Food Justice Foundation (FJF) is a New Jersey 501c3 non-profit created by a group of Princeton University students in the Princeton Social Entrepreneurship Lab in 2010.
FJF’s mission is to improve access to sufficient, safe and functional food in underserved communities by promoting ventures which increase community self-reliance. We are committed to providing a broad range of services and sharing our knowledge and passion with our beneficiaries and other organizations with compatible missions in order to inspire, educate and provide underserved communities with solutions to food security issues.
The FJF Team
Executive Director Taylor Behmke studies political philosophy at Princeton. The idea for FJF was born out of his experience with specialty food coops as well as an interest in economics and social entrepreneurship. Among Taylor’s relevant accomplishments, he helped write legislation to create business incubators in Brazil’s underdeveloped regions at President Lula’s economic planning agency, the Ministry of Strategic Affairs. (firstname.lastname@example.org)
Development Director and President of the Board Kelly Reilly studies media theory and aesthetics at Princeton. She has experience launching a successful fund-drive for the Princeton University’s radio station and is on the committee for the Princeton Terrace Club capital campaign. Kelly has work experience as a journalist and as a CSR consulting intern at Angel Ambiental. (email@example.com)
Treasurer Tucker Willsie studies public policy at Princeton and has an interest in renewable energy and sustainable development. He has experience operating a small distribution business and spent the last summer interning for Eris Capital Management, a financial services firm. Tucker is currently a consultant for Oliver Wyman. (firstname.lastname@example.org)
Strategic Planning Director and Vice-President of the Board Tushar Gupta studies computer science and finance at Princeton. He is a prominent member of the committee for the Princeton Terrace Club capital campaign and has experience in operations and strategy as a consultant for McKinsey & Co. (email@example.com)
Information Technology Director Andrew Chong studies ecology and evolutionary biology at Princeton. He has had a long-standing interest in health as an EMT and founder of Princeton’s Jiu-Jitsu club. Andrew is in charge of FJF’s web development and online marketing strategies. (firstname.lastname@example.org)
Board Member Stephen Segura studies philosophy at Princeton. He also specializes in design and works at the university’s visual arts department.
Board Member Jay Behmke is a lawyer and successful entrepreneur with 30 years of experience serving on the boards of fledgling non-profits.
Board Member Olin Noren is an executive-chef with special interest in organic food and has close relationships with many local farmers and distributors.
FJF’s primary enterprise is to provide services for the organization and operation of large buying clubs and school fundraisers that essentially enable people to pre-order healthy produce on a weekly or bi-weekly basis at wholesale prices.
People pre-pay and pre-order healthy produce at wholesale prices with and pick it up at a pre-arranged distribution location and time. With the school fundraiser model, parents are able to raise money for their school and pick up their orders at the school when they pick up their child, saving them time. The money raised can be designated for healthy physical activities at the school to further contribute to a healthy lifestyle.
In addition to advising schools and community organizations on the initial organization of a buying club or produce fundraiser, FJF can regularly provide the following front and back end services:
- Pricing & Product Selection Advising
- Order Form Creation
- Marketing Materials
- Accounting services
FJF has partnered with A Better Way (a 501c3 that works to counsel, train and find work for ex-cons) to train and organize individuals to work as food brokers at the Philadelphia Wholesale Produce Market to pick high quality produce at good prices, transport it and break it down into individual orders.
FJF was incorporated on March 2nd, 2010 and has been operating in Trenton since July 2010. FJF has successfully completed 2 pilot projects in Trenton: a six-month weekly pre-order club at the Living Hope Church and a one-time Healthy Food Fundraiser at Hedgepeth-Williams Elementary school this past December 2010.
The Living Hope Community Buyers Club pilot project served 283 orders, distributed 6,200 lbs of produce and saved members of the buying club over $3,000.
The school fundraiser pilot project with the kindergarten class at Hedepeth-Williams garnered 9% participation (12 families). Assuming corresponding levels of participation, FJF would distribute close to $2,000 worth of produce (1,500 lbs) and raise $200 for the school ever distribution if the fundraiser was done with the whole school (800 students).
FOOD JUSTICE FOUNDATION
A New Jersey non-profit corporation
Bylaws Amended and Approved May 4th, 2011
ARTICLE 1 – NAME AND OFFICE
Section 1.1. The name of this corporation is Food Justice Foundation (hereinafter referred to as the “Corporation”). The Corporation was formed under the New Jersey Nonprofit Corporation Act (N.J.S.A. 15A:1-1 et seq.) (as amended from time to time, the “Act”). The principal offices of the Corporation shall be located at 974 Mercer Road, Princeton, NJ 08540 or at such other location as the Board of Trustees may hereafter designate.
ARTICLE 2 – PURPOSES
Section 2.1. The Corporation is formed exclusively for religious, charitable, scientific, and educational purposes, all within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended or modified or replaced by any future United States internal revenue law (the “Code”), and not for pecuniary profit. Specifically, the Corporation was formed to improve access to sufficient, safe and functional food in underserved communities by promoting ventures which increase community self-reliance. The Corporation shall have and exercise all rights and powers as are now, or may hereafter be, conferred on or exercised by nonprofit corporations under the Act, other laws of the State of New Jersey or any other applicable laws, in furtherance of the Corporation’s purposes, including, but not limited to the following: (a) To solicit support of the Corporation’s activities from public or private sources; (b) To contract with other organizations, both for-profit and nonprofit, with individuals, and with governmental agencies in furtherance of these purposes; (c) To receive, administer, hold and invest funds for the purposes of the Corporation, and to that end take and hold by bequest, devise, gift, grant, purchase, lease or otherwise, either absolutely or jointly with any other person, corporation or other entity, any property, real, personal, tangible or intangible or any undivided interest therein, without limitation as to amount of value; to sell, convey, transfer, fit or otherwise dispose of any such funds or property and to invest, reinvest, or deal with the principal or the income thereof in such manner as, in the judgment of the Trustees, will best promote the purposes of the Corporation; (d) To raise and distribute funds either directly or through related organizations or other organizations exempt from Federal tax under Section 501(c)(3) of the Code in furtherance of the Corporation’s purposes, subject to limitations on the nature and extent of such activities applicable to organizations exempt from Federal tax under Section 501(c)(3); and (e) To otherwise operate exclusively for charitable, religious, scientific or educational purposes within the meaning of the Code.
Section 2.2. Notwithstanding any other provision of these Bylaws, no part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Trustees, Officers, Directors or other persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of the purposes set forth herein. Furthermore, no Trustee, Director, or Officer shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation. Notwithstanding any other provision of these Bylaws, no substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided in Section 501(h) of the Code), and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office, except as otherwise permitted by the Code. Notwithstanding any other provisions of these Bylaws, the Corporation shall not carry on any activities not permitted to be carried on by (1) a corporation exempt from Federal income tax under Section 501(c)(3) of the Code (or the corresponding provision of any future United States Internal Revenue Law); or (2) a corporation, contributions to which are deductible under Section 170(c)(2) of the Code (or the corresponding provision of any future United States Internal Revenue Law).
Section 2.3 The specific purpose of the Corporation is to improve access to sufficient, safe and functional food in underserved communities by promoting ventures which increase community self-reliance. The Corporation will provide a broad range of services and shares its knowledge and passion with its beneficiaries and other organizations with compatible missions in order to inspire, educate and provide underserved communities with solutions to food security issues.
ARTICLE 3 – MEMBERS
Section 3.1. The Corporation shall have no Members.
ARTICLE 4 – TRUSTEES
Section 4.1. Number of Trustees. The Board of Trustees of the Corporation shall determine the number of Trustees of the Corporation, provided that the number of Trustees shall be not less than four (4) or more than eleven (11). The initial number of Trustees shall be six (6), and the initial Trustees of the Corporation shall be those individuals listed in the Corporation’s Certificate of Incorporation. At any annual meeting, the Board of Trustees may, by the affirmative vote of a majority of such Trustees, create one or more additional seats on the Board of Trustees up to the maximum number stated in these Bylaws and, at such meeting, appoint additional Trustees to fill such newly created seats, with such newly appointed Trustees to serve for a full two-year term commencing on the date of appointment and until their successor are duly appointed and qualified.
Section 4.2. Qualifications; Remuneration. All Trustees shall be at least eighteen years of age. Trustees need not be residents of the State of New Jersey or citizens of the United States. To be considered for election to the Board of Trustees, the person shall have evidenced a desire to render public service to the community and population served by the Corporation by serving on the Board of Trustees of the Corporation and shall not have an interest in the Corporation for financial gain. Persons who are involved in the administration of the Corporation and whose election and participation on the Board of Trustees have been duly authorized by these Bylaws shall also be eligible for election to the Board of Trustees. Trustees shall serve without remuneration, except that reasonable travel and other expenses properly incurred by a member of the Board of Trustees for the business and welfare of the Corporation shall be reimbursed from the Corporation’s operating funds.
Section 4.3. Powers and Duties. Subject to the provisions of these Bylaws and the Certificate of Incorporation of the Corporation, the Board of Trustees shall be responsible for the direction of the business and affairs of the Corporation, shall have control over the funds, property, estate, and all activities of the Corporation, provided that such activities are not inconsistent with the purposes of the Corporation as set forth in the Corporation’s Certificate of Incorporation, these Bylaws, and the laws and regulations of the Federal government and the State of New Jersey.
Section 4.4. Term. Trustees shall be appointed to serve for a term of two (2) years and until their successors are duly appointed and qualified. The terms of all Trustees shall commence on the date of the Board of Trustees’ annual meeting at which such Trustees are elected, or on the date of the special meeting called to elect such Trustee to fill a vacancy. There will be no limitation on the number of terms that a Trustee may serve. A sufficient number of Trustees shall be appointed so as to maintain the requisite minimum number of Trustees. The appointment of Trustees shall be pursuant to the procedure specified in Section 4.5.
Section 4.5. Appointment and Removal of Trustees. (a) Appointment. At the annual meeting of the Corporation’s Board of Trustees in order to fill the vacancies on the Board created by the expiration of any Trustee’s term, or at any annual or special meeting of the Board of Trustees in order to fill the vacancies on the Board arising out of the circumstances set forth in Section 4.6, the Board of Trustees shall appoint, as Trustees, the persons which have been approved by the affirmative vote of a majority of the Trustees present at such meeting. (b) Removal. A Trustee appointed by the Board of Trustees may be removed at any time by a majority vote of the Board of Trustees, except that the Trustee at issue shall be prohibited from voting on his or her removal. In the event of such removal, the Board of Trustees may appoint a replacement Trustee to fill the seat of the removed Trustee.
Section 4.6. Resignation and Removal. Any Trustee may resign at any time by giving written notice of resignation to the President or Secretary. Any such resignation shall be effective upon the Corporation’s receipt of such notice or at a subsequent time stated in such notice of resignation. Acceptance of such resignation by action of the Board of Trustees shall not be necessary to make it effective.
Section 4.7. Vacancies. A vacancy on the Board of Trustees shall be deemed to exist when a Trustee resigns from the Board, when a Trustee is removed, when a Trustee dies or becomes disabled or otherwise unable to serve, or when the minimum number of Trustees required by these Bylaws has not been met for other reasons. A replacement Trustee shall be appointed by a majority vote of the remaining Trustees. The Trustee elected by the Board of Trustees to fill a vacancy shall serve until the next succeeding annual meeting and until a successor is duly elected and qualified.
ARTICLE 5 – MEETINGS OF THE TRUSTEES
Section 5.1. Annual Meetings. The Board of Trustees shall hold no less than one (1) regular meeting each year on the first Monday in February of each calendar year, unless such other day or time is designated by the Board of Trustees. The Board of Trustees shall conduct all business as may be properly considered at such annual meetings, including the appointment of Trustees and officers. The notice of such annual meeting shall be given as set forth in Section 5.3.
Section 5.2. Special Meetings. Special meetings of the Board of Trustees may be called at any time by the President or at the written request of no less than two (2) Trustees, which request has been filed with the Secretary. Any such request shall state the purpose or purposes of the meeting and all Trustees shall be given notice of such special meeting as set forth in Section 5.3. The business to be transacted at any such special meeting of the Board of Trustees shall be limited to the purpose or purposes set forth in the notice of meeting.
Section 5.3. Notice of Meeting. At least ten (10) but not more than sixty (60) days’ prior written notice of any annual meeting, and not less than five (5) days’ but not more than sixty (60) days’ prior written notice of any special meeting, shall be given by the Secretary, by mail, with postage prepaid thereon, or by a reputable overnight courier, with delivery charges prepaid, addressed to each Trustee at the last address furnished to the Secretary. The notice shall state the date, hour and place of meeting, and in the case of a special meeting, the purpose or purposes of the meeting.
Section 5.4. Waiver of Notice. Written notice of any meeting need not be given to any Trustee who signs a written waiver of notice in person, whether before or after the meeting which waiver shall be filed by the Secretary with the minutes of the meeting. Attendance at or participation by teleconference in a meeting without protesting the lack of notice of such meeting shall constitute waiver of notice.
Section 5.5. Quorum. The presence in person of a majority of the Trustees entitled to vote shall constitute a quorum for action by the Trustees. Trustees present in person at a duly- organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Less than a quorum may adjourn any meeting.
Section 5.6. Adjourned Meetings. When a meeting is adjourned to another time and place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken and if the period of adjournment does not exceed ten (10) days in any one adjournment. At the adjourned meeting, the Trustees may only conduct the business as might have been transacted at the original meeting, unless a notice of the adjourned meeting specifying such other matters to be transacted is delivered to the Trustees.
Section 5.7. Action Without a Meeting by Unanimous Written Consent. The members of the Board of Trustees or any committee of the Board of Trustees may act without a meeting if, prior to or subsequent to such action, all members of the Board of Trustees or committee shall consent in writing to such action, such written consents to be filed with the minutes of the proceedings of the Corporation.
Section 5.8. Meeting by Telephone. The Board of Trustees or any committee of the Board of Trustees may participate in a meeting of the Board of Trustees or such committee by means of telephone conference call by which all persons participating are able to hear each other, provided that notice of such telephone conference call has been to all Trustees in accordance with Section 5.3.
Section 5.9. Absences. In the event that any Trustee shall fail to attend four (4) consecutive meetings of the Board of Trustees, the Board of Trustees, in its discretion, may direct the Secretary to notify such absent Trustee, by written notice, of his or her consecutive absences and to request a written explanation of such Trustee’s reasons therefor. Unless said Trustee, having received the Secretary’s notification, shall have tendered to the Secretary, before the next regular meeting of the Board of Trustees, a written excuse that in the judgment of the Board of Trustees is sufficient to excuse such absences, the Board of Trustees shall declare vacant the office of said absent Trustee, and the Secretary shall notify the absent Trustee, in writing, of such action.
Section 5.10. Voting. At all meetings of the Board of Trustees, each Trustee shall have one vote and all matters shall be determined by a majority vote of those Trustees present, except as otherwise required in the Certificate of Incorporation, by these Bylaws, or by law.
ARTICLE 6 – OFFICERS
Section 6.1. Composition and Qualification. The Officers of the Corporation shall be a President, a Vice President, a Treasurer, a Secretary and such other officers as the Board of Trustees may, from time to time appoint. The Board of Trustees shall be empowered to appoint such additional officers as it deems necessary from time to time for the proper operation of the Corporation, and all officers shall serve at the discretion of the Board of Trustees.
Section 6.2. Term of Office. The term of office of each Officer shall be for two (2) years, commencing the first day following his or her election at the annual meeting of Trustees, or until his or her successor is elected and takes office. An Officer elected by the Board of Trustees to fill a vacancy occurring between the annual meetings of Trustees shall take office immediately upon election and shall serve the remainder of the term of his or her predecessor or until his or her successor is elected and takes office.
Section 6.3. Nominations. The Board of Trustees may, but shall not be required, to form a Nominating Committee, which Nominating Committee shall recommend to the Board of Trustees at a special meeting a slate of officers to be voted upon by the Board of Trustees at its annual meeting. The names of the officers to be nominated shall be sent to the members of the Board of Trustees with the notice of meeting as provided in Section 5.4. Nominations, in addition to those so named, may be made by any Trustee from the floor at the Trustee’s annual meeting.
Section 6.4. Vacancies. If any office shall become vacant at any time for any cause, the vacancy may be filled for the unexpired term at any regular or special meeting of the Board of Trustees, provided the notice of meeting shall have set forth the name of the person to be nominated for such office.
Section 6.5. Resignation and Removal.
(a) Any officer may resign at any time by giving written notice of resignation to the President or the Secretary. Any such resignation shall take effect upon its receipt by the Corporation or at a subsequent time as shall be specified in such notice of resignation. Acceptance of such resignation by action of the Board of Trustees shall not be necessary to make it effective.
(b) The Board of Trustees, at any time, may remove any officer elected or appointed by the Board with or without cause. Any officer of the Corporation may be removed from office by the affirmative vote of a majority of the Trustees present at any regular or special meeting of the Board of Trustees, called for that purpose, notice of which shall have been given to such officer by the Corporation. If the officer is also serving as a Trustee then that officer/Trustee at issue shall be prohibited from voting on his or her removal. Such officer may elect to appear and to be heard at the meeting provided written notice of his or her request for such hearing has been given at least two (2) days before the date of the meeting.
Section 6.6. President. The President shall preside at all meetings of the Board of Trustees and on public occasions. The President shall acquaint himself or herself with the state, interest and wants of the Corporation, and in all ways by his or her reports and supervision seek to protect the property and promote the welfare and educational purposes of the Corporation. The President shall be an ex-officio member of all committees of the Board of Trustees. Provided that such action has been properly authorized by the Board of Trustees, the President may execute and deliver, or authorize other officers to execute and deliver, on behalf of the Corporation, agreements, certificates and other legal documents, and bind the Corporation to same, relating to the business and financial affairs of the Corporation. The President shall also be charged with seeing that all orders and resolutions of the Board of Trustees are carried into effect.
Section 6.7. Vice President. The Vice President shall, in the absence of the President or in the event of his or her death, inability or refusal to act, perform the duties of the President, and when so acting, shall have all the authority of, and be subject to all the restrictions upon, the President pursuant to the provisions of the Act, as amended from time to time, the Articles of Incorporation of the Corporation, as amended from time to time, these By-laws, as amended from time to time, and to the direction of the Board.
Section 6.8. Treasurer. The Treasurer shall be the principal fiscal officer of the Corporation. He or she shall have custody of all monies and securities of the Corporation and shall make such disbursements of the funds of the Corporation as are proper and in accordance with the charitable or educational purposes of the Corporation. In addition, the Treasurer shall insure that a true and accurate accounting of the financial transactions of the Corporation is made in accordance with generally accepted accounting principles. He or she shall also provide general direction to the development of the Corporation’s financial objectives, plans, and policies. If the Board of Trustees appoints a Finance Committee, the Treasurer shall act as Chair of the Finance Committee.
Section 6.9. Secretary. The Secretary shall keep full minutes of all meetings of the Board of Trustees. The Secretary shall attend all sessions of the Board of Trustees, shall act as Clerk thereof and record all votes and the minutes of all proceedings in a book kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the Board of Trustees and shall notify officers and members of the Committees of their election or appointment and shall in general perform such other duties as may be prescribed by the Board of Trustees. The Secretary shall conduct the correspondence of the Board of Trustees under direction of the Board of Trustees. The Secretary shall, with the President, the President, or other officer expressly authorized, sign legal papers, contracts or certificates requiring the Seal of the Corporation; he or she shall have custody of the Seal of the Corporation and shall affix the Seal in the name of the Corporation whenever required.
ARTICLE 7 – COMMITTEES
Section 7.1. Composition; Appointment; Term; Vacancy; Removal. (a) The Board of Trustees, by resolution duly adopted by a majority of the members of such Board, may appoint from among the current Board of Trustees an executive committee or one or more other committees. The resolution appointing each such committee shall specify the number of members of such committee, the authority that such committee may exercise on behalf of the Board of Trustees, and the term of such committee’s existence. (b) Each committee member shall serve on such committee for one (1) year and until his or her successor is duly qualified and appointed. The Board shall reappoint the members of each committee of the Board at each annual meeting of the Board, following the general election of Trustees. (c) The Board of Trustees, by a majority vote, may, at any time, fill any vacancy on a committee, appoint one or more Trustees to serve as alternate members of a committee to act in the absence or disability of members of the committee, with all the powers of the absent or disabled committee member, abolish any committee at the Board’s pleasure, and remove any Trustee from membership on a committee at any time, with or without cause.
Section 7.2. Committee Procedures. All committees shall keep minutes of their proceedings and make formal reports in writing to the Board of Trustees at the next regularly scheduled meeting of the Board of Trustees.
Section 7.3. Committee Quorums; Voting. The presence in person of a majority of the members of any committee entitled to vote shall constitute a quorum for action by such committee. The assent of the majority of members present at any committee meeting shall be required to make their action valid. Unless the resolution of the Board of Trustees grants a committee the full authority to take certain actions, any action by a committee shall not be effective until approved by the Board of Trustees.
Section 7.4. Prohibited Actions. Notwithstanding anything to the contrary in these Bylaws, no Board committee shall have the authority to take any of the following actions without the approval of the Board of Trustees: (a) To make, alter or repeal the Certificate of Incorporation of the Corporation, or any Bylaw of the Corporation; (b) To elect or appoint any officer or Trustee, or remove any officer or Trustee; (c) To make any grants or distributions of funds; or (d) To amend or repeal any resolution previously adopted by the Board of Trustees.
ARTICLE 8 – INDEMNIFICATION OF TRUSTEES AND OFFICERS
Section 8.1. Third Party Actions. Any person who was, or is, or hereafter shall be a Trustee or officer (hereinafter referred to as a “corporate agent”) of the Corporation shall be indemnified by the Corporation against the reasonable costs, disbursements and counsel fees (hereinafter “expenses”) and liabilities paid or incurred in satisfaction of any judgment, fine, penalty or settlement (hereinafter “liabilities”) in connection with any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein (hereinafter “proceeding”) involving the corporate agent by reason of his or her being or having been such a corporate agent other than a proceeding by or in the right of the Corporation, if (a) such corporate agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; and (b) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere or its equivalent, shall not of itself create a presumption that such corporate agent did not meet the applicable standard of conduct set forth in this section.
Section 8.2. Action by or in the Right of the Corporation. The Corporation shall indemnify a corporate agent against his or her expenses in connection with any proceeding by or in the right of the Corporation to procure a judgment in its favor which involves the corporate agent by reason of his or her being or having been such corporate agent, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation. However, in such proceeding no indemnification shall be provided in respect of any claim, issue or matter as to which such corporate agent shall have been adjudged to be liable for negligence or misconduct, unless and only to the extent that the court in which such proceeding was brought shall determine upon application that despite the adjudication of liability, but in view of all circumstances of the case, such corporate agent is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.
Section 8.3. Mandatory Indemnification. The Corporation shall indemnify a corporate agent against expenses to the extent that such corporate agent has been successful on the merits or otherwise in any proceeding referred to in Section 8.1 and 8.2 of these Bylaws in defense of any claim, issue or matter therein.
Section 8.4. Procedure for Effecting Indemnifications. Any indemnifications under Section 8.1 of these Bylaws and, unless ordered by a Court, under Section 8.2 of these Bylaws, may be made by the Corporation only as authorized in a specific case upon a determination that indemnification is proper in the circumstances because the corporate agent met the applicable standard of conduct as set forth in Section 8.1 or in Section 8.2 of these Bylaws. Such determination shall be made (a) by the Board of Trustees, acting by a majority vote of a quorum consisting of the Trustees who were not parties to or otherwise involved in the proceeding, or (b) if such a quorum is not obtainable or, even if obtainable, and such quorum of the Board of Trustees by a majority vote of the disinterested Trustees so directs, by independent legal counsel, in a written opinion, such counsel to be designated by the Board of Trustees.
Section 8.5. Advancing Expenses. Expenses incurred by a corporate agent in connection with a proceeding may be paid by the Corporation in advance of the final disposition of the proceeding if authorized in the manner provided in Section 8.4 of these Bylaws upon receipt of an undertaking by or on behalf of the corporate agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified as provided in these Bylaws.
Section 8.6. Scope of Bylaws. The indemnification provided by this Article 8 shall apply to (a) the corporate agent and the legal representative or representatives of the corporate agent and (b) shall not exclude any other rights to which a corporate agent may be entitled under the Certificate of Incorporation or Bylaws of the Corporation or by agreement or otherwise.
ARTICLE 9 – FISCAL YEAR AND AUDIT
Section 9.1. Fiscal Year. The Fiscal Year of the Corporation shall be the calendar year.
Section 9.2. Audit. An annual audit in accordance with generally accepted auditing standards by independent certified public accountants shall be made of the financial condition and results of operation of the Corporation
ARTICLE 10 – AMENDMENT OF CORPORATE DOCUMENTS
Section 10.1. Amendment of Certificate of Incorporation. The Corporation’s Certificate of Incorporation may only be amended, supplemented, restated, revised or repealed by a vote of a majority of the members of the Board of Trustees.
Section 10.2. Amendment of Bylaws. These Bylaws may be amended, supplemented, restated, revised or repealed by a majority vote of the members of the Board of Trustees.
ARTICLE 11 – NONDISCRIMINATION
Whenever reference in these Bylaws is made to the masculine pronoun or proper noun, it should be construed to include both the masculine and the feminine gender. In addition to its affairs and conduct of its business, the Corporation shall not discriminate as to any person on account of age, race, creed, color, sex, marital status, national origin or handicap.
ARTICLE 12 – FORCE AND EFFECT
Section 12.1. These Bylaws are subject to the provisions of the Act and the Certificate of Incorporation of the Corporation, as such corporate documents may be amended from time to time. If any provision of the Bylaws is inconsistent with a provision in the Act or in the Certificate of Incorporation, the provision of the Act or the Certificate of Incorporation shall govern to the extent of such inconsistency.
Section 12.2. The effective date of these Bylaws shall be the effective date of the filing of the Certificate of Incorporation of the Corporation, March 2nd, 2010.
ARTICLE 13 – PARLIAMENTARY GUIDE
Section 13.1. The Standard Code of Parliamentary Procedure by Alice Sturgis, as amended from time to time, shall be the Corporation’s parliamentary guide, and shall govern procedures of the Board of Trustees when not in conflict with the provisions of these Bylaws or any amendments thereto.