ARTICLE IV - BOARD OF DIRECTORS Section 1 - Board role and size: The Board of Directors (herein referred to as the Board) is responsible for directing the overall policy and direction of HACNY and delegating responsibility of day-to-day operations to members and teams. The Board shall have at least 4 members, herein referred to as Directors.
Section 2 - Board responsibilities: It shall be the responsibility of the Board to:
1. Take actions necessary to advance the mission of HLCNY.
2. Perform any and all duties imposed on them by the law, by these by-laws, and by other HLCNY documents.
3. Form teams and approve team leaders and volunteers as necessary within the framework of the by-laws.
4. Meet at such times and places as required by these by-laws.
5. Annually approve a budget.
6. Set the times and places of Member Meetings in compliance with these by-laws.
7. Notify members of Member Meetings in compliance with these by-laws.
8. Notify members of renewal dates and dues.
9. Enter into any contracts on behalf of the HLCNY.
Section 3 - Board compensation: The Board receives no compensation other than the reimbursement of reasonable expenses. Reasonable expenses are defined as those necessary to conducting business within each position.
Section 4 - Nonliability of Directors: The Directors shall not be personally liable for the debts, liabilities, or other obligations of HLCNY.
Section 5 - Director qualifications: Each Director shall have been an actively participating member of HLCNY for 6 months prior to nomination. Exceptions to the tenure qualification may be made by a majority vote of the Board.
Section 6 - Terms: All Directors shall serve two-year terms, but are eligible for re-election for an unlimited number of consecutive terms. Each Director term will end on HACNY in the second year after its commencement.
Section 7 - Board Meetings: Special meetings of the Board may be called by any Director via written request to the Secretary, provided appropriate notice is given. The Directors may participate in a Board Meeting by means of telephone conference, computer conference, or similar communications equipment as long as each Director participating in the meeting can communicate with all other Directors participating in the meeting. Except in special cases of privacy concerns or other special circumstances best dealt with in a closed meeting, all adult members may attend Board Meetings, if desired, and may voice their comments at the appropriate time as indicated on the meeting's agenda.
Section 8 - Board Meeting notice: The meeting schedule shall be published to the Membership via e-mail or post to the appropriate online group at least two weeks prior to any regular or special Board Meeting.
Section 9 - Quorum: A Board Meeting must be attended by at least three Directors for business transactions to take place and motions to pass.
Section 10 - Board Decisions: All board actions and decisions shall be made by a majority vote of the Board unless otherwise specified.
Section 11 - Directors and responsibilities: There shall be four Directors, consisting of two Co-Presidents, Secretary, and Treasurer. Their responsibilities are as follows:
The Co-Presidents shall
1. Be familiar with these by-laws and see that they are followed, enforced, or amended.
2. Convene regularly scheduled Board Meetings and preside or arrange for another Director to preside at each meeting.
3. Create the agenda for Board Meetings and Member Meetings. The agenda shall include opportunities to discuss old business, introduce new business, and a review of the previous meeting's minutes.
4. Speak on behalf of HLCNY when a group spokesperson is necessary.
5. Respond to inquiries regarding HLCNY agenda and positions.
6. Assume responsibilities created by vacancies on the Board until the positions are filled.
7. Keep a file that includes all information concerning the Co-Leader position. Pass the file on to the next Co-Leader.
8. Delegate these responsibilities as necessary.
The Secretary shall
1. Be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board Meetings.
2. Send out meeting announcements as described in Article IV, Section 8 and Article III, Section 2.
3. Distribute copies of minutes and the agenda to each Director.
4. Assure that any necessary records are maintained.
5. Keep a file that includes all information concerning the Secretary position, including all meeting minutes. Pass the file on to the next Secretary.
6. Delegate these responsibilities as necessary.
The Treasurer shall
1. Deposit the funds of HLCNY with the financial institution designated by the Board and disburse funds under the direction of the Board in accordance with the budget.
2. Deposit checks within two weeks of receiving them.
3. Make a financial report showing income, expenditures, pending income, and anticipated expenditures at each regular Board Meeting.
4. Prepare the annual budget and approve non-budgeted expenditures.
5. Keep accurate records of all incoming and outgoing money.
6. Observe a fiscal year of beginning March1.
7. Keep a file that includes all information concerning the Treasurer position. Pass the file on to the next Treasurer.
8. Present all records to the internal audit committee for review annually. The audit committee will be comprised of any member who wished to be part of the committee provided they meet the membership requirements provided in Article II, Section 1.
8. Delegate these responsibilities as necessary.
Section 12 - Vacancies: When a vacancy on the Board exists mid-term the vacancy will be filled only through the next Member Meeting, at which time the position will be filled by a member vote as described in Article III.
Section 13 - Resignation, termination, and absences: Resignation from the Board must be in writing and received by the Secretary. A Director shall be terminated from the Board due to a failure to renew HACNY Membership or due to excessive absences, meaning more than four unexcused absences from Board Meetings in a year. A Director may be removed for cause by unanimous vote of the remaining directors.
ARTICLE V - TEAMS Section 1 - Volunteer teams and positions: The Board may create teams as needed for functions such as fundraising, special events, public relations, data collection, etc. Team leaders are volunteers approved by the Board.
ARTICLE VI - DISSOLUTION Section 1 - Dissolution procedure: Any action to dissolve HLCNY must be approved by two-thirds (2/3) quorum at a Member Meeting called to specifically consider such action, for which written notice has been issued to all members.
Section 1 - Distribution of property: If HLCNY at its own option, shall cease to exist, all property shall be transferred to a not-for-profit all-inclusive homeschool support organization selected by the members by a majority vote at the Member Meeting.
ARTICLE VII - AMENDMENTS Section 1 - Amendments: These by-laws may be amended by two-thirds majority of the members present at a properly announced (Article III Section 2) meeting. Proposed amendments must be submitted in writing to the Secretary not less than three weeks before a Member Meeting.
CERTIFICATION
These by-laws were approved on March 17, 2009.
The effective date of these by-laws shall be March 17, 2009 .