HICKOK CENTER FOR BRAIN INJURY, INC.
Updated September 17, 2007
Corporation shall have no members.
Section 1. Powers and Duties.
The Board of Directors shall have general power to control and manage
the affairs and property of the corporation by majority vote. The Board
of Directors shall deliberate upon and decide every fundamental change
in organizational character, including but not limited to sales of
assets, merger/consolidations and dissolutions; supervise the investment
of corporate funds; establish operating procedures, budgets, and fiscal
controls; develop and approve long-range strategic plans; appoint,
remove, compensate, and generally monitor performance of senior salaried
operating officers; develop and carry out a plan for fundraising;
generally, define and safeguard the Corporation’s mission.
Section 2. Number, Election, Term of Office and Removal.
The number of Directors shall not be less than seven (7), the number to
be fixed from time to time by the Board of Directors. A Director shall
be elected at a regularly scheduled meeting as necessary by a majority
of the Directors already in office, and each shall continue on the Board
of Directors for a period of three (3) years until his/her death,
resignation, or removal. Any Director may be removed, with or without
cause, by a majority vote of the Directors then in office. Nothing
contained herein shall be deemed to make void or render ineffectual any
action of the Board of Directors comprised of fewer members than the
minimum specified herein.
Section 3. Vacancies.
Any vacancy in the Board of Directors arising at any time and from any
cause may be filled at any meeting of the Board of Directors by a
majority of the Directors then in office.
Section 4. Annual Meeting: Notice.
Annual meeting of the Board of Directors shall be held in September at
the principal office of the Corporation or at such other place as the
Board of Directors shall designate at such date and time as designated.
Notice of the time and place of such annual meeting shall be given by
the Secretary by mailing a copy thereof or delivering the same to each
Director not less than ten nor more than thirty days before such annual
Section 5. Special Meetings: Notice.
Special meetings of the Board of Directors may be held upon the call of
the President or by any Director upon written demand of not less than
one-fifth of the entire board. Such special meetings shall be at the
principal office of the Corporation or at such other place as may be
designated in the notice of such meetings. Notice of the time, place,
and purpose of any special meeting of the Board of Directors shall be
given by the Secretary by mailing a copy thereof or delivering the same
to each Director at least two days before such meeting.
Section 6. Quorum: Adjournments or Meetings.
At all meetings of the Board of Directors, a 2/3 majority of the
Directors then in office shall constitute a quorum for the transaction
of business. In the absence of a quorum, the meeting shall be adjourned
until a quorum is obtained.
Section 7. Organization.
The President of the Board of Directors shall preside at all meeting of
the Board of Directors. If the President is absent or unable to preside,
the Vice President shall assume the presiding role. If the Vice
President is absent or unable to preside, the Treasurer shall preside.
If all three presiding Officers are absent, the meeting will be
adjourned and rescheduled. The Secretary of the Board of Directors shall
act as Secretary at all meetings of the Board of Directors, or the
presiding Officer may appoint any person to act as Secretary for the
Section 8. Resignation.
Any Director may resign at any time by giving written notice to the
President of the Board of Directors. Such resignation shall take effect
at any time specified therein and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it
Section 9. Action by the Board of Directors without a Meeting.
Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting if a quorum of the members of the board
consents in writing to the adoption of a resolution authorizing the
action. The resolution and written consents shall be filed with the
minutes of the board meetings.
Section 10. Meeting of the Board of Directors by Conference Telephone or
Similar Communications Equipment.
Any one or more members of the Board of Directors may participate in a
meeting of the board by means of a conference telephone or similar
communications equipment, which allows all participants to hear each
other at the same time. Participation by such means shall constitute
presence in person at a meeting.
Section 11. Meeting Attendance.
All Directors are required to attend all board meetings in person or by
alternate means as discussed in Article 2, Section 10. Directors shall
not be absent from more than two regularly scheduled meetings in a
contiguous six month period, nor to exceed three in a twelve month
period. Exceptions to this include emergencies such as: death in the
family, serious illness or scheduled treatments, birth of a child, or
some unscheduled catastrophic event. All absences need to be reported to
the President before the Board of Directors meeting. Excessive absences
will be discussed at a scheduled board meeting with or without that
board member present.
STANDING AND SPECIAL COMMITTEES
Board of Directors may designate from amongst its members an Executive
Committee or other standing committees, as the Board of Directors may
deem necessary to promote the purposes and carry on the work of the
Corporation. Each such committee of the board shall serve at the
convenience of the board. Each such committee of the board shall be
created and constituted only by a vote of the Board of Directors. Each
chairperson of a designated committee shall report on all committee
activities at each board meeting.
OFFICERS OF THE BOARD
Section 1. Officers.
The Officers of the Corporation shall be a President, a Vice President,
Treasurer, and Secretary. One person may hold only one office in the
Corporation at the same time. No instrument required to be signed by
more than one Officer may be signed by one person in more than one
Section 2. Election, Term of Office and Removal. The Officers of the Corporation
shall be elected at the annual meeting of the Board of Directors, and
each shall continue in office for a period of one (1) year until his/her
successor has been elected and qualified, or until his/her death,
resignation, or removal. Any Officer of the Corporation may be removed,
with or without cause, by a vote of a 2/3 majority of the Directors then
in office. Officers completing their term may run for another officer
position providing it is not the same position. A Director may hold the
same office as long as the terms are not contiguous to each other. By a
2/3 majority, the current officer may retain the office if no suitable
candidate has been nominated or in the event of an unexpected vacancy. A
maximum term of two (2) years contiguous in the same office will be
Section 3. Consultants, Agents, and other Vendors. The Board of Directors may from time
to time hire consultants, agents, etc., as it shall deem necessary, each
of whom shall serve at the convenience 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. The Board of Directors will distribute request for
proposal (RFP) letters to suggested agencies for competitive bids and
the rewarded party will be selected by a 2/3 majority vote. If due to
circumstances requiring immediate attention, the board may hire
consultants, agents, or vendors without the use of an RFP providing a
2/3 majority vote is granted.
Section 4. Vacancies.
The Board of Directors may fill any vacancy in any office. Any officer
so elected shall hold office until the election at the annual meeting of
the Board of Directors and the qualification of his/her successor.
Reference Article IV, Section 2.
Section 5. President: Powers and Duties.
The President is the principal Officer of the Corporation and shall
preside at all meetings of the Board of Directors. He/she shall
generally manage and supervise the affairs of the Corporation. He/she
shall keep the Board of Directors fully informed, and shall freely
consult with them concerning the activities of the Corporation. He/she
shall not have the power to sign alone. The Board of Directors shall
require one additional Officer’s signature in the name of the
Corporation for all contracts authorized either generally or
specifically by the Board of Directors (Vice President or Treasurer).
He/she shall perform all duties incident to the office of the President,
subject, however, to the control of the Board of Directors. The
President shall be the “voice of the Corporation”, and he/she will speak
to the media and community of behalf of the organization (as does the
Chief Executive Officer). The President ensures that board matters are
handled properly, including preparation of pre-meeting materials,
committee functioning, and recruitment and orientation of new board
Section 6. Vice President: Powers and Duties.
The Vice President shall have such powers and duties as may be assigned
to him/them by the President or Board of Directors. The Vice President
shall, in essence, be the “President Intent” or the most likely to
succeed the current President. In the absence of the President, the Vice
President, in the order designated by the Board of Directors, shall in
general perform the duties of the President. The Vice President will be
the overseer in charge of all committees except Executive Committee. The
Vice President will make sure that the work of the committees is carried
out effectively, timely, and reasonably.
Section 7. Treasurer: Powers and Duties.
The Treasurer shall have the custody of all funds and securities of the
Corporation, which may come into his/her hands. He/she shall keep or
cause to be kept complete and accurate accounts of receipts and
disbursements of the Corporation, and shall deposit all monies and other
valuable effects of the Corporation in such banks or depositories as the
Board of Directors may designate. Whenever required by the President or
Board of Directors, he/she shall render a statement of his/her accounts,
and a written statement of accounts shall be provided at every board
meeting. He/she shall exhibit his/her books and accounts to any Officer
or Director of the corporation, and shall perform all duties incident to
the office of the Treasurer, subject however, to the control of the
Board of Directors and such other duties as shall from time to time be
assigned to him/her by the Board of Directors. The Treasurer shall, if
required by the Board of Directors, give security or the faithful
performance of his/her duties as the Board of Directors may require. The
Chief Executive Officer is responsible for daily management and
operation of the agency including bills and invoices for daily operating
expenses. Any and all additional expenditures not included in the daily
operation of the agency (major purchases) of $1,000.00 or more requires
approval by the Board of Directors.
Section 8. Secretary: Powers and Duties.
The Secretary shall act as the recorder of all meetings of the Board of
Directors, and shall keep the minutes of all such meetings. Meeting
minutes must be distributed within seven calendar days following a board
meeting to all Directors. Minutes must include itemized action items
with the due date and the person accountable for the action. He/she
shall attend to the giving and serving of all notices of the Corporation
and he/she shall perform all duties incident to the office of the
Secretary, subject however, to the control of the President or Board of
Directors, and such other duties as shall from time to time be assigned
to him/her by the President or Board of Directors.
SALARIED OPERATING OFFICERS
Section 1. Program Management.
Program management of the Corporation shall be vested in the Director of
Traumatic Brain Injury (TBI) Services, who shall be hired and
accountable to the Chief Executive Officer.
Section 2. Business Management.
Business management of the Corporation shall be vested in the Chief
Executive Officer who shall be hired and appointed by the Board. The
Executive Committee on the anniversary of his/her hire date shall review
the Chief Executive Officer at least annually, unless otherwise
specified, and shall present its recommendations to the Board. The Board
is responsible to set compensation. The Chief Executive Officer shall be
directly responsible to the Board. The Chief Executive Officer shall
serve as an ex-officio, non-voting member of the Board of Directors and
shall not be counted in determining the total number of authorized
Directors. The Chief Executive Officer shall be entitled to notice of
all meetings and is expected to attend any meetings of the Board or any
committees thereof. A single individual may serve as both Chief
Executive Officer and Director of TBI Services, if specific requirements
are met. The Chief Executive Officer or Director of TBI Services may not
serve in a position on the Board of Directors.
Section 3. Assistance.
In order to assist the Chief Executive Officer and Director of TBI
Services in their functions, they may hire salaried assistants as
authorized by the Board.
Section 4. Compensation.
The Board shall fix the compensation of the Chief Executive Officer. The
Board shall review and approve/disapprove all recommendations by the
Chief Executive Officer to fix the compensation of agency employees.
Section 5. Resignation.
Any Chief Executive Officer may resign with or without a reason at any
time by giving written notice of resignation to the President or the
Board of Directors.
Section 6. Termination.
The Chief Executive Officer shall serve at the convenience of the Board
of Directors and may be removed from office only by the 2/3 majority
vote of the board.
CONTRACTS, CHECKS, BANK ACCOUNTS, AND INVESTMENTS
Section 1. Checks, Notes, and Contracts.
The Board of Directors is authorized to select such banks or
depositories, as it shall deem proper for the funds of the Corporation.
The Board of Directors shall determine who shall be authorized from time
to time on the Corporations’ behalf to sign checks, drafts, or other
orders for the payment of money, acceptances, notes, or other evidence
of indebtedness, to enter into contracts, or to execute and deliver
other documents and instruments.
Section 2. Investments.
The funds of the Corporation may be retained in whole or in part in cash
or be invested and reinvested from time to time in such property, real,
personal or otherwise, or stocks, bonds or other securities, as the
Board of Directors may deem desirable.
Section 3. Reimbursement of Expenses and Disbursements.
The Treasurer of the Corporation shall be authorized to cause any
Director to be reimbursed for reasonable and necessary expenses and
disbursements incurred by the Director in the furtherance of the
Corporation’s business. In no event shall any Director be compensated
for work, labor or services performed for the Corporation.
OFFICE AND BOOKS
Section 1. Office.
The office of the Corporation shall be located at the primary place of
business of the Corporation. The primary address is:
114 S. Union Street, Rochester New York 14607.
Section 2. Books.
There shall be kept at the office of the Corporation correct books or
accounts 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
of the Board of Directors.
seal of the Corporation shall be circular in form and shall bear the
name of the Corporation and words and figures showing that it was
incorporated in the State of
and the year of incorporation.
fiscal year of the Corporation shall be January 1 - December 31.
Corporation may, to the fullest extent now or hereafter permitted by
law, indemnify any person made, or threatened to be made, a party to any
action, suite or proceeding by reason of the fact that he/she (or a
person of who he/she is the legal or personal representative of heir or
legatee) is or was a Director, Officer, employee or other agent of the
Corporation, or of any other organization served by him/her in any
capacity at the request of the Corporation, against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys’
fees. The Board of Directors is specifically authorized to purchase and
maintain Directors’ and Officers’ (D&O) liability insurance as it may
determine appropriate for the purpose of funding the obligation of the
Corporation pursuant to the foregoing.
CONFLICT OF INTEREST
Each board member shall sign a Conflict of Interest Policy when joining
the board. Whenever a Director or Officer has a financial or personal
interest in any matter coming before the Board of Directors, the board
shall ensure that:
The interest of such Officer or
Director is fully disclosed to the Board of Directors.
No interested Officer or Director may vote or lobby on the matter or
be counted in determining the existence of a quorum at the meeting
of the Board of Directors at which such matter is voted upon.
Any transaction in which a Director or Officer has a financial or
personal interest shall be duly approved by members of the Board of
Directors not so interested or connected as being in the best
interests of the organization.
Payments to the interested Officer or Director shall be reasonable
and shall not exceed fair market value.
The minutes of meetings at which such votes are taken shall record
such disclosure, abstention, and rationale for approval.
By-Laws may be amended at any meeting of the Board of Directors by a
vote of the majority of the entire Board of Directors.