Girl Scouts of Western New York, Inc.
BYLAWS
June 2009
ARTICLE 1. - THE COUNCIL
1.1. COUNCIL
The Council shall be known as the "Girl Scouts of Western New York", Inc. and referred to herein as "the Council" a not-for-profit Council organized under the laws of the state of New York.
1.2. PURPOSE
To make available to girls under its jurisdiction the program, practices, and standards of Girl Scouting as offered by the Girl Scouts of the United States of America (GSUSA) as stated in the Certificate of Incorporation.
1.3. MEMBERSHIP
1.3.1. All voting members shall be fourteen (14) years of age or older and be registered members of the Girl Scout movement.
1.3.2. Voting members of the Council shall consist of:
a. Council Delegates from Representative Area;
b. Members of the Board of Directors;
c. Members of the Council Board Development Committee;
d. National Council Delegates;
e. Past Council Presidents of Girl Scouts of Western New York.
1.3.3. The Council shall have no greater than seventy-five (75) delegates based on a fair and equitable representation.
1.3.4. At no time may a voting member of the Council have more than one vote.
1.4. ELECTION, TERM AND VACANCIES
1.4.1. Each Representative Area shall be responsible for the election of Delegates and Alternates. Alternates may replace any Delegate within their Representative Area. Elections shall take place prior to March 31. A roster of all Delegates and Alternates must be submitted to the Council no later than April 1.
1.4.2. Council Delegates must be registered members in good standing of the Girl Scouts of Western New York, Inc.
1.4.3. Council Delegates and Alternates shall be elected for a term of three (3) years. Delegates may serve two (2) consecutive full terms of three (3) years or until their successors are elected and assume office. Delegates and Alternates are not eligible for re-election until one year has passed after their second term. If a vacancy occurs during a term, another Council Delegate or Alternate shall be elected to serve for the unexpired term. 1.4.4. Terms of office shall begin as of April 1.
1.5. RIGHTS
1.5.1. The voting members of the Council shall elect:
a. the Officers of the Council;
b. the Directors-at-Large of the Council;
c. the Members of the Council Board Development Committee;
d. the National Council Delegates and Alternates.
1.5.2. Determine the general lines of direction for Girl Scouting locally by receiving and responding to reports of the Board of Directors and by giving guidance to the Board.
1.5.3. Amend the Bylaws as needed.
1.5.4. Take all other action requiring membership vote.
1.5.5. Attend and participate in Council meetings and conduct such other business as may, from time to time, come before the members.
1.5.6. Have such other rights granted to members under the New York Not-for-Profit Corporation Law.
1.6. MEETINGS
1.6.1. Annual. A meeting of members entitled to vote shall be held for the election of Directors and the transaction of other business in May, or such other time as may be determined by the Board of Directors. Notice of time, place and purpose of the meeting, together with the slate of nominees for all offices or positions to be filled, pursuant to these Bylaws, shall be personally given or mailed to the address last made known in writing of each voting member of the Council not more than forty-five (45) days and not less than thirty (30) days before the meeting.
1.6.2. Special
a. Special meetings of the Council shall be called by the Chair of the Board within
thirty (30) days from receipt of a written request by two-thirds (2/3) of the
members of the Board of Directors, or by ten percent (10%) of the voting members of the Council.
b. The purpose of such meetings shall be stated in the request. No business shall be
transacted except that for which the meeting has been called.
c. Notice of time, place, and purpose of the meeting shall be sent to each voting
member at the address last made known to the Council by the member. Notice
must be given not more than thirty (30) days and not less than ten (10) days before the meeting.
1.7. NOMINATIONS FROM THE FLOOR
Nominations for any of the elected positions specified under Section 1.5.1 above may be made from the floor at the annual meeting provided:
a. the individual to be nominated has consented in writing to serve if elected;
b. the nomination has been submitted to the Board Secretary at least seven (7) days
before the convening of the annual meeting; and
c. the prospective nominee meets the qualifications for the office for which she/he is being nominated.
1.8. QUORUM
The quorum for the member meetings shall be thirty-five percent (35%) of the voting members of the Council present in person or linked by telecommunications or by means such that all members participating in the meeting are able to hear one another and participate in the proceedings.
ARTICLE 2. - ELECTION AND VOTING PROCEDURES
2.1. All matters shall be determined by a majority vote of the votes cast at a meeting unless otherwise provided by New York State Law or these Bylaws.
2.2. Election of Officers, Directors-at-Large, Board Development Committee members, and National Council Delegates and Alternates shall occur by one of the methods listed below. Only one method may be used for an election; there shall not be a combination of voting methods used during an election.
2.3. The method of voting to be used during a particular election cycle shall be determined by the Board of Directors. The methods which may be used are:
a. at the annual meeting by members present in person or linked by telecommunications or
by means such that all members participating in the meeting are able to hear one another
and participate in the proceedings; or
b. by mail ballot in accordance with the procedure established by the board of directors.
Members shall be notified that the election will be held by mail ballot at least forty-five (45) days prior to the annual meeting at which time the election results will be announced. A majority of ballots cast by mail shall elect, provided that at least the number of members required for a quorum at the annual meeting shall have cast a ballot.
ARTICLE 3. - PARTIAL TERMS
A person who has served more than half a specific term in an office, as that specific term is set forth in these Bylaws, shall be considered to have served the full term for the purpose of determining eligibility to serve additional terms in that office or other positions.
ARTICLE 4. - OFFICERS
4.1. The elected officers of the Council shall be the Chair, First Vice Chair, Second Vice Chair, Secretary and Treasurer.
4.2. TERM OF OFFICE
4.2.1. The officers shall be elected in accordance with Article 2 of these Bylaws for a term of three (3) years or until their successors are elected and assume office.
4.2.2. Terms of office shall begin at the close of the annual meeting.
4.2.3. No individual shall serve more than two (2) consecutive full terms in any one or combination of offices, except that an individual shall be eligible to serve two (2) consecutive full terms in the office of Chair of the Board regardless of the number of consecutive terms the individual has served in any office or offices other than Chair of the Board.
4.2.4. No individual shall hold more than one office at a time.
4.3. VACANCY IN OFFICE
4.3.1. In the event of a vacancy in the office of Chair of the Board, the vacancy shall be filled by the First Vice Chair of the Board for the remainder of the term.
4.3.2. In the event of a vacancy in both the Chair of the Board and the First Vice Chair, the Second Vice Chair shall fill the position of Chair of the Board for the remainder of the unexpired term.
4.3.3. A vacancy occurring in an officer position shall be filled by the Board of Directors for the remainder of the unexpired term.
4.4. REMOVAL
Any officer may be removed, with or without cause at any time by the voting members of the Council. Removal requires a vote of a majority of all the voting members at a special member meeting called for that purpose. The Board of Directors may suspend an officer's authority to act for cause pending action by the voting members of the Council. Any resulting vacancy will be filled in the manner specified in Section 4.3.3 above.
4.5. RESIGNATION
Any officer may resign at any time by giving written notice to the Chair or to the Secretary. Such resignation shall take effect at the time specified therein or, if no time be specified, then on delivery.
4.6. RESPONSIBILITIES OF OFFICERS
The officers shall perform the duties prescribed in this Article and such other duties as are prescribed by action of the voting members of the Council, the Board of Directors, the Executive Committee, the Chair of the Board, and the adopted parliamentary authority.
4.6.1. The Chair of the Board shall:
a. be the principal officer of the Council;
b. preside at all meetings of the Council, the Board of Directors, and the Executive Committee;
c. assure support by the Board of Directors for the Council's strategic direction and
assure that the actions of the Board of Directors are implemented;
d. report to the Council and the Board of Directors as to the conduct and
management of the affairs of the Council;
e. serve as ex officio member of all committees and task groups except the Board Development Committee;
f. appoint, under recommendation of the Board Development Committee, two (2) Senior Girl Scouts
at least sixteen (16) years of age to participate in Board of Directors meetings (these appointees
will have the privilege of the floor but not the privilege of the vote, and will serve for a term of
one (1) year with such appointment occurring at the Annual Meeting of the Council);
g. develop ad-hoc or special committees as needed, however, such committees shall
cease to exist at the end of the term of the person who created them;
h. execute contracts and other instruments of authority as authorized by the Board of Directors
4.6.2. The First and Second Vice Chairs of the Board shall:
a. have such powers and perform such duties as may be assigned by the Chair of the Board;
b. preside at meetings of the Council and Board of Directors in the case of vacancy,
temporary absence or disability of the Chair of the Board, in order of rank.
4.6.3. The Secretary shall:
a. ensure that proper notice is given for all meetings of the Council, the Board of
Directors, and the Executive Committee;
b. ensure that minutes of all meetings of the Council, the Board of Directors, and
the Executive Committee are kept;
c. have responsibility for the seal of the Council and ensure its safekeeping in a
place designated by the Board;
d. ensure that election ballots are secured, counted, and that results are reported to the membership;
e. execute contracts and other instruments of authority as authorized by the Board of Directors.
4.6.4. The Treasurer shall:
a. provide effective stewardship and oversight of the Council's finances;
b. execute directives of the Board of Directors;
c. be an ex officio voting member of the Finance Committee;
d. provide reports, financial statements, and other documents pertaining to the use and
disbursement of assets of the Council;
e. execute contracts and other instruments of authority as authorized by the Board of Directors.
ARTICLE 5. - BOARD OF DIRECTORS
5.1. COMPOSITION
The Board of Directors shall consist of the elected officers of the Council and not less than five (5) nor more than fifteen (15) directors-at-large. The Board may, at its discretion, add any number of non-voting directors to assist the Board in its deliberations. The terms of office, duties and method of selection of any non-voting Directors shall be established by the Board. The Chief Executive Officer of the Council shall be an ex officio, voting member of the Board of Directors.
The Chair of the Board Development Committee, if not already elected to the Board of Directors, shall be an ex officio, non-voting member of the Board of Directors.
5.2. TERM OF OFFICE
5.2.1. The Directors-at-Large shall be elected in accordance with Article 2 of these Bylaws for a term of three (3) years or until their successors are elected and assume office.
5.2.2. Terms of office shall begin at the close of the annual meeting.
5.2.3. The term of office of one-third (1/3) of the Directors-at-Large shall expire at each annual meeting of the Council.
5.2.4. No individual shall serve more than two (2) consecutive full terms as a Director-at-Large.
5.3. CONFLICT OF INTEREST
The Board of Directors shall adopt and comply with a Conflict of Interest Policy covering disclosures required of Officers, Directors and employees as to direct and potential conflicts of interest between such individuals and the Council. The policy also must contain a method to reach a remedy for any conflicts. The Board shall cause such policy to be reviewed annually and each covered individual shall be required to complete and sign an annual disclosure form.
5.4. VACANCY IN OFFICE
A vacancy occurring in a position of Director-at-Large or officer position shall be filled by the Board of Directors for the remainder of the unexpired term.
5.5. POWER, AUTHORITY AND ACCOUNTABILITY
5.5.1. The Board of Directors shall have full power and authority over the affairs of the Council, except as otherwise provided in these Bylaws or by state statute.
5.5.2. The Board of Directors is accountable to:
a. the Council membership for managing the affairs of the Council including
development of a decision-influencing system allowing for members of the Girl
Scout Movement, including girl members, to have a voice on key issues affecting
the Council and the Girl Scout Movement;
b. the Board of Directors of GSUSA for compliance with the charter requirements;
c. New York State for adherence to state law;
d. the federal government in matters relating to legislation affecting tax-exempt Councils.
5.5.3. The Board of Directors shall engage legal counsel to advise the Council on legal matters.
5.5.4. The Board of Directors shall set the agenda for annual and special meetings of the Council.
5.5.5. The Board shall engage in such other activities so as to comply with its fiduciary duties as required under state and other applicable law.
5.6. REMOVAL
Any Director-at-Large may be removed, with or without cause by the voting members at any time. Any Director-at-Large may be removed with cause by the Board of Directors. Removal requires a vote of a majority of all of the voting members or a vote of a majority vote of the entire Board of Directors, as may be applicable, at a special meeting called for that purpose. Proper notice must be given prior to any meeting. Any resulting vacancy will be filled in the manner specified in Section 5.4 of these Bylaws.
5.7. RESIGNATION
Any Director-at-Large may resign at any time by giving written notice to the Chair or to the Secretary. Such resignation shall take effect at the time specified therein or, if no time be specified, then on delivery.
5.8. REGULAR MEETINGS
5.8.1. The Board of Directors shall hold at least four (4) regular meetings a year at such time and place as the Board may determine.
5.8.2. Notice of the date, time, and place of each Board meeting shall be given to each member of the Board of Directors at least ten (10) days prior to the meeting. Notice shall be given orally, by fax, by e-mail or by mail.
5.9. SPECIAL MEETINGS
5.9.1. Special meetings will be called by the Chair of the Board when needed or by the Chair of the Board upon written request of at least twenty-five percent (25%) of the Board members.
5.9.2. Notice of the date, time, place, and specific purpose of the meeting shall be given to each member of the Board of Directors at least two (2) business days prior to the meeting. Notice shall be given orally, by fax, by e-mail or by mail.
5.9.3. No business shall be transacted except for that which the special meeting has been called.
5.10. ACTION BY THE BOARD OF DIRECTORS
A majority of the entire Board of Directors shall constitute a quorum for the transaction of business. As used in these Bylaws, "entire Board of Directors" means the total number of Directors entitled to vote which the Council would have if there were no vacancies.
5.10.1. Each member of the Board shall be entitled to one (1) vote, no Director shall vote in more than one capacity.
5.10.2. Unless otherwise designated by state statute, the Certificate of Incorporation of the Council or these Bylaws, all matters shall be determined by a majority vote of Directors present at a meeting.
5.10.3. Proxy and/or absentee voting shall not be allowed.
5.10.4. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board shall be filed with the minutes of the proceedings of the Board.
5.10.5. Any one or more members of the Board of Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
5.11. ANNUAL REPORT
The Board of Directors shall present at the Annual Meeting of members a report verified by the Chair and Treasurer or by a majority of the Directors, showing in appropriate detail the following:
5.11.1. The assets and liabilities, including the trust funds, of the Council as of the end of the twelve-month fiscal period terminating not more than six months prior to said meeting.
5.11.2. The principal changes in assets and liabilities, including trust funds, during said fiscal period.
5.11.3. The revenue or receipts of the Council, both unrestricted and restricted to particular purposes during said fiscal period.
5.11.4. The expenses or disbursements of the Council for both general and restricted purposes, during said fiscal period.
5.11.5. The number of members of the Council as of the date of the report, together with a statement of increase or decrease in such number during said fiscal period and a statement of the place where the names and places of residence of the current members may be found.
This report shall be filed with the records of the Council and a copy thereof entered in the minutes of the proceedings of the Annual Meeting of members.
ARTICLE 6. - COMMITTEES
6.1. EXECUTIVE COMMITTEE AND OTHER STANDING COMMITTEES
The Board of Directors shall, by resolution adopted by a majority of the entire Board, may designate from among its members an Executive Committee and the following standing committees: Finance, Audit, and CEO Performance. Each standing committee shall consist of three (3) or more Directors. The standing committees shall have such authority as the Board shall by resolution provide, except that no such committee shall have authority as to the following matters: (a) submission to members of any action requiring members' approval under the law; (b) the filling of vacancies in the Board or any committee; (c) the fixing of compensation of the Directors for serving on the Board or on any committee; (d) the amendment or repeal of the Bylaws, or the adoption of new Bylaws; or (e) the amendment or repeal of any resolution of the Board which by its terms, shall not be so amendable or repealable.
6.2. EXECUTIVE COMMITTEE
6.2.1. Composition. The Executive Committee shall consist of the five (5) elected officers, two (2) Directors-at-Large who are appointed by the Chair and the Chief Executive Officer and approved by the Board of Directors as indicated in Section 6.1 above. The Chief Financial Officer shall serve as an ex officio, non-voting member of the Executive Committee.
6.2.2. Responsibilities. The Executive Committee shall exercise the authority of the Council Board of Directors between the meetings of the Board; provided that the Executive Committee shall not have authority with regard to those items listed in Section 6.1 above or to (a) adopt the budget; or (b) take action which is contrary to or a substantial departure from, the direction established by the Board or which represents a major change in the affairs, business, or policy of the Council.
6.2.3. Reports. The Executive Committee shall submit to the Board of Directors at each Board meeting a report of all actions taken since the last Board meeting.
6.2.4. Meetings. The Executive Committee shall meet as needed at the call of the Chair or upon written request of at least three (3) members of the Executive Committee. Notice of the date, time, and place of each meeting shall be provided two (2) days in advance of the meeting. In the case of an emergency, the notice requirement may be waived. Notice shall be given orally, by fax, by e-mail or by mail.
6.3. BOARD DEVELOPMENT COMMITTEE
6.3.1. Composition. There shall be a Board Development Committee consisting of not less than three (3) nor more than nine (9) members of whom two (2) shall be elected from the members of the Board of Directors. The remaining committee members shall be non-Board members. The CEO shall serve as an ex officio, nonvoting member of the committee.
6.3.2. Election, Term And Vacancies.
a. Members of the Board Development Committee shall be elected at the Annual
Meeting by the Voting Members of the Council for a term of three (3) years. No
person shall be eligible for re-election to the Board Development Committee
until after the lapse of one term (3 years) from the end of his/her previous term.
b. Terms of office shall begin and expire at the close of the Annual Meeting of the
Council at which the elections are held
c. The Board of Directors shall have the power to fill vacancies on the Board
Development Committee. Members appointed by the Board of Directors shall
serve until the next annual meeting.
d. Any Board Development Committee member who is absent from three (3) entire
meetings during a twelve (12) month period shall be deemed to have resigned
their position and the position shall be considered vacant.
e. Members of the Board Development Committee may be removed in the same
manner as officers of the Council may be removed from office.
6.3.3. Selection And Term Of Chair
a. At its first meeting following the election, the committee shall elect from
amongst its eligible members an individual to serve as Chair of the committee.
b. An individual shall have served on the Board Development Committee for at
least one (1) year in order to be eligible for election to the position of Chair.
c. The term of office for Chair shall be one (1) year.
d. No individual shall serve more than two (2) consecutive full terms as Chair of the
committee regardless of how many years or terms the individual may be a
member of the Board Development Committee.
e. In the event of a vacancy in the position of Chair, the committee shall elect a new
Chair from its eligible members to serve the remainder of the term.
f. If not already a member of the Board of Directors, the Chair shall serve as an ex
officio voting member of the board of directors with all the rights and
responsibilities of other board members.
6.3.4. Responsibilities.
a. To solicit and recruit candidates for elected positions in the Council.
b. To provide to the Board for review and approval a single slate for positions for
presentation to the membership for election, to include Officers, Directors-at-
Large, Board Development Committee members, and National Delegates and
Alternates in accordance with time frames established.
c. To develop in conjunction with the Board of Directors the following:
i. Board orientation and education materials;
ii. Board development materials;
iii. methods of identifying needed skills and talents for the Council Board of
Directors and committees;
iv. methods for succession planning;
v. Board annual self-assessment materials.
d. To conduct Board orientation and Board development training sessions as needed
and/or as directed by the Board of Directors.
e. To provide the names of two (2) Senior Girl Scouts sixteen (16) years of age or
older to the Chair for appointment to the Board of Directors. The appointment
shall take place at the annual meeting and shall be for a term of one (1) year.
6.4. SPECIAL COMMITTEES.
The Board of Directors may designate special committees, each of which shall consist of such persons and shall have such authority as is provided in the resolution designating the committee, except that such authority shall not exceed the authority conferred on the Executive Committee.
6.5. MANNER OF ACTING.
The procedures and manner of acting of the Executive Committee and of the standing committees shall be subject at all times to the direction of the Board of Directors.
6.6. ALTERNATE MEMBERS.
The Board of Directors may designate one (1) or more Director as alternate members of the Executive Committee or of any standing committee of the Board, who may replace any absent member or members at any meeting of such committee.
6.7. QUORUM
The quorum for meetings of any committee or task group shall be a majority of the members present in person or linked by telecommunication or by means such that all members participating in the meeting are able to hear one another and participate in the proceedings
ARTICLE 7. - NATIONAL COUNCIL DELEGATES
7.1. ELIGIBILITY
Delegates and Alternates to the National Council of the GSUSA shall be United States Citizens age 14 years and older. They shall be members of the Girl Scout Movement registered through the Council at the time of election and throughout the term of service.
7.2. ELECTION, TERM AND VACANCIES
7.2.1. The Delegates and Alternates to whom the Council is entitled to elect to the National Council of GSUSA shall be elected in accordance with Article 2 of these Bylaws in agreement with the time frame established by GSUSA and shall serve a term of three (3) years or until their successors are elected and assume office.
7.2.2. The Board of Directors or Executive Committee shall fill National Council Delegate vacancies from among the elected Alternates. If there are not adequate Alternates to fill the National Council Delegate positions, the vacancies may be filled from amongst the eligible members of the Council.
7.3. RESPONSIBILITIES
7.3.1. National Council Delegates shall:
a. attend regular and special meetings of the Council and National Council;
b. be voting members of the Council and the National Council;
c. inform the Council of agenda items before and after the National Council;
d. any other duties as assigned.
ARTICLE 8. - CHIEF EXECUTIVE OFFICER
8.1. APPOINTMENT
The Chief Executive Office (CEO) shall be appointed by the Board of Directors of the Council to serve at its pleasure and shall attend all board meetings.
8.2. RESPONSIBILITIES
8.2.1. Provide leadership for developing a vision and strategy that focuses on the continued growth and effectiveness of the Council.
8.2.2. Act as the chief administrator for the Council and manage all operations.
8.2.3. Provide advice and assistance to the Council, Board of Directors, Chair, Officers, committees and task groups.
8.2.4. Administer the policies as set forth by the board of directors and GSUSA.
ARTICLE 9. - INDEMNIFICATION
9.1. AUTHORIZED INDEMNIFICATION.
Unless clearly prohibited by law or Section 9.2 of this Article, the Council shall indemnify any person ("Indemnified Person") made, or threatened to be made, a party in any action or proceeding, whether civil, criminal, administrative, investigative or otherwise, including any action by or in the right of the Council, by reason of the fact that he or she (or his or her testator or intestate), whether before or after adoption of this Section, (a) is or was a Director or officer of the Council, or (b) in addition is serving or served, in any capacity, at the request of the Council, as a Director or officer of any other corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise. The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided the Council shall have consented to such settlement) and reasonable expenses, including attorneys' fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or actual action or proceeding, and any appeal thereof.
9.2. PROHIBITED INDEMNIFICATION.
The Council shall not indemnify any person if a judgment or other final adjudication adverse to the Indemnified Person (or to the person whose actions are the basis for the action or proceeding) establishes, or the Board of Directors in good faith determines, that such person's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.
9.3. ADVANCEMENT OF EXPENSES.
The Council shall, on request of any Indemnified Person who is or may be entitled to be indemnified by the Council, pay or promptly reimburse the Indemnified Person's reasonably incurred expenses in connection with a threatened or actual action or proceeding prior to its final disposition. However, no such advancement of expenses shall be made unless the Indemnified Person makes a binding, written commitment to repay the Council, with interest, for any amount advanced for which it is ultimately determined that he or she is not entitled to be indemnified under the law or Section 9.2 of this Article. An Indemnified Person shall cooperate in good faith with any request by the Council that common legal counsel be used by the parties to such action or proceeding who are similarly situated unless it would be inappropriate to do so because of actual or potential conflicts between the interests of the parties.
9.4. INDEMNIFICATION OF OTHERS.
Unless clearly prohibited by law or Section 9.2 of this Article, the Board of Directors may approve Council indemnification as set forth in Section 9.1 of this Article or advancement of expenses as set forth in Section 9.3 of this Article, to a person (or the testator or intestate of a person) who is or was employed by the Council or who is or was a volunteer for the Council, and who is made, or threatened to be made, a party in any action or proceeding, by reason of the fact of such employment or volunteer activity, including actions undertaken in connection with service at the request of the Council in any capacity for any other Council, partnership, joint venture, trust, employee benefit plan or other enterprise.
9.5. DETERMINATION OF INDEMNIFICATION.
Indemnification mandated by a final order of a court of competent jurisdiction will be paid. After termination or disposition of any actual or threatened action or proceeding against an Indemnified Person, if indemnification has not been ordered by a court the Board of Directors shall, upon written request by the Indemnified Person, determine whether and to what extent indemnification is permitted pursuant to these Bylaws. Before indemnification can occur the Board of Directors must explicitly find that such indemnification will not violate the provisions of Section 9.2 of this Article. No Director with a personal interest in the outcome, or who is a party to such actual or threatened action or proceeding concerning which indemnification is sought, shall participate in this determination. If a quorum of disinterested Directors is not obtainable, the Board of Directors shall act only after receiving the opinion in writing of independent legal counsel that indemnification is proper in the circumstances under then applicable law and these Bylaws.
9.6. BINDING EFFECT.
Any person entitled to indemnification under these Bylaws has a legally enforceable right to indemnification which cannot be abridged by amendment of these Bylaws with respect to any event, action or omission occurring prior to the date of such amendment.
9.7. INSURANCE.
The Council is not required to purchase Directors' and officers' liability insurance, but the Council may purchase such insurance if authorized and approved by the Board of Directors. To the extent permitted by law, such insurance may insure the Council for any obligation it incurs as a result of this Article or operation of law and it may insure directly the Directors, officers, employees or volunteers of the Council for liabilities against which they are not entitled to indemnification under this Article as well as for liabilities against which they are entitled or permitted to be indemnified by the Council.
9.8. NONEXCLUSIVE RIGHTS.
The provisions of this Article shall not limit or exclude any other rights to which any person may be entitled under law or contract. The Board of Directors is authorized to enter into agreements on behalf of the Council with any Director, officer, employee or volunteer providing them rights to indemnification or advancement of expenses in connection with potential indemnification in addition to the provisions therefore in this Article, subject in all cases to the limitations of Section 9.2 of this Article.
ARTICLE 10. - WAIVER OF NOTICE
Whenever any notice is required to be given by these Bylaws or any of the corporate laws of the State of New York, such notice may be waived in writing, signed by the person or persons entitled to said notice, whether before, at, or after the time stated therein, or before, at, or after the meeting.
ARTICLE 11. - MISCELLANEOUS
11.1. FISCAL YEAR
The fiscal year of the Council will be from October 1 to September 30 of each year.
11.2. BOOKS AND RECORDS.
There shall be kept at the office of the Council (1) correct and complete books and records of account; (2) minutes of the proceedings of the members, the Board of Directors and the Executive Committee; (3) a current list of the Directors and officers of the Council and their residence addresses; (4) a list of record containing the names and addresses of all members; (5) a copy of these Bylaws; (6) a copy of the Council's application for recognition of exemption with the Internal Revenue Service; and (7) copies of the past three (3) years information returns to the Internal Revenue Service.
11.3. LOANS TO DIRECTORS AND OFFICERS.
No loans other than through the purchase of bonds, debentures, or similar obligations of the type customarily sold in public offerings, or through ordinary deposit of funds in a bank, shall be made by the Council to its Directors or officers, or to any other Council, firm, association or other entity in which one or more of its Directors or officers are Directors or officers or hold a substantial financial interest except as allowed by law.
11.4. BONDING
The Council will obtain bond on such people and in such amounts as may from time to time be deemed necessary by the board of directors.
11.5. PROPERTY
Title to all property shall be held in the name of the Council, Girl Scouts of Western New York, Inc.
ARTICLE 12. - PARLIAMENTARY AUTHORITY
Roberts Rules of Order or any modification thereof may be the parliamentary authority of the Council.
ARTICLE 13. - AMENDMENTS
13.1. BYLAWS
The Bylaws may be amended:
a. by the voting members of the Council by a two-thirds (2/3) vote of the votes cast
or by a majority (51%) of all voting members of the Council. A vote on
amending the Bylaws by the voting members of the Council must take place at a
meeting of the members of the Council when a quorum is present in person or
linked by telecommunications or other electronic conference means and the
meeting is properly noticed and constituted; or
b. by the Board of Directors by a two-thirds (2/3) vote at any regular or special
meeting, a quorum being present in person or linked by telecommunications or
other electronic conference means and the meeting is properly noticed and
constituted, and further provided that any such amendment to these Bylaws so
considered may not alter the governance structure of the Council.
13.2. CERTIFICATE OF INCORPORATION
The Certificate of Incorporation may be amended by the voting members of the Council at any regular or special meeting a quorum being present in person or linked by telecommunications or other electronic conference means and the meeting is properly noticed and constituted. A majority of ballots shall approve amendments, provided that at least the number of members required for a quorum at the meeting votes in favor of the amendments