CONSTITUTION OF CENTER FOR JEWISH LIVING AT CORNELL, INC.
This Constitution hereby supersedes in its entirety any prior Constitutions of the Center for Jewish Living at Cornell, Inc. (the “CJL”).
ARTICLE I CORPORATE STATUS
Section 1.1 CJL shall operate as a not-for-profit corporation under New York State Not-For-Profit Corporation Law.
ARTICLE II MEMBERSHIP
Section 2.1 Membership Corporation.
CJL shall be a membership corporation. Any individual who is between the ages of sixteen and thirty shall be an eligible candidate for membership. Individuals who are awarded membership shall be referred to as “Members” and all Members shall be collectively referred to as the “Membership.”
Section 2.2 Membership Types.
There shall be two types of memberships: Resident Memberships and Non-Resident Memberships. An individual can only hold one type of Membership at a time. (a) Resident Membership – Such membership shall be extended to any individual who resides on CJL property (the “House”) and is in good-standing with rent payments. Individuals with Resident Membership shall be referred to as “Resident Members.” (b) Non-Resident Membership – Such membership shall be extended to any individual who does not reside in the House. Individuals with Non-Resident Membership shall be referred to as “Non-Resident Members.”
Section 2.3 Procedure for Membership. Membership shall be awarded to eligible candidates upon the occurrence of the following:
(a) In the case of a Resident Membership, payment of the required deposit towards residency in the House, such sum as the CJL Board may determine from time to time. A Resident Membership term shall begin on the last day of the Spring semester. (b) In the case of a Non-Resident Membership, payment of the annual membership fee of $36.00, or such other sum as the CJL Board may determine from time to time. Such fee entitles an individual to membership for the school year in which the individual paid. A Non-Resident Membership term shall begin on the day the fee is paid.
Section 2.4 Membership terms.
Membership terms shall terminate as follows: (a) Resident Membership shall terminate upon the completion of the last semester for which the Member paid rent, unless and until the Member submits payment of the required deposits towards residency in the House for the upcoming semester or year, in which case the Resident Membership shall extend into the semester or year for which the Member paid the deposit, as the case may be. Non-Resident Membership shall terminate upon the completion of (b) the Spring semester of the school year in which the Member paid the annual membership fee, unless and until the Member pays the annual membership fee for the upcoming school year, in which case the Non-Resident Membership shall extend into the upcoming year.
Section 2.5 Additional Requirements.
The Membership may establish additional requirements for specific membership privileges (i.e. attendance requirements for election voting privileges).
ARTICLE III ASSEMBLIES AND MEETINGS
Section 3.1 House Assemblies. The Membership shall meet for a House assembly (“House Assembly”) at least twice every academic semester in the House at a time and date set by the CJL Board. Additional House Assemblies may be called by the CJL Board or through a written petition signed by at least 25% of the Membership. In the case of a House Assembly called by petition, the CJL Board must schedule a House Assembly and the Secretary must give notice of such House Assembly within five (5) days of receiving the petition. The time of said House Assembly must be convenient for at least a majority of the petition’s signors. When a Membership vote is not taking place at a House Assembly, the House Assembly does not require the additional procedures for House Meetings and voting referred to elsewhere in this Constitution, except as provided in Sections 3.3 and 3.4.
Section 3.2 House Meetings.
When a Membership vote is taking place at a House Assembly, the House Assembly shall be a House Meeting (a “House Meeting”). Membership voting may take place only at House Meetings. House Meetings may also be called by the CJL Board or through a written petition signed by at least 10% of the Members. In the case of a House Meeting called by petition, the CJL Board must schedule a House Meeting, and the Secretary must give notice of such meeting, within five (5) business days of receiving the petition. The time of said House Meeting must be convenient for at least a majority of the petition’s signors. At least one House Assembly every school year must be a House Meeting devoted to elections. Such a House Meeting shall be an Election Meeting.
Section 3.3 Jewish Observance.
House Assemblies, House Meetings and Election Meetings may not be scheduled on a Shabbat or on a Jewish holiday.
Section 3.4 Attendance.
House Assemblies and House Meetings are open to the public.
Section 3.5 Notification.
The CJL Board is responsible for notifying the Membership of the place, time and date of an upcoming House Meeting. Notice shall be given at least 10 days before the House Meeting but not more than 50 days before the House Meeting. Notice shall be given in writing or in person.
Section 3.6 Waiver of Notice.
Whenever any notice is required to be given under the provisions of the New York Not-for-Profit Corporation Law or under the provisions of the Certificate of Incorporation or the Constitution, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 3.7 The Meeting Chair.
House Meetings shall be chaired by either the President or another Director that the President shall designate.
Section 3.8 Minutes.
Minutes shall be taken at House Meetings by either the Secretary or another Member that the Secretary has chosen. The minutes of House Meetings should be made available to the Membership upon request in a timely fashion.
ARTICLE IV VOTING
Section 4.1 Quorum.
A quorum of at least one-third (1/3) of the Membership must participate in any vote in order for the results to be valid. A formal abstention counts as participation in a vote.
Section 4.2 Voting.
Except as otherwise provided by law or in this Constitution, all matters before the Membership shall be decided by a majority of the votes cast at a House Meeting. If at least one Member requests it, votes shall be done by private ballot. Every Member present at the House Meeting, or voting pursuant to Section 4.3, counts towards the quorum, therefore any present Member that does not vote has formally abstained. Members must be present at the House Meeting to vote, except as provided in Section 4.3.
Section 4.3 E-mail Votes
. Votes may take place via electronic mail (ane-mail Vote) by means of a Member designating the Secretary, or such other designated Director, as the Member’s proxy. An E-mail Vote must be conducted in the following manner: 1) The CJL Board shall send an e-mail to the listserve informing the Membership of the vote and containing the instructions for an E-mail Vote at least five (5) days before the vote is tallied (such informing e- mail in addition to the notice provisions provided in Section 3.5); 2) A Member may communicate his or her vote via e-mail (or other written or electronic transmission) to the Secretary, or such other designated Director, as the Member’s proxy. Such communication must contain information from which it can reasonably be determined that the vote was authorized by the voting Member. In the event that an E-mail Vote must be carried out at a time during which a majority of the Membership is not in Ithaca, New York, then, in addition to the requirements provided herein, the CJL Board shall send an e-mail to the listserve informing the Membership of the vote and containing the instructions for an E-mail Vote at least fourteen (14) days before the vote is tallied (such informing e-mail in addition to the notice provisions provided in Section 3.5).
Section 4.4 Action by Unanimous Written Consent of the Members.
Any action required or permitted to be taken at any House Meeting may be taken without a meeting, if all the Members consent to the action in writing, and the writing or writings are filed with the minutes of the proceedings of the membership.
Section 4.5 Votes Affecting House Residents.
Any issue that affects the Resident Members more than the rest of the Membership is to be decided by a majority of the votes cast by Resident Members, to the exclusion of Non-Resident Members, at a House Meeting. The action voted upon by the Resident Members may be overruled by a vote of two-thirds (2/3) of the votes cast at the House Meeting, such vote to include Resident and Non-Resident Members, or by a vote of two-thirds (2/3) of the CJL Board.Section 4.6 Tie Votes. For any Membership vote that results in a tie, the CJL Board has the option of taking the vote again, having another vote at a subsequent House Meeting, or the CJL Board may decide on the matter on its own.
ARTICLE V BOARD OF DIRECTORS
Section 5.1 Eligibility.
Only students currently enrolled in courses at Cornell University (Cornell) may serve on the CJL Board or on any subsidiary board. If Cornell has determined that a student must take a leave of absence (for academic reasons, medical reasons, or otherwise), then CJL will not question Cornell’s judgment, and such persons may not serve on the CJL Board or any subsidiary board.
Section 5.2 The CJL Board.
The Directors of the CJL Board must include a President (to serve as Chairperson of the Board), at least one Vice President (to serve as Secretary), a Treasurer, and a House Manager (each, a ‘Director,’ and collectively, the ‘CJL Board’). The CJL Board may also have one or more additional Vice Presidents or other such positions that the Membership may determine. All Directors shall be elected by a majority of the votes cast at an Election Meeting pursuant to Article VII. Directors shall attend the meetings of the CJL Board regularly, and they shall perform such duties as this Constitution, the CJL Board or the Membership shall prescribe.
Section 5.3 Subsidiary Boards.
The Membership may establish subsidiary boards to act as committees to which the Board may delegate certain duties. The chair of each subsidiary board must be a Director. All subsidiary board members shall be elected by a majority of the votes cast at an Election Meeting pursuant to Article VII. All subsidiary board members shall attend the meetings of their subsidiary board regularly, and they shall perform such duties as their subsidiary board, the CJL Board or the Membership shall prescribe.
Section 5.4 Meetings.
The CJL Board must meet at least once a month during the academic semester; it is heavily encouraged to meet more often than that. Meetings of the CJL Board may be called by the President or one-third (1/3) of the CJL Board. A joint meeting of the CJL Board and a subsidiary board may only be called by the CJL President, except in the cases of a tie vote pursuant to Section 5.8 or a vote for removal of a subsidiary board member pursuant to Section 5.24. The meeting of a subsidiary board may be called by the chair of the subsidiary board or by one-third (1/3) of the subsidiary board members. CJL Board meetings are open to the Membership or any other persons that the CJL Board shall invite, unless the CJL Board specifies that the meeting is a closed meeting. Members are free to enquire as to the time and location of a CJL Board meeting.
Section 5.5 Notice of Meetings.
Notice of the time and place of all meetings of the CJL Board shall be given personally, by mail, by telephone, or by electronic mail to each Director at least two (2) days prior to the meeting, provided that notice need not be given to any Director who executes a waiver of notice.
Section 5.6 Quorum.
A majority of all of the Directors, but not less than three (3) Directors, shall constitute a quorum for the transaction of any business at a meeting of the CJL Board.
Section 5.7 Voting.
Votes may be called by any Director or subsidiary board member present at a meeting of the respective board. Except as otherwise provided by law or in this Constitution, all matters before the CJL Board or a subsidiary board shall be decided by vote of a majority of those present and eligible to vote; except that a two-thirds (2/3) vote of the CJL Board shall be required each year for CJL Board resolutions authorizing specified Directors or subsidiary board members to lease apartments in the House on behalf of CJL.
Section 5.8 Tie Votes.
If there is a tie vote on matter voted upon by the CJL Board or subsidiary board, the tie shall be resolved by a joint vote of the CJL Board and all of the subsidiary boards. If there is still a tie, then the issue shall be decided by a vote of the Membership.
Section 5.9 Action by Board without a Meeting.
Unless otherwise provided by law, the Certificate of Incorporation or this Constitution, any action required or permitted to be taken at any meeting of the CJL Board may be taken without a meeting, if all the members of the CJL Board consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the CJL Board.
Section 5.10 Meetings of Board by Means of Conference Telephone.
Unless otherwise provided by law, the Certificate of Incorporation or this Constitution, members of the CJL Board may participate in a meeting of the CJL Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in meeting pursuant to this Section 5.10 shall constitute presence in person at such meeting.
Section 5.11 President.
The President shall serve as chairperson of the CJL Board, and in that capacity shall preside at meetings of the CJL Board and perform such other duties as are incidental to his or her office or as the CJL Board, the Membership, or this Constitution may prescribe. If the President is unable to be present at a CJL Board meeting, he or she may designate another Director to chair the meeting. If the President has not done so, the Secretary shall be next in line to chair the meeting, followed by any other Vice President(s). The President must also appoint representatives to outside bodies.
Section 5.12 Secretary.
The CJL Board must have at least one Vice President also designated as the Secretary. The Secretary shall run elections and take minutes at House Meetings and at CJL Board meetings. The Secretary shall be responsible for notices for meetings.
Section 5.13 Vice President(s).
Each Vice President shall perform such duties as the CJL Board, the Membership, or this Constitution may prescribe. In the event that the President and the Secretary are unable to fulfill one of their duties and no other Director has been appointed, the Vice President(s) shall become responsible in a succession pattern to be established by the Membership.
Section 5.14 Treasurer.
The Treasurer shall keep full and accurate accounts of receipts and disbursements in the CJL books, ensure that all outstanding bills are paid in a timely manner and deposit all money and other valuable effects in the name and to the credit of CJL in such depositories as may be designated by the CJL Board. The Treasurer shall, in addition, perform such other duties as the CJL Board, the Membership, or this Constitution may prescribe. There shall be no additional treasurers on the subsidiary board(s).
Section 5.15 House Manager.
The House Manager shall be responsible for maintaining the physical welfare of the House. The House Manager must live in the House or plan to live in the House during the majority of his or her term. The House Manager shall, in addition, perform other such duties as the CJL Board, the Membership, or this Constitution may prescribe.Amendment 11/20/2013: The House Manager shall be responsible for maintaining the physical welfare of the House. The House Manager must live in the House or plan to live in the House during at least one semester of his or her term. The House Manager shall, in addition, perform other such duties as the CJL Board, the Membership, or this Constitution may prescribe.
Section 5.16 Chairperson(s) of the Subsidiary Board(s).
A chair of a subsidiary board must regularly report to the CJL Board on the activities of the subsidiary board. Each chairperson of each subsidiary board must attend the meetings of the CJL Board, as well as his or her subsidiary board. In joint board meetings of the CJL Board and one or more subsidiary boards, the subsidiary board chair casts only one (1) vote. In the event that the chair of a subsidiary board is unable to attend a meeting, the chair may designate either the CJL President or another member of the subsidiary board to chair the meeting. In the event that the position of a subsidiary board’s chair is vacant, the President shall chair the meetings of the subsidiary board until the position is filled. When the President is chairing the meeting of a subsidiary board, he or she does cast a vote. The chair of a subsidiary board shall also perform such duties as the CJL Board, the Membership, or this Constitution may prescribe.
Section 5.17 Delegation.
Except as provided by law, Directors and subsidiary board members may delegate aspects of their position to be performed by others, but they retain responsibility, and they cannot transfer the right to attend or vote at a meeting of their respective boards.
7 Section 5.18 Primary Decision-Making.
All Directors shall have primacy in decision- making within the scope of their position. A vote of the CJL Board may, however, overrule their decision.
Section 5.19 CJL Board Primacy.
The CJL Board may overrule a decision made by a subsidiary board.
Section 5.20 Membership Primacy.
A vote of the Membership may overrule a decision made by the CJL Board or a subsidiary board.
Section 5.21 Conflict of Interest.
Please see the Conflict of Interest Policy attached to this Constitution.
Section 5.22 Position Management.
Except as provided by law, the creation of new subsidiary boards, new CJL Board positions or new subsidiary board positions; the abolishment of existing subsidiary boards, existing CJL Board positions or existing subsidiary board positions; or a significant change in an existing subsidiary board’s purpose, in a Director’s job description or in an existing subsidiary board member’s job description can only be effected by a vote of 60% of the votes cast at a House Meeting.
Section 5.23 Vacancy.
A vacancy in an office of either the CJL Board or a subsidiary board may be filled by the CJL Board at any meeting, until such time as an election for that position can be conducted. A person may not hold two or more offices simultaneously, except under circumstances constituting an emergency; this is to be viewed as a temporary situation.
Section 5.24 Resignation; Removal.
A Director or subsidiary board member may resign at any time by delivering a written resignation to the President or the Secretary. The Membership may remove a Director or subsidiary board member with cause only, by two-thirds (2/3) of the votes cast at a House Meeting. The CJL Board may remove a Director with cause only, by two-thirds (2/3) of the votes cast at a CJL Board meeting. A subsidiary board member may be removed with cause or without cause by a joint majority vote of the CJL Board and the subsidiary board that the subsidiary board member in question sits on. For purposes of removal, “with cause” shall be determined by a panel composed of, or selected by, members of the Board of Directors of the Cornell Jewish Life Fund, Inc., but such determination shall in no way exclude the applicability of applicable law to the definition of “with cause.” In the event that a removal occurs, the CJL Board, or in the case where the entire CJL Board has been removed, the outgoing CJL Board, shall schedule new elections within fourteen (14) days after the removal. Until the election, the outgoing Director(s) or subsidiary board member(s) shall cease to perform all non-essential tasks but should continue to perform all essential tasks. A vote to remove a Director or subsidiary board member must be conducted by private ballot. Before such a meeting, all the members of the relevant board must be notified that a vote to remove a member of the board will occur at the meeting.
ARTICLE VI FINANCES
Section 6.1 Fiscal Year.
CJL shall operate on a fiscal year which begins on July 1st and ends on June 30th.
Section 6.2 Annual Budget.
Each year, the Treasurer must prepare an annual budget for approval by the CJL Board. The CJL Board must approve the budget for a fiscal year by no later than September 15th. Subsequent changes to the budget may be made by a majority of the votes cast at a meeting of the CJL Board, provided that the majority include the President and/or the Treasurer.
ARTICLE VII ELECTIONS
Section 7.1 Timing.
CJL must have an election meeting every year between February 1 and April 30th (an “Election Meeting”). At the Election Meeting, elections will be conducted st for each position on the CJL Board and on each subsidiary board. The incumbent CJL Board and subsidiary boards will serve beyond the elections until a designated changeover date, which will be the first Sunday after classes end for the year.
Amendment 11/20/2013: CJL must hold an election meeting every year between November 1 and December 1. At the Election Meeting, elections will be conducted for each position on the CJL Board and on each subsidiary board. The incumbent CJL Board and subsidiary boards will train and serve in conjunction with the incoming boards until a designated changeover date, which will be the last day of final exams for the fall semester.
Section 7.2 Supplemental Elections.
In the case of supplemental elections to fill newly created positions or positions vacated due to resignation or removal, the CJL Board shall set appropriate election and changeover dates.
Section 7.3 Manner of Elections.
All elections, whether regular or supplemental, shall be conducted in the same manner.
Section 7.4 Oversight of the Election Process.
The Secretary shall chair the Election Meeting unless he or she is running for one or more positions, in which case he or she should not handle the election process for those positions. Generally, the Secretary may also, with approval of the CJL Board, appoint any Member to chair the Election Meeting for any position. Votes for any given election should be counted by the chair of said election as well as a third party observer who is ineligible to run for any position. The overall results should be announced by the chair, but the specifics of the vote (i.e. how close it was) should not be revealed by either the election chair or the observer.
Section 7.5 Nominations.
Candidates shall be both nominated and seconded by someone other than themselves. Nominations must be delivered to the chair of the election in a manner that shall be specified by the CJL Board.
Section 7.6 Deadlines.
The Election Meeting chair, with approval of the CJL Board, shall set all relevant deadlines concerning nominations and other requirements for candidacy which the Membership has approved (i.e. the requirement and deadline for sending in letters of intent).
Section 7.7 The Election Meeting.
The Election Meeting begins when the person chairing the first election announces that the meeting has begun. From that point forward, elections are to be conducted in a manner that was approved before the commencement of the Election Meeting. No changes to the election process can be made once the meeting has begun.
Section 7.8 Quorum.
The Quorum for an election vote is at least 60% of the CJL Members. Formal abstentions count towards the quorum.
Section 7.9 Election Procedure.
The order of elections, the time allotments for candidates to speak and answer questions, the manner of allowing Members to ask questions and all other procedural issues must be specified by the Membership before the Election Meeting has begun.
Section 7.10 Co-Running.
If there are two persons who wish to jointly fill a position, a motion to allow co-running needs to be made immediately prior to the election for that position. Following a brief discussion on whether or not co-running should be allowed for that position, a vote should be taken. If co-running is allowed, then any two candidates who declare their co- candidacy are to be given one and a half (1.5) the amount of time as the other candidates to speak and answer questions. Each of the co-candidates should endeavor to answer each question. If elected, the co-candidates are equally responsible for fulfilling the duties of their position. In CJL Board votes, they are given only one (1) vote. In the event that they cannot agree on a vote, their vote is treated as an abstention.
Section 7.11 Voting.
All election votes shall be cast by private ballot at an Election Meeting. Members can also vote in an election vote via E-mail Votes pursuant to Section 4.3. For each vote, Members can abstain or vote for a candidate. A vote for a candidate not running will be treated as an abstention. In the event that a cast ballot is unclear, it should be treated as an abstention. A candidate must receive a majority of the votes cast in order to win. If no candidate has a simple majority, then the candidate with the fewest votes will be removed from the election, and a vote will be conducted with the remaining candidate(s). If a candidate fails to win a simple majority of votes cast, then nominations for the position will be reopened, and a new Election Meeting will be conducted within two (2) weeks after the Election Meeting.
Section 7.12 Tie Votes.
In a case where no candidate has received a majority of the votes cast and the two lowest vote-getters have received the same number of votes, each candidate will be allotted an additional two (2) minutes to restate his position. This may also be followed by an additional question and answer period if necessary. After this period, a subsequent vote will take place. If there is another tie vote, nominations will be reopened and the election will be postponed for no more than fourteen (14) days.
Section 7.13 Adjournment.
If the Election Meeting has lost a quorum, run very late, or must be ended for any other reason, the election chair for a given position may, before the election for said position, adjourn the Election Meeting to be continued as soon as possible. If this happens, all of the E-Mail Votes shall be thrown out and Members wishing to vote by E-mail Vote must resubmit their ballots.
ARTICLE VIII OBSERVANCE
Section 8.1 Jewish Observance.
All of the official activities of CJL must be in accordance with Orthodox standards of Shabbat observance and Kashrut.
Section 8.2 Observance of Laws.
Neither the CJL nor any of its Directors acting in an official capacity may knowingly break any laws of the United States of America, New York State, Tompkins County or the City of Ithaca.
ARTICLE IX RATIFICATION AND AMENDMENT
Section 9.1 Ratification.
This Constitution will only go into effect once it has been ratified by two thirds of the Members present at a ratification house meeting. A majority of the house Membership must be present at this meeting.
Section 9.2 Amendment.
This Constitution may be amended by a majority of the votes cast at a House Meeting, or by an affirmative vote of all the votes cast at a CJL Board meeting, with abstentions from such a CJL Board meeting vote deemed an affirmative vote. The within Constitution was on this 30th day of August, 2009, amended by a vote of the Membership.
- If two people have been elected to jointly hold a position and one leaves for any reason, the remaining position-holder can request an election for a new co-position holder (nominated by the position-holder and approved by the board). The membership then votes to elect the nominee. Vote can be conducted by email. If the nominee is not elected, a call for nominations from the membership can be conducted OR the remaining position-holder can suggest a new candidate to vote (or no action needs to be taken).
Conflict of Interest Policy
The purpose of the conflict of interest policy is to protect Center for Jewish Living at Cornell, Inc.’s (the “Organization”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section II.1 Interested Person
. Any director, trustee, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Section II.2 Financial Interest
. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
(a) An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
(b) A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
(c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2.2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section III.1 Duty to Disclose
. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
Section III.2 Determining Whether a Conflict of Interest Exists
. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
Section III.3 Procedures for Addressing the Conflict of Interest
(a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
(b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(c) After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
(d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Section III.4 Violations of the Conflicts of Interest Policy
(a) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
(b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall tak appropriate disciplinary and corrective action.
RECORDS OF PROCEEDINGS
Section IV.1 Minutes
. The minutes of the governing board and all committees with board delegated powers shall contain:
(a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section V.1 Voting and Information
(a) A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
(b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
(c) No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section VI.1 Annual Statement
. Each director, trustee, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
(a) has received a copy of the conflicts of interest policy,
(b) has read and understands the policy,
(c) has agreed to comply with the policy, and
(d) understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section VII.1 Periodic Review
. To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
(a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
(b) Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
USE OF OUTSIDE EXPERTS
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.