director,
whether elected at a meeting or to fill a vacancy or otherwise, shall hold office until his or her
successor shall have been elected and shall qualify, or until his or her death or resignation, or
until he or she shall have been removed in the manner hereinafter provided. Directors elected at
the first meeting shall be elected for a term of two (2) years. Thereafter, Directors shall be
elected for a term of two (2) years unless specified otherwise by the Board at the time of
elections.
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Section 2.04 Vacancies. If any vacancy shall occur in the Board of Directors
for any cause, including an increase in the number of Directors, the vacancy may be filled by a
duly adopted resolution of the remaining Directors though less than a quorum.
Section 2.05 Removal. Any Director may be removed for cause and with
notice, either by a majority vote of the Directors at a special meeting of the Board of Directors
called for that purpose or by action in writing signed by all of the other Directors.
Section 2.06 Resignation. Any Director may resign from office at any time by
delivering a resignation in writing to the Executive Director. Acceptance of the resignation,
unless required by its terms, shall not be necessary to make the resignation effective.
Section 2.07 Chair of the Board of Directors. A Chair of the Board of Directors
may be elected at a meeting by a majority of the entire Board of Directors, or by action in writing
signed by all of the Directors. The Chair of the Board of Directors, if one be elected, shall
preside at and set the agenda for all meetings of the Board of Directors, except that the Board of
Directors may alter the agenda by a majority vote of the Directors. The Chair of the Board of
Directors shall have and perform such other duties as, from time to time, may be assigned to him
or her by the Board of Directors or the Executive Committee, if any, which duties may include
powers elsewhere assigned or delegated to an officer.
ARTICLE III
MEETINGS OF DIRECTORS
Section 3.01 Meetings. Meetings of the Board of Directors, annual, regular or
special, may be held at any day, and at such time and place, as shall be determined by the Board
of Directors.
Section 3.02 Special Meetings. Special meetings of the Board of Directors shall
be called at any time by the Secretary upon the request of the Executive Director or of any
Director. Each special meeting of the Board of Directors shall be held at such place as shall be
specified in the notice of such meeting or waiver thereof.
Section 3.03 Notice of Meetings. Notice of meetings shall be given personally
or sent by mail, e-mail or other electronic means, or facsimile transmission to each Director,
addressed to him or her at his or her address as it appears on the books and records of the
Corporation, at least three (3) days before the day on which the meeting is to be held. Such
notice shall state the time when and place where the meeting is to be held, and to the extent
possible, the purpose or purposes for which the meeting is called. Notice of any adjournment of
a meeting of the Board of Directors to another time or place shall be given to any Directors who
were not present at the time of the adjournment. No notice of any meeting of the Board of
Directors need be given to any Director who attends such meeting without protesting prior to or
at the commencement of the special meeting the lack of notice of such special meeting, or to any
Director who submits a signed waiver of notice whether before or after the special meeting.
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Section 3.04 Quorum, Voting. At all meetings of the Board of Directors the
presence in person of a majority of the Directors shall be necessary and sufficient to constitute a
quorum. Except as otherwise provided by law or by these By-laws, the act of a majority of the
Directors present at a meeting of the Board of Directors at which a quorum is present shall be the
act of the Board of Directors. In the absence of a quorum, a majority of the Directors present, or
if no Director is present, any officer entitled to preside at, or act as Secretary of, such meeting,
without notice other than by announcement at the meeting, may adjourn the meeting from time to
time, for a period of not more than thirty (30) days at any one time, until a quorum shall attend.
Section 3.05 Actions in Writing. Any action required or permitted under these
By-laws to be taken by the Board of Directors or by any committee thereof may be taken without
a meeting if all members of the Board of Directors or the committee consent in writing to the
adoption of a resolution authorizing the action. The resolution and the written consents thereto
by the members of the Board of Directors or committee shall be filed with the minutes of the
proceedings of the Board of Directors or the committee.
Section 3.06 Participation by Telephone. Any one or more members of the
Board of Directors or any committee thereof may participate in a meeting of the Board of
Directors or such committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
Section 3.07 Annual Report. At an annual meeting of the Board of Directors,
the Treasurer shall present a report, verified by the Executive Director and the Treasurer or by a
majority of the Directors, or certified by an independent public accounting firm, showing in
appropriate detail: (1) the assets and liabilities of the Corporation as of a 12-month fiscal period
terminating not more than six months prior to the meeting, (2) the principal changes in assets and
liabilities during the fiscal period, (3) the revenues or receipts of the Corporation for that fiscal
period, and (4) the expenses or disbursements of the Corporation during said fiscal period. Such
report shall be filed with the records of the Corporation and a copy thereof entered in the minutes
of the proceedings of the annual meeting. The report to the Board may consist of a verified or
certified copy of any report by the Corporation to the Internal Revenue Service or any relevant
Attorney General that includes the information hereinabove specified.
ARTICLE IV
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 4.01 Appointment, Powers. The Board of Directors may, by resolution
duly adopted, appoint an Executive Committee consisting of three (3) or more Directors and
other standing committees. The Board of Directors may, by resolution duly adopted, designate
one or more directors as alternate members of any such committee, who may replace any absent
member or members at any meeting of such committee. Each Committee shall have and may
exercise during the intervals between meetings of the Board of Directors, to the extent provided
by the resolution establishing it, all of the powers of the Board of Directors in the management
and control of the charitable activities, property, business and affairs of the Corporation which
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are not specifically required by law or by these By-laws to be exercised by the full Board, except
that it shall have no power as to the following matters:
(a) the filling of vacancies in the Board of Directors or in any committee;
(b) the removal of Directors from office;
(c) the alteration of the number of Directors;
(d) the election and removal of Officers;
(e) the fixing of compensation of the Directors for serving on the Board or on
any committee;
(f) the authorization of indemnification for expenses;
(g) the amendment of the Certificate of Incorporation;
(h) the amendment or repeal of the By-laws or the adoption of new By-laws;
and
(i) the amendment or repeal of any resolution of the Board of Directors that
by its terms shall not be so amendable or repealable.
Section 4.02 Other Committees. Special Committees may be appointed by the
Executive Director with the consent of the Board and shall have only the powers specifically
delegated to them by the Board and in no case shall have powers which are not authorized for
standing committees under this Article IV. At least one member of such a committee shall be a
member of the Board of Directors, but otherwise the members of such committees need not be
Directors of the Corporation.
Section 4.03 Term. Each member of the Executive Committee or other
committee shall be and remain a member thereof and shall hold office until his or her successor
shall have been appointed, or until his or her death or resignation, or until he or she shall have
been removed in the manner hereinafter provided.
Section 4.04 Removal. Any member of the Executive Committee or other
committee may be removed at any time, with cause and with notice, by a majority of all of the
Directors at any meeting of the Board of Directors or by action in writing signed by all of the
Directors. The Board of Directors may, by a resolution duly adopted at any meeting, dissolve
the Executive Committee or other committee.
Section 4.05 Vacancies. If any vacancy shall occur in the Executive Committee
or other committee for any reason, including an increase in the number of members of such
committee, the vacancy may be filled at any meeting of the Board of Directors.
Section 4.06 Meetings, Notice. The Executive Committee or other committee
may hold meetings at such time or times and at such place or places as it shall determine from
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time to time. Notice of every meeting shall be given personally or sent by mail, e-mail or other
electronic means, or facsimile to each member of the Executive Committee or other committee,
addressed to him or her at his or her address as it appears on the books or records of the
Corporation, at least three (3) days before the day on which the meeting is to be held. Such
notice shall state the time when and place where the meeting is to be held, and to the extent
possible, the purpose or purposes for which the meeting is called. No notice of any meeting of
the Executive Committee or other committee need be given to any member who attends such
meeting without protesting prior to or at the commencement of the meeting the lack of notice of
such meeting, or to any member who submits a signed waiver of notice whether before or after
the meeting. The Executive Committee or other committee shall keep a record of its
proceedings.
Section 4.07 Quorum, Vote. At all meetings of the Executive Committee or
other committee, the presence in person of members constituting a majority of the membership
of the entire Executive Committee or other committee, but in no event less than two (2)
members, shall be necessary and sufficient to constitute a quorum, and except as otherwise
provided by law or by these By-laws, the act of a majority of the members present shall be the
act of the Executive Committee or other committee.
Section 4.08 Chair of the Executive Committee. A Chair of the Executive
Committee, if there is an Executive Committee, may be elected at a meeting by a majority of the
entire Board of Directors, or by action in writing signed by all of the Directors. The Chair of the
Exeucutive Committee, if one be elected, shall preside at and set the agenda for all meetings of
the Executive Committee, except that the Executive Committee may alter the agenda by a
majority vote of the Executive Committee members. The Chair of the Executive Committee
shall have and perform such other duties as, from time to time, may be assigned to him or her by
the Board of Directors or the Executive Committee, if any, which duties may include powers
elsewhere assigned or delegated to an officer.
ARTICLE V
OFFICERS
Section 5.01 Elected Officers. The elected officers of the Corporation may
include a Executive Director, one or more Vice Presidents, a Secretary, a Treasurer and such
other officers as the Board of Directors may from time to time elect. The officers may, but need
not, be members of the Board of Directors. One person may hold any two or more of said
offices, except that the office of Executive Director cannot be held by the same person who holds
the office of Secretary.
Section 5.02 Election, Removal, Vacancies. The elected officers shall be
elected for a term of two (2) years at the annual meeting of Directors immediately following the
election of Directors. Each such officer shall hold office until the next annual meeting of
Directors or until a successor shall have been elected and shall qualify, or until his or her death
or resignation, or until he or she shall have been removed. Any elected officer may be removed
at any time, with or without cause and with or without notice, at a meeting by a majority of all
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the Directors of the Corporation. A vacancy in any elective office may be filled by the Directors
at any meeting.
Section 5.03 Executive Director. The Executive Director shall exercise general
supervision over the affairs of the Corporation, subject, however, to the control of the Board of
Directors and the Executive Committee, if any. The Executive Director shall keep the Board of
Directors fully informed about the affairs of the Corporation. The Executive Director in general
shall perform all duties incident to the office of Executive Director of the Corporation and such
other duties as from time to time may be assigned to him or her by the Board of Directors or by
the Executive Committee, if any.
Section 5.04 Vice President. The Vice President (or if there is more than one
Vice President, a Vice President designated by the Board of Directors) shall, in the temporary
absence or disability of the Executive Director, act in the place of the Executive Director, or, if
there shall be no Vice President, the Executive Director’s duties shall be performed by the
individual Director designated by the Board of Directors, or, in the absence of such designation,
the individual Director designated by the Executive Director. The Vice President, if any, shall
also perform such other duties as from time to time may be assigned to him or her by the Board
of Directors, the Executive Director or the Executive Committee, if any, which duties may
include powers elsewhere assigned or delegated to other officers.
Section 5.05 Secretary. The Secretary shall keep the minute books and seal of
the Corporation, serve or cause to be served all notices of the Corporation, including notices of
meetings of the Board of Directors, record the minutes of the meetings of the Board of Directors,
and in general perform all duties incident to the office of Secretary and such other duties as from
time to time may be assigned to him or her by the Board of Directors, the Executive Director or
the Executive Committee, if any, which duties may include powers elsewhere assigned or
delegated to other officers.
Section 5.06 Treasurer. The Treasurer shall have custody of all funds and
property owned by the Corporation and shall keep full and accurate account of all receipts and
disbursements. The Treasurer shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated by the Board of
Directors and shall render to the Executive Director and Directors at the regular meetings of the
Board of Directors, or whenever they may require it, an account of all of his or her transactions
as Treasurer and of the financial condition of the Corporation and shall exhibit to such persons at
all reasonable times the books and accounts of the Corporation and shall perform all duties
incident to the office of the Treasurer and such other duties as from time to time may be assigned
to him or her by the Board of Directors, the Executive Director, or the Executive Committee, if
any, which duties may include powers elsewhere assigned or delegated to other officers.
Section 5.07 Other Agents, Advisors and Employees. The Board of Directors
may from time to time appoint such agents, advisors and employees as it shall deem necessary,
each of whom shall hold office during the pleasure of the Board of Directors, and shall have such
authority, perform such duties and receive such reasonable compensation, if any, as the Board of
Directors may from time to time determine.
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ARTICLE VI
COMPENSATION OF DIRECTORS AND OFFICERS
Section 6.01 Authorization. No Director or officer of the Corporation shall
receive directly or indirectly any salary, compensation or emolument from the Corporation,
either as such Director or officer, or in any other capacity, unless authorized at a meeting of the
Board of Directors at which a quorum is present, by the concurring vote of a majority of the
disinterested Directors present at such meeting.
Section 6.02 Interested Parties. No contract, agreement or transaction to which
the Corporation is or may be a party shall be invalidated or in any way impaired by reason of the
fact that any Director or officer is directly or indirectly interested therein.
Section 6.03 Loans. No loans shall be made by the Corporation to any of its
Directors, officers or their respective family members or to any entity in which one or more of its
Directors, officers or their respective family members holds a financial interest.
ARTICLE VII
FINANCIAL AUTHORITY
Section 7.01 Books and Records. There shall be kept at the office of the
Corporation correct books of account of the activities and transactions of the Corporation,
including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of
these By-laws, and all minutes of meetings and unanimous written consents of the Board of
Directors.
Section 7.02 Execution of Instruments. The Board of Directors, or the
Executive Committee, if any, is authorized to select the banks or depositories it deems proper for
the funds of the Corporation. The Board of Directors shall determine who shall be authorized
from time to time and in what manner on the Corporation’s behalf to sign checks, drafts or other
orders for the payment of money, acceptance, notes or other evidences or indebtedness, to enter
into contracts or to execute and deliver other documents and instruments.
Section 7.03 Investments. The funds of the Corporation may be retained in
whole or in part in cash or invested and reinvested from time to time in such property, real,
personal or otherwise, including stocks, bonds or other securities, as the Board of Directors may
deem desirable.
ARTICLE VIII
INDEMNIFICATION
The Corporation may, to the fullest extent now or hereafter permitted by and in
accordance with the standards and procedures provided for by Sections 721 through 726 of the
Not-for-Profit Corporation Law and any amendments thereto, indemnify any person made, or
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threatened to be made, a party to any action or proceeding by reason of the fact that he or she, or
his or her testator or intestate, is or was a member, Director, officer, employee or agent of the
Corporation, or of any other organization served by him or her in any capacity at the request of
the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys’ fees, actually and necessarily incurred by him or her in connection with such
action or proceeding.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall begin on January 1 of each year.
ARTICLE X
EXECUTION OF INSTRUMENTS
All documents, instruments or writings of any nature shall be signed, executed,
and delivered by such officers, agents or employees of the Corporation, and in such manner, as
from time to time may be determined by the Board of Directors.
ARTICLE XI
AMENDMENTS
The By-laws of the Corporation shall be subject to alteration or repeal, and new
By-laws may be made, at a meeting by a majority of the entire Board, or by action in writing
signed by all of the Directors, except that any amendment which increases the quorum
requirement or the proportion of votes necessary for the transaction of business or of any
specified item of business must be authorized at a meeting by a two-thirds (2/3) majority vote of
the entire Board of Directors, or by action in writing signed by all of the Directors.
ARTICLE XII
DISSOLUTION
The Corporation may be dissolved by the Board of Directors, at a special meeting
called for that purpose, by a two-thirds (2/3) majority vote of the entire Board of Directors, or by
action in writing signed by all of the Directors.
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