HOUSE OF ANGELS RENAISSANCE PROJECTS
Name and Nonprofit Policy
Section 1. Name.
This corporation is and shall be known as HOUSE OF ANGELS RENAISSANCE PROJECTS, hereinafter referred to as the “Projects.”
Section 2. Nonprofit Policy.
The Projects shall not be operated for profit, and its entire properties, assets, and facilities shall be devoted to the purposes for which it is organized as set forth in its constitution, as the same may from time to time be amended.
Section 1. Purposes.
The purposes of the “Projects” as set forth in its constitution are exclusively restorative and educational in nature, to wit:
To repair, restore, renovate and preserve the historic buildings in Cohoes, New York containing existing buon frescoes in order for it to serve as a museum/gallery/art school and event venue indicative of the High Renaissance. To repair, restore, renovate and preserve the historic buildings in Schenectady, New York, proposed use adaptable to Community needs as required
To preserve historical building, to create viable and sustainable community space to promote, educate and teach the arts, especially the ancient and classical arts to all interested;
To insure and expand the use of the ancient art of buon fresco as a viable, contemporary green medium in fine art and architecture; and
To do any other act or thing incidental to or connected with the foregoing purposes or in the advancement thereof.
Board of Trustees
Section 1. Election and Powers.
The Board of Trustees shall have custody, control and direction of the “Projects” property collections, and other assets. Trustees shall be elected at each Annual Meeting of the Board, and each Trustee shall serve until his or her successor is elected and qualified, unless his or her Trusteeship be theretofore vacated by resignation, death, removal, or otherwise. Each Trustee shall be at least eighteen (18) years of age. Separate Boards may be elected for each of the “Projects” properties/ projects as required.
Section 2. Number.
The number of Trustees constituting the entire Board of Trustees shall be not less than five (5) nor more than twenty-five (25), of which no more than one-third (1/3) of the members are related to each other by birth, marriage or domicile, and shall be fixed by resolution of the Board of Trustees. If more than five (5) Trustees, the Board of Trustees by a two-thirds (2/3) vote of all members of the Board after notice of the proposed action in the call for a meeting, may increase or decrease the number of Trustees to the extent permitted in the Charter of the Museum, provided that no decrease shall shorten the term of any incumbent Trustee.
Section 3. Election and Term of Office.
Trustees shall be elected at the annual meeting of the Board of Trustees. Each Trustee shall serve a term not to exceed five (5) years. If so elected, a Trustee may, however, serve successive terms. Each Trustee shall hold office until the expiration of the term for which he is elected, and until his successor has been elected and qualified.
Section 4. Vacancies.
In case of any vacancy in the Board of Trustees, a majority of the remaining Trustees may elect a successor to fill the unexpired term, and to serve until his or her successor shall have been duly elected and qualified.
Section 5. Absences.
If any Trustee shall fail to attend three (3) consecutive meetings of the Board of Trustees without excuse accepted as satisfactory by the Board, such Trustee shall be deemed to have resigned and the vacancy shall be filled.
Section 6. Removal.
At any meeting of the Board of Trustees duly called, provided there is a quorum of not less than a majority present at such meeting, any Trustee may, by vote of two-thirds (2/3) of the entire Board, be removed from office for cause and another may be elected by the Board to fill the unexpired term of the Trustee so removed.
Section 7. Meetings.
The Annual Meeting of the Board of Trustees shall be held in November of each year on such date and at such time and place as may be fixed by the Board of Trustees and named in the notice. Regular Meetings of the Board of Trustees shall be held at such times as the Board may, from time to time, determine. Special Meetings of the Board of Trustees shall be held at any time, on call by the President of the Board, or by the Secretary on the request in writing of any three (3) members of the Board.
Section 8. Agenda for Regular Meetings.
The agenda or order of business for each Regular meeting shall include the following:
(a) Call to order
(b) Roll Call
(c) Approval of Minutes
(d) Financial report
(e) Reports of Regular Committees
(f) Reports of any other Committees
(g) Report of the Director
(h) Old business
(i) New business
Section 9. Notice of Meetings.
Notice of the time and place of every meeting of the Board shall be mailed not less than five (5) nor more than ten (10) days before the meeting, to each Trustee at his or her address as set forth in the records of the Museum.
Section 10. Waiver of Notice.
Notice of a meeting need not be given to any Trustee who submits a signed written waiver thereof, whether before or after the meeting, nor to any Trustee who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.
Section 11. Quorum.
A majority of the entire Board of Trustees shall constitute a quorum at any meeting of the Board, and except as otherwise provided by law or herein, a majority in number of such quorum shall decide any question that may come before the meeting. A majority of the Trustees present at any regular or special meeting, although less than a quorum, may adjourn the same from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.
Section 12. Action by the Board.
Except as provided for otherwise, the vote of a majority of the Board of Trustees present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.
Section 13. Action Without a Meeting.
Any action required or permitted to be taken by the Board of Trustees or any committee thereof at a duly held meeting may be taken without a meeting if all members of the Board of Trustees or the committee consent in writing to the adoption of a resolution authorizing the action. Such resolution and the written consents thereto by the members of the Board of Trustees or committee shall be filed with the minutes of the proceedings of the Board of Trustees or the committee.
Section 14. Personal Attendance by Conference Communication Equipment.
Any one or more members of the Board of Trustees or any committee thereof may participate in a meeting of such Board or committee, with the consent of all the members of such Board or committee present in person at such meeting, 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 the meeting.
Section 15. Executive Committee.
As soon as practicable each year following the Annual Meeting of the Board of Trustees, the Board of Trustees may, by resolution adopted by an affirmative vote of a majority of the entire Board, appoint an Executive Committee, to consist of not less than five (5) Trustees, including the President, Vice-President, Secretary, Treasurer, and other members of the Board as the Board shall determine upon recommendation by the President. The President shall be the Chairman of the Executive Committee. The Executive Committee shall have and may exercise between the meetings of the Board of Trustees all the authority of the Board of Trustees, except that the Executive Committee shall have no authority as to those matters proscribed under any provision of applicable law. Such committee shall keep minutes of proceedings and report to the Board. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Trustees, or any individual Trustee, of any responsibility imposed on it or him by law.
Section 16. Other Standing Committees.
As soon as practicable each year following the Annual Meeting of the Board of Trustees, the Board of Trustees, by resolution adopted by a majority of the entire Board, shall provide for an Audit Committee, to be composed of a minimum of three (3) Board members other than the Treasurer and President, to review the institutions’ financial transactions and reports. The Board shall also provide for a Collections Committee, to be composed of a minimum of three (3) Board members, the members to be appointed by the President with the President serving as Chairman of this committee. The Collections Committee shall recommend items for accession to and deaccession from the collections of the Museum. The Board of Trustees may provide for other standing committees of the Board, also by resolution adopted by a majority of the entire Board, each committee to consist of at least three (3) Trustees. The Board by such resolution may designate one or more Trustees as alternate members of any standing committee, who may replace any absent member or members at any meeting of such committee. Each standing committee of the Board shall serve at the pleasure of the Board. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Trustees, or any individual Trustee, of any responsibility imposed on it or him by law. Each standing committee shall keep minutes of proceedings and report to the Board.
The Board of Trustees may provide for the following standing committees, among others:
Community Relations Committee. The Community Relations Committee shall recommend policy for the community relations, public relations, membership programs, and development activities of the Museum.
Education Committee. The Education Committee shall recommend policy for all educational and group activities provided for the public.
Finance Committee. The Finance Committee shall review with the Director and the independent public accountants then serving the Museum audit policies and the proposed annual audit report to be submitted to the Board. The Treasurer shall serve as Chairman of the Finance Committee.
Nominating Committee. The Nominating Committee shall recommend (i) persons for election to the Board of Trustees, and (ii) a slate of officers for election to one (1) year terms at the Annual Meeting of the Board of Trustees. Nominations shall be mailed to each member of the Board of Trustees at least fifteen (15) days prior to the Annual Meeting of the Board. The Nominating Committee shall also recommend to the Board persons to fill vacancies as soon as practicable after they may occur. The President shall not serve on the Nominating Committee.
Personnel Committee. The Personnel Committee shall recommend policies relating to the recruitment, compensation, benefits, and retention of Museum employees, other than the Director, and all employee policies and programs.
House and Grounds Committee. The House and Grounds Committee shall recommend policies for the maintenance, repair, and occupancy of the physical facilities and grounds of the Museum.
Section 17. Other Special Committees.
Special committees of the Board consisting of three (3) Board members, shall be appointed by the chairman of the Board or the president of the corporation if there is no chairman of the Board, with the consent of the Board. Special committees shall have only the powers specifically delegated to them by the Board and in no case shall have powers which are not authorized for standing committees by law. Each special committee of the Board shall serve at the pleasure of the Board. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Trustees, or any individual Trustee, of any responsibility imposed on it or him by law. Each special committee shall keep minutes of proceedings and report to the Board.
Section 18. Other Committees.
The President, with the approval of the Board of Trustees, may designate additional committees, each of which shall consist of at least three (3) Trustees and may include other persons who need not be Trustees. Each such committee shall have such authority and shall serve for such time as provided in the resolution designating the committee, except that such authority shall not exceed the authority conferred on the Executive Committee by Section 15 or on any standing or special committee by Sections 16 and 17, respectively, of this Article.
Section 1. Election of Officers.
The Board of Trustees shall elect a President, a Vice-President, a Secretary, and a Treasurer of the Museum. Each such officer shall be elected from among the Trustees at the Annual Meeting of the Board for a term of one year. Any vacancy in the above offices shall be filled by the Board of Trustees as soon as practicable.
Section 2. Removal.
At any meeting of the Board of Trustees duly called, any Officer of the Museum may, by a vote of two-thirds (2/3) of the entire Board, be removed from office and another may be elected by the Board in the place of the Officer so removed, to serve until the next Annual Meeting of the Board.
Section 3. President.
The President shall be the presiding officer of the Board of Trustees with the power and duty to exercise general supervision over the affairs and operations of the "Projects". He or she shall act as Chairman of and preside at all meetings of the Board and of the Executive Committee. He or she shall serve on all Regular and other committees, except the Nominating Committee, in addition to the appointed members. The President shall have such other powers and duties as may be designated by the Board.
Section 4. Vice-President.
At the request of the President or in his or her absence or during his or her disability, the Vice-President shall perform the duties and exercise the functions of the President. The Vice-President shall have such other powers and duties as may be designated by the Board of Trustees or the President.
Section 5. Secretary.
The Secretary shall be responsible for the keeping of Minutes of all meetings of the board of Trustees. He or she shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law. The Secretary shall be responsible for the custody of the records and of the seal or seals of the Museum. The Secretary shall have such other powers and duties as may be designated by the Board or the President.
Section 6. Treasurer.
The Treasurer shall have supervision over the financial records of the Museum. The Treasurer shall provide the Board of Trustees at each of its regular meetings with a statement of the financial condition of the Museum. He or she shall serve as Chairman of the Finance Committee and shall have such other powers and duties as may be designated by the Board.
Section 1. Purpose and Authorization.
In order to provide a means of attracting interest in and support for the activities of the Museum, the Board of Trustees may establish from time to time one or more classes of membership as it deems fit, on such terms and conditions as the Board by resolution shall determine. Such membership shall not, however, provide any such member with voting rights in the organization or the ability to direct the activities of the organization.
Section 1. Director.
The Board of Trustees may appoint and employ a chief administrator of the Museum, designated as Director. The Director shall serve at the pleasure of the Board.
Section 2. Duties of Director.
The Board of Trustees may delegate to the Director the responsibility and authority for carrying out the policies and purposes that have been adopted and approved by the Board. The Director shall be the chief officer of the staff of the Museum, and shall appoint, supervise and, when necessary, discharge individuals who occupy staff positions authorized by the Board. The Director shall have such powers and duties as may be designated by the Board.
Amendments and Other Provisions
Section 1. Amendments.
These Bylaws may be adopted, amended or repealed in whole or in part by the affirmative vote of a majority in number of the entire Board of Trustees, provided that at least ten (10) days before the meeting at which any amendment shall be voted upon, written notice of the proposed amendment shall be mailed to each member of the Board, together with a concise statement of the changes proposed to be made.
Section 2. Conduct of Meetings.
Except as otherwise provided in these bylaws, by applicable law or by resolution of the Board of Trustees, all meetings of the Board or of any committee designated by the Board shall be conducted in conformity with Robert’s Rules of Order, Revised, as amended from time to time.
Section 3. Financial Reporting.
For financial reporting purposes the Museum shall report from January 1st to December 31st of each year.
Section 4. Indemnification.
The Museum shall indemnify (a) any person made or threatened to be made a party to any action or proceeding by reason of the fact that such a person, or such person’s testator or intestate, is or was a Trustee or Officer of the Museum and (b) any Trustee or Officer of the Museum who served any other corporation of any type or kind, or any partnership, joint venture, trust, employee benefit plan, or other enterprise, association, or entity in any capacity at the request of the Museum, in the manner and to the maximum extent permitted by the Not-for-Profit Corporation Law of New York, as amended from time to time; and the Museum may, in the discretion of the Board of Trustees, purchase and maintain insurance pursuant to such indemnification and indemnify all other corporate personnel to the extent permitted by law.
Section 5. Interested Trustees and Officers.
Each Trustee and Officer of the Museum shall disclose in writing to the Board of Trustees any conflict of interest which he believes may arise in connection with his service as a Trustee or an Officer of the Museum. No contract or other transaction between the Museum and any other corporation, firm, association, or other entity in which one or more of its Trustees or Officers are directors or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such Trustee or Trustees or Officer or Officers are present at the meeting of the Board or of a committee thereof, which authorizes such contract or transaction, or that their votes are counted for such purposes if the material facts as to such common directorship, officership, financial or other interest are disclosed in good faith or known to the Board or committee, and if the Board or committee authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interested Trustee or Officer.