BY-LAWS LIVINGSTON COUNTY CARES, INC.
ARTICLE I - NAME AND PURPOSE
Livingston County Cares, Inc. (hereafter CARES) is a 501(c)(3) Not for Profit Corporation. CARES’ mission is to help communities and individuals locally, regionally, statewide, nationwide and globally in humanitarian projects including disaster relief and recovery efforts. CARES also provides a resource and information repository for individuals and organizations wishing to contribute to disaster recovery efforts.
CARES is committed to a policy of full opportunity to participate in its programs without discrimination or preference on the basis of race, ethnicity, religion, gender, age, sexual orientation, marital status, or mental and/or physical ability.
ARTICLE II - MEMBERSHIP
CARES membership is comprised of all individuals or groups that support the mission of CARES through the investment of time, skills, and resources and may include the following:
A. BOARD OF DIRECTORS - By virtue of their role and responsibility, all CARES Board Directors are members.
B. STUDENTS - Any student enrolled at SUNY Geneseo or affiliated with the college through student activities AND who participates in qualifying community service events sponsored by CARES are deemed members. Qualifying events are determined and published by the Board of Directors.
C. SPONSORS - Community or college individuals and groups that support CARES through annual financial contributions are members. Direct service to CARES may be considered in lieu of financial support. A schedule of suggested annual contributions and recognition for sponsors may be established and published by the Board of Directors.
D. HONOREES AND EMERITI - The Board of Directors may bestow membership to individuals or groups that have made significant and longstanding contributions to the work of Livingston CARES.
E. ALUMNI - Former students who participated in CARES events while enrolled at or after graduation from SUNY Geneseo are eligible for membership through annual financial contributions to support the ongoing work of CARES. A schedule of suggested annual contributions and recognition for alumni may be established and published by the Board of Directors.
ARTICLE III - BOARD OF DIRECTORS
A. DUTIES AND POWERS
The Board of Directors is the governing body of CARES with the power and duty to establish and authorize policies, plans, programs, rules and budgets regarding the business and affairs of the organization and the implementation thereof. It ensures the organization complies with all pertinent external and internal legal and policy requirements.
Board Directors are expected to regularly attend Board meetings and participate actively on committees. Regular absences from Board meetings without notification to and approval from the Board Chair / President may constitute just cause for removal from the Board.
B. NUMBER OF DIRECTORS
The Board of Directors comprises a minimum of 13 and a maximum of 21 voting directors elected be
a majority vote of all filled Board seats at its Annual Meeting.
C. TERMS OF OFFICE
Board Directors are elected to serve terms of one, two or three years, unless such election is to fill an unexpired term of a vacancy. Student representatives on the Board serve one-year terms. The terms of Board Directors begin and end on the last day of SUNY Geneseo’s Spring semester.
If a vacancy occurs in a Board Director position before the end of its term, the vacancy may be filled by election at any meeting of the Board. Such election requires a majority vote of all filled Board seats and shall be for the remainder of the vacated term.
E. REMOVAL OF DIRECTORS
Any Board Director may be removed with just cause by a two-thirds vote of all filled Board seat
There shall be an Annual Meeting of the Board at such time and place as the Board of Directors may determine. The agenda for the Annual Meeting may include the election of Board Directors and Officers and receipt of the Board Chair / President’s Annual Report, and adoption of the annual budget.
The Board of Directors shall hold a minimum of four meetings (including the Annual meeting) per calendar year at such times and places as determined by the Board. Special meetings may be called by the Board Chair / President or by petition of three or more Board Directors with specific business outlined.
Notice of each meeting (including agenda) is to be communicated in writing by the Board Secretary to each Director at least three (3) days prior to the meeting
G. QUORUM AND VOTING
The quorum for the transaction of business by the Board of Directors is the presence in person of a majority of the filled Board of Directors seats. “IN PERSON” means physical presence or participation by audio or video means allowing all persons to hear each other at the same time.
Each Board Director has one vote and is entitled to vote at any meeting of the Board. Such vote must be cast in person. Voting by proxy or under power of attorney is not permitted.
The election of a Board Director or an Officer shall be through written secret ballot at the Annual Meeting, unless otherwise provided for in these By-laws. If an election is uncontested, a unanimous ballot may be authorized to be cast by the Board Secretary.
ARTICLE IV - OFFICERS
A. The Officers of the Board of Directors are elected from the Board of Directors and comprise the following positions.
1. Board Chair / President. The Board Chair / President presides over and conducts all meetings of the Board, and exercises all the powers and duties of the presiding officer in accordance with these By-laws. In recognition of the administrative support provided to CARES by SUNY Geneseo’s Center for Community, the Board Chair / President shall be a qualified individual from SUNY Geneseo serving in Leadership Education or as otherwise designated by the Board of Directors. The Board Chair / President acts as the Chief Executive of CARES and exercises such authority as reasonably necessary to perform those duties. The Board Chair / President issues an Annual Report to the Board of Directors at the Annual Meeting. The Board Chair / President is one of the officers authorized to carry out financial transactions per policy and approved actions of the Board of Directors.
2. Board Vice President. When the Board Chair / President is absent, the Vice President performs the duties of the Chair / President. The Vice President also assumes such other duties and powers as may be assigned by the Board Chair / President. The Vice President is one of the officers authorized to carry out financial transactions per policy and approved actions of the Board of Directors.
3. Treasurer. The Treasurer chairs the Finance Committee, and is responsible for overseeing the financial books and accounts of CARES and presents a financial report to the Board of Directors at each Board meeting. The Treasurer is one of the officers authorized to carry out financial transactions per policy and approved actions of the Board of Directors.
4. Secretary. The Secretary attends to correspondence and communication for the organization as deemed necessary by the Board, is the custodian of organizational records, and records the minutes of all Board meetings. In recognition of the administrative support provided to CARES by SUNY Geneseo’s Center for Community, the Secretary shall be a qualified individual from SUNY Geneseo serving in Volunteer Services or as otherwise designated by the Board of Directors. The Secretary is one of the officers authorized to carry out financial transactions per policy and approved actions of the Board of Directors.
B. TERMS OF OFFICE
All Officers of the Board are elected for a term of one year unless a special election is held to fill an
unexpired term of a vacancy. Officer elections (other than to fill unexpired vacancies) occur at the Annual
Meeting of the Board, and require a majority vote of all filled Board seats. The terms of Board Officers
begin and end on the last day of SUNY Geneseo’s Spring semester
If a vacancy occurs in a Board Officer position before the end of the Officer’s term, the Office is to be filled
1. Board Chair / President - The Vice President immediately assumes the office for the unexpired term
until a new Board Chair / President is elected. If vacancies occur in both the Board Chair / President
and Vice President positions, the Treasurer immediately assumes the office of Board Chair /President
until a new Board Chair / President is elected.
2. Other Officers of the Board - If a vacancy occurs in any officer position other than the Board Chair /
President, it may be filled for the unexpired term by special election at any meeting of the Board.
Such election requires a majority vote of all filled Board seats.
3. The Board of Directors may choose to leave an officer position other than the Board Chair /
President temporarily vacant. The Board may also authorize an officer to temporarily perform the
duties of another officer, in part or in whole, under exceptional circumstances as long as said
activities are not deemed a conflict for the organization.
D. REMOVAL OF OFFICERS
An Officer of the Board may be removed with just cause by a two-thirds vote of all filled Board seats.
ARTICLE V - COMMITTEES
A. EXECUTIVE COMMITTEE
The Executive Committee is a board committee of the Board of Directors. It comprises all Officers of the
Board of Directors, the Governance Committee Chair and two at-large Directors appointed by the Board
Chair / President. The Board Chair / President leads the Executive Committee.
The Executive Committee exercises the authority of the Board between meetings except: the filling of Board
and Officer vacancies; and amending, adopting, or repealing the By-laws. It periodically evaluates the
committee structure of the Board to ensure efficient and effective operation.
The Executive Committee keeps minutes of its meetings, and reports its actions at every Board of Directors
meeting that following
B. GOVERNANCE COMMITTEE
The Governance Committee is a board committee of the Board of Directors. The committee chair and members are appointed by the Board Chair / President.
The Governance Committee manages continuous efforts to identify qualified individuals to serve on the
Board of Directors and as Officers. It recommends candidates to the Board for all Director and Officer
vacancies. The Governance Committee promotes effective succession planning for Board leadership
positions, and maintains information on board terms.
On behalf of the full Board, the Governance Committee coordinates periodic evaluations of Board and board member performance. It provides information and material for Board training and improvement including orientations for new Board members as appropriate.
The Governance Committee reviews the organization’s compliance with relevant federal and state policies and law, and recommends updates and changes to maintain compliance.
C. FINANCE COMMITTEE
The Finance Committee is a board committee of the Board of Directors. The Treasurer is the committee
Chair, and its members are appointed by the Board Chair / President.
The Finance Committee oversees the integrity of CARES’ financial affairs, and ensures proper reporting and
budgeting. The committee presents the organization’s annual budget to the Board of Directors.
The Finance Committee may establish an Audit Subcommittee to oversee the organization’s annual financial audit / review that is conducted by an independent contractor retained by CARES. The Board Chair / President appoints the Audit Subcommittee Chair and its members who are not required to be Finance Committee members. The Finance Committee Chair may not simultaneously serve as Audit Subcommittee Chair or as a subcommittee member to avoid any potential conflict of interest.
D. OTHER COMMITTEES
The Board of Directors or the Board Chair /President may establish other committees as deemed appropriate to fulfill the purposes of the organization. The membership and chairs of such committees are appointed by the Board Chair / President and may include non-Directors whose expertise is valuable to the performance of committee duties.
ARTICLE VI - SALARIES
No Officer or Board Director shall for any reason be entitled to receive any salary or compensation except
reimbursement for reasonable documented expenses incurred.
ARTICLE VII - INDEMNIFICATION
CARES shall indemnify and hold harmless any Director, Officer or volunteer from any suit, damage, claim,
judgment, or liability arising out of, or asserted to arise out of the conduct of such person in his/her capacity
except as to cases involving willful misconduct. The Board of Directors shall ensure that CARES purchases
adequate insurance to satisfy this obligation.
ARTICLE VIII - CONFLICT OF INTEREST
CARES shall maintain a written Conflict of Interest policy that will:
1. Define the circumstances that constitute a conflict of interest, and prescribe procedures for disclosing
such conflicts to the Board of Directors.
2. Prohibit individuals with conflicts of interest from attending or participating in any Board or
committee deliberations, or vote on matters pertaining to such conflicts.
3. Prevent any individual with conflicts of interest from improperly influencing formal or informal
Board deliberations pertaining to such conflicts.
4. Provide procedures to document the existence of conflicts of interest, and their resolution.
A Conflict of Interest disclosure statement must be signed annually by each Board Director, and be on file with CARES
ARTICLE IX - DISSOLUTION
In the event that CARES is dissolved as a Corporation within the State of New York and ceases to exist for
the purposes stated in these Bylaws, a certificate of dissolution shall be filed accordingly. Any assets shall be
distributed according to approved authorizations by the Board of Directors at a special meeting called for
ARTICLE X - AMENDMENT
The Board of Directors may amend or revise these By-laws upon the majority vote of all filled Board seats.
This may be done at any meeting of the Board, provided that written notice setting forth the proposed revisions
or amendments is given at least 15 days before such meeting.
Approved by the Board of Directors on:
rev. December 5, 2019
rev. October 21, 2020
rev. OCTOBER 20, 2016