Interference Archive is incorporated through the Board of Regents of the Education Department of the State of New York, and has non-profit status. Our bylaws, last updated November 8, 2021, are shared below. Questions about why we’ve chosen to formalize through incorporation this way? Feel free to get in touch!
BY-LAWS OF INTERFERENCE ARCHIVE (A NEW YORK NOT-FOR-PROFIT CORPORATION)
Amended November 8, 2021
ARTICLE I: NAME
This corporation is and shall be known as Interference Archive (the “Archive”).
ARTICLE II: MEMBERS
This Corporation shall have no members.
ARTICLE III: OFFICE
The principal office of the Corporation shall be in Kings County, State of New York. The Corporation may also have offices at such other places as the Board may from time to time determine or the business of the Corporation may require.
ARTICLE IV: TRUSTEES
Section 4.1. Powers. The business and affairs of the Corporation shall be managed the Board of Trustees (the “Board”), except as may be otherwise provided by law. Trustees will be responsible for managing all aspects of the Corporation’s activities.
Section 4.2. Qualifications. To qualify to be a Trustee, an individual shall be at least eighteen (18) years of age.
Section 4.3. Number. The number of Trustees which shall constitute the whole Board of Trustees shall not be less than three (3) nor more than thirty-one (31). Within such limits, the number of Trustees may be fixed from time to time by an Action of the Board using the process for deciding whether to take an Action described in Section 4.9 below. The “entire Board” shall consist of the number of Trustees that were elected as of the most recently held election of Trustees.
Section 4.4. Selection. Trustees will be selected by an Action of the current Board of Trustees using the process for deciding whether to take an Action described in Section 4.9 below.
Section 4.5. Term of Office. Trustees shall hold office for two-year terms. Trustees may serve any number of consecutive terms.
Section 4.6. Classes of Trustees. The initial Trustees shall be Trustees named in the Interference Archive Certificate of Incorporation. They shall serve until the Organization Meeting. At the Organization Meeting, there shall be two classes of Trustees selected using the process for deciding whether to take an Action described in Section 4.9 below:
- One class of Trustees shall be elected to serve one one-year term (“Odd-Numbered-Year Trustees”), so their positions will be up for selection once more in the following year;
- The second class of Trustees shall be elected to serve one two-year term (“Even-Numbered-Year Trustees”), so their positions will be up for selection once more in two years.
Each class of Trustees should contain as nearly equal a number as possible.Section 4.7. Quorum. At all meetings of the Board, a majority (50% +1), of the total number of Trustees existing at the time of the meeting, present in person or by proxy, shall constitute a quorum for the transaction of business. If quorum is not met, decisions from the meeting shall not be actions of the Archive.
Section 4.8. Participation. Any member of the Board or any committee thereof may participate in a meeting of the Board or committee by telephone, video teleconferencing, or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 4.9. Action by the Board of Trustees. Action may be taken with written or electronic consent, setting forth the action to be taken, signed by all of the Trustees without a meeting. At all meetings of the Trustees, action may be taken when
- a) all Trustees agree to the action in a discussion, or
- b) Section
4.10. Resignation, Removal, Vacancies; Special Elections.
- a) Resignation. Any Trustee may resign from office at any time. Such resignation shall be made in writing, or by electronic mail, to all Trustees and shall take effect at the time specified therein; and if no time be specified, at the time of its receipt. The acceptance of a resignation by the Board shall not be necessary to make it effective, but no resignations shall discharge any accrued obligation or duty of a Trustee.
- b) Removal by Trustees. Any and all Trustees may be removed at any time with Cause by an Action of the Board, provided that there is a Quorum of not less than a majority present at the meeting of Trustees when such action is taken, and that at least one week’s notice of the proposed action shall have been given to the entire Board.
The definition of “Cause” includes, but is not limited to, missing more than one-third of Board meetings held in a calendar year. The Board shall Act to determine if an action by a Trustee constitutes Cause. If the Board determines the action(s) constitutes Cause, the Board shall deliberate a removal of the Trustee using the process for deciding whether to take an Action described in Section 4.9 above.
- c) Special Elections for Newly Created Trusteeships and Vacancies. Newly created Trusteeships and vacancies among the Trustees for any reason may be filled using the process for deciding whether to take an Action described in Section 4.9 above.
Section 4.11. Annual Meetings of the Board. Annual meetings of the Board (“Annual Meeting”) may be held at such places within or without the State of New York and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given.
Section 4.12. Special Meetings of the Board. Trustees will meet regularly to discuss daily operations of the archive and to address larger organizational issues. Regular meetings of the Board shall be held whenever called by a minimum of one Trustee, in each case at such time and place as shall be fixed by the person(s) calling the meeting.
Section 4.13. Notice of Meetings. Written notice of the place, date and time of the Annual Meeting of the Board shall be given to each Trustee by mailing the notice by first class mail, electronic mail, fax, or by personal delivery, not less than five nor more than fifty days before the date of the meeting.
Notice of Special Meetings of the Board shall be given to each Trustee notice by first class mail, electronic mail, fax, or by personal delivery not less than twenty four (24) hours nor more than one hundred and eighty (180) days before the date of the meeting and shall indicate the place, date and time of the meeting, as well as the purpose for which they are called and the persons calling the meeting.
A written agenda stating all matters upon which action is proposed to be taken at an Annual or Special Meeting of the Board and, to the extent possible, copies of all documents on which action is proposed to be taken, shall be given to each Trustee by mailing the notice by first class mail, electronic mail, fax, or by personal delivery at least seven days before the day on which the meeting is to be held, or whenever notice of the meeting is given, whichever is shorter.
Notice of a meeting need not be given to any Trustee who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. No notice need be given of any adjourned meeting.
Section 4.14. Organization. A Facilitator shall preside at all meetings of Trustees of the Archive. The Facilitator for all Annual and Special Meetings of the Board of Trustees shall be selected by an Action of the Board at the start of the meeting. The Facilitator must appoint any person to act as Secretary of the meeting.
Section 4.15. Compensation. No compensation shall be paid to Trustees in his or her capacity as a Trustee. If a person holds a position as a Trustee on the Board and holds a position as an Employee or Contractor, he or she may only be compensated for the service(s) he or she renders as an Employee or Contractor, not as a Trustee.
Section 4.16. Standing Items For Review. The following items will be included in the Annual Meeting agenda for review, when they are available: Annual operating budget; Policies and Procedures; Executive Performance and Compensation; Fundraising Plan; Internal Controls; Fiscal Controls; Form 990; Program Operations and Performance Outcomes; Annual Audit.
ARTICLE V: OFFICERS, EMPLOYEES, AGENTS
Section 5.1. Number and Qualifications. The Officers, Employees or Agents of the Corporation shall be a such, if any, as the Board of Trustees may appoint from time to time using the process for deciding whether to take an Action described in Section 4.9 above.
- Chairperson: oversees Board meetings, calls special meetings if necessary
- Secretary: makes sure complete records are kept of all Board meetings; reviews Board minutes
- Treasurer: Understands finance keeping for nonprofits; manages the financial responsibilities of the organization; makes sure financial reports are available to the Board and others as necessary
Section 5.2. Removal. Any Officer, Employee, or agent of the Corporation may be removed with cause using the process for deciding whether to take an Action described in Section 4.9 above.
ARTICLE VI: BOOKS & RECORDS
There shall be kept at the office of the Corporation correct books of account of the activities and transactions of the Corporation including the minute book, which shall contain a copy of the charter, Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board. All books and records can be kept either in print copy or electronically.
ARTICLE VII: COMMITTEES
Section 6.1. Standing Committee. A standing committee is one that will have responsibilities on an ongoing basis. Standing Committees shall be made up of at least TWO Trustees and any other Volunteers interested in participating in the work of the Committee. The members of such committees shall be appointed by the Board. Standing Committee may be delegated all the authorities of the Board except as to the following matters:
- Selection of Trustees
- The filing of vacancies on the Board or any committee; and
- The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable; and
- Amendment of Certificate of Incorporation and/or Bylaws.
Section 6.2. Special Committees. A special committee is one limited in responsibilities by duration of the project. Special Committees may be created by the Board at any time for any project following the same procedure outlined above for Standing Committees. Special Committees do not have the authority to take an Action of the Corporation.
Section 6.3. Advisory Committees. The Board may appoint from time to time any number of person as advisors of the Corporation to act either singly or as a committee or committees of the Corporation. Each advisor shall hold office during the pleasure of the Board and shall have only the authority or the obligations as the Board may from time to time determine.
No advisor to the Corporation shall receive, directly or indirectly, any salary or compensation for any service rendered to the Corporation, except that the Board may authorize reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the Corporation.
ARTICLE VIII: CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS
The Board of Trustees is authorized to select the banks or depositories it deems proper for the funds of the Corporation and shall determine who shall be authorized on the Corporation’s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidences of indebtedness, to enter into contracts or to execute and deliver other documents and instruments.
All checks or demands for money shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.
ARTICLE IX: FISCAL YEAR
The fiscal year of the Corporation shall be January 1st through December 31st.
ARTICLE X: AMENDMENTS
These Bylaws may be amended or repealed using the process for deciding whether to take an Action described in Section 4.9 above.
ARTICLE X: NON-DISCRIMINATION
In all of its dealings, neither the Corporation nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, ethnicity, national origin, marital status, sexual preference, mental or physical ability or any category protected by state or federal law.
ARTICLE XI: INDEMNIFICATION AND INSURANCE
Section 11.1. Indemnification. The Corporation shall not indemnify Trustees except to the extent required by the law.
Section 11.2. Insurance. The Corporation shall have the power to purchase and maintain all insurance policies deemed to be in the best interest of the Corporation including insurance to indemnify the Corporation for any obligation which it incurs as a result of its indemnification of Trustees, Officers and employees pursuant to Section 11.1 above, or to indemnify such persons in instances in which they may be indemnified pursuant to Section 11.1 above.
ADOPTED AND APPROVED by the Board of Trustees on this 8th day of November, 2021.