By-Laws of the Brookhaven Hamlet Foundation, Inc.

Adopted 5/2016

ARTICLE I
Name

The name of this corporation shall be the Brookhaven Hamlet Foundation, Inc. The business of the corporation may be conducted as the Brookhaven Hamlet Foundation, Inc. or Brookhaven Hamlet Foundation (hereinafter “Foundation”).

ARTICLE II
Purposes

The Foundation is formed for the charitable purposes of combating community deterioration, and more specifically to preserve the environment of the Brookhaven Hamlet community, foster the academic goals of certain students residing within the community and coordinate the protection of historic grounds within the community.

The Foundation will be operated exclusively for the purposes as stated herein and these purposes are exempt purposes as set forth in section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.

The Foundation shall have the power, directly or indirectly, alone or in cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes for which the Foundation is organized, and to aid or assist other organization or persons whose activities further accomplish, foster, or attain such purposes. The powers of the Foundation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether it be financial or in-kind contributions. The Foundation will continually seek significant and diversified public support to further its purposes and will keep a careful accounting of said public support.
ARTICLE III
Membership

The Foundation shall have no members.

The Board of Directors may approve classes of non-voting affiliates with rights, privileges, and obligations established by the Board. Affiliates may be individual, business, and other organizations that seek to support the mission of the Foundation. The Board, a designated committee of the Board, or any duly elected officer in accordance with the Board policy, shall have authority to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations. At no time shall affiliate information be shared or sold to other organizations or groups without the affiliate’s consent. At the discretion of the Board of Directors, affiliates may be given endorsement, recognition or media coverage at fundraising activities, other events or at the Foundation’s website.

ARTICLE IV
Board of Directors

4.01 The Foundation shall have a Board of Directors and officers solely and identical to those individuals concurrently serving on the Brookhaven Village Association Board (“BVA Board”).

4.02 All Foundation’s powers shall be exercised by or under the authority of the BVA Board and the affairs of the Foundation shall be managed under the direction of the BVA Board, except as otherwise provided by law.

4.03 Any action required or permitted to be taken by the BVA Board at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the BVA Board to use e-mail to approve actions, as long as a quorum of BVA Board members give consent.
ARTICLE V

Officers

5.01 The officers of the Foundation shall be identical to the BVA Board president, vice-president and secretary. The BVA Board may also appoint other directors as it deems expedient for the proper conduct of the business of the Foundation, each of whom shall have such authority and shall perform such duties as the BVA Board may determine. The officers and directors shall not receive any salary or compensation for services rendered to the Foundation.

5.02 The Treasurer shall be appointed annually and shall be identical to the Treasurer of the BVA Board. The Treasurer shall not receive compensation from the Foundation.

The duties of the Treasurer shall be to receive, collect, hold, and pay out all monies subject to the order of the BVA Board and to deposit them as designated by the BVA Board in the name of the Foundation; to keep a correct amount of all sums received (particularly information on its sources of support [contributions, grants, sponsorships, and other sources of revenue]) and expended, and to have the books open at all times to inspection by the BVA Board and to present to the BVA Board at each BVA Board meeting a statement of receipts and disbursements.

The Treasurer shall file annual tax returns as required by federal and state governments and shall hold said returns available for public inspection.

ARTICLE VI
Committees

The BVA Board may, by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the BVA Board. No committee, regardless of BVA Board resolution, may:

  • Take any final action on matters which also requires BVA Board approval or approval of a majority of all directors;
  • Fill vacancies in the committees without approval of the BVA Board;
  • Amend or repeal Bylaws or adopt new Bylaws;
  • Amend or repeal any resolution of the BVA Board which by its express terms is not so amendable or repealable;
  • Expend Foundation funds
  • Approve any transaction to which the Foundation is a party

ARTICLE VII
Nonprofit Status and Exempt Activities Limitations

7.01 The Foundation is a New York non-profit public benefit corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.

7.02 Notwithstanding any other provision of these Bylaws, no director, officer employee or representative of this Foundation shall take any action or carry on activity by or on behalf of the Foundation not permitted to be taken or carried on by an organization exempt under Section 501©(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170©(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the Foundation shall inure to the benefit or be distributable to any director, officer or other private person, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.

7.03 The Foundation shall not attempt to influence legislation as a substantial part of its activities, and will not participate in any activity for or against political candidates.

ARTICLE VII

Contracts, Checks, loans, and Related Matters

8.01 Except as otherwise provided by the resolution of the BVA Board, all contracts, grants, awards and other agreements of the Foundation shall be executed on its behalf by the Treasurer or other persons to whom the BVA Board has delegated authority to execute such documents in accordance with policies approved by the BVA Board.

8.02 All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Foundation shall be signed by such officer or officers as determined by the BVA Board.

8.03 All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depository as the BVA Board may select.

8.04 No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the BVA Board. Such authority may be general or confined to specific instances.

8.05 The application and related documents filed in connection with request for 501(c)(3)status shall be available for public inspection.

ARTICLE IX
Dissolution

Upon dissolution of the Foundation, the BVA Board shall, after paying or making provision for payment of all liabilities of the Foundation, including the costs and expenses of such dissolution, dispose of all assets of the Foundation exclusively for the exempt purposes of the Foundation or distributed to an organization described in Section 501 © (3) of the Internal Revenue Code 1986 or the corresponding provisions of any future federal law, as shall be selected by the BVA Board. None of the assets will be distributed to any officer or director of the BVA Board. Any such assets so disposed of shall be disposed of by, and in the manner designated by the state court having jurisdiction over the matter.

ARTICLE X
Indemnification

Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this Foundation shall be indemnified and held harmless by the Foundation to the fullest extent authorized by law as it now exists or may be subsequently amended but in no case any such amendment, only to the extent that such amendment permits the Foundation to provide broader indemnification rights.

The Treasurer is not a director or officer of the Foundation but is entitled to mandatory indemnification under this Article to the same extent as a director or officer.

ARTICLE XI
Miscellaneous

11.01 The Foundation shall keep correct and complete books and records of account and a record of all activities both financial and nonfinancial. In addition, the Foundation shall keep a copy of the Foundations’ Articles and Incorporation and Bylaws as amended to date.

11.02 The fiscal year of the Foundation shall be from January 1 to December 31 of each year.

11.03 The BVA Board shall adopt and periodically review a conflict of interest policy to protect the Foundation’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, affiliate or member of a committee with BVA Board delegated powers.

11.04 The officers, directors, and persons served by this Foundation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin and sexual orientation. It is the policy of the Foundation not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion or national origin.

11.05 These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the BVA Board then in office or at a meeting of the BVA Board, provided however,

(a) that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as an exempt corporation under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and

(b) that an amendment does not affect the voting rights of the BVA Board; and

(c) that all amendments be consistent with the Articles of Incorporation

I do hereby certify that the above stated Bylaws of the Brookhaven Hamlet Foundation, Inc. were approved by the BVA Board of Directors on May 11, 2016, and constitute a complete copy of the Bylaws of the Foundation.