BY-LAWS OF
HICKOK CENTER FOR BRAIN INJURY, INC.

Updated September 17, 2007

ARTICLE ONE

MEMBERS

The Corporation shall have no members.

ARTICLE TWO

BOARD OF DIRECTORS

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 meeting.

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 meeting.

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 effective.

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.

ARTICLE THREE

STANDING AND SPECIAL COMMITTEES

The 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.

ARTICLE FOUR

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 capacity.

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 allowed.

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 members.

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.

ARTICLE FIVE

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.

ARTICLE SIX

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. 

ARTICLE SEVEN

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.

ARTICLE EIGHT

CORPORATE SEAL

The 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 New York and the year of incorporation.

ARTICLE NINE

FISCAL YEAR

The fiscal year of the Corporation shall be January 1 - December 31.

ARTICLE TEN

INDEMNIFICATION

The 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.

ARTICLE ELEVEN

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:

  1. The interest of such Officer or Director is fully disclosed to the Board of Directors.
  2. 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.
  3. 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.
  4. Payments to the interested Officer or Director shall be reasonable and shall not exceed fair market value.
  5. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

ARTICLE TWELVE.

AMMENDMENTS

These 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.

 

_____________________________________________________

President                                                                   Date

 

_____________________________________________________

Secretary                                                                   Date

 

 
 
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