AHSEF Bylaws


AHSEF Bylaws

Article I

Name and Purpose

Section 1. The following paragraphs contain provisions for the regulation and management of The Aviation High School Education Foundation, Inc., a New York Not-for-Profit corporation.

Section 2. Name. The name of the organization shall be The Aviation High School Education Foundation, Inc., hereinafter referred to as the “Foundation”.

Section 3. Purpose. The Foundation, organized under the Not-for-Profit Corporation Law of the State of New York (“NPCL”), shall have for its purposes:

(a) to maintain the relationship of alumni to Aviation Career and Technical Education High School (“Aviation High School”) and to each other through written and other communications, and social, academic and other events,

(b) to render aid and cooperation to Aviation High School in order to facilitate academic and extracurricular programs and other student activities,

(c) to support the students of Aviation High School through the collection and distribution of financial, equipment, supply, service, etc. donations for the support, enhancement and development of the students and programs within the school,

(d) to award scholarships and other grants to deserving students of Aviation High School, and

(e) to raise funds in order to support those activities which result in the furtherance of items (a) through (d) above.

Article II

General

Section 1. The Foundation’s principal office shall be at Aviation High School, presently located at 45-30 36th Street, Long Island City, New York 11101. A separate mailing address may be designated from time to time.

Section 2. The Foundation shall have as its fiscal year the period from January 1 to December 31.

Section 3. If there is a conflict between a provision of these Bylaws and a mandatory provision of the Certificate of Incorporation of the Foundation, or a mandatory provision of the laws of the State of New York, the mandatory provision of the laws of the State of New York or of the Certificate of Incorporation of this Foundation shall control.

Section 4. Nondiscrimination. The Foundation shall not discriminate (except pursuant to applicable law) against any employee, or applicant for employment, because of: race; color; creed; sex; sexual orientation; age; physical or mental disability; national origin; alienage or citizenship status; gender (including gender identity and sexual harassment); marital status and partnership status; arrest or conviction record; status as a victim of domestic violence, stalking, and sex offenses; unemployment status; or any other status where discrimination is prohibited under city, state or federal nondiscrimination laws then in effect.

Article III

Members

Section 1. The Foundation shall not have members.

Article IV

Amendment of Bylaws

Section 1. The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the Board of Directors. The bylaws may contain any provisions for the regulation or management of the affairs of the Foundation not inconsistent with the law or the Certificate of Incorporation.

Section 2. These bylaws may be amended at any time by a two-thirds (2/3) vote of the Board of Directors present at a regular or special meeting of the Board, provided that at least fourteen (14) days prior notice has been given, including the language proposed to be changed, added or deleted in accordance with the notice requirements of these bylaws.

Article V

Board of Directors

Section 1. General Powers. The affairs of the corporation shall be managed by a Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the corporation shall be not less than three (3) and no more than nine (9). Each director shall hold office for three (3) years (that is each director term shall expire upon the third annual meeting following the annual meeting at which such director was elected and until such director's successor shall have been elected provided that upon the formation of this corporation, one-third (1/3) of the members of the Board of Directors shall have been designated to serve for terms expiring at the first annual meeting, one-third (1/3) of the members of the initial Board of Directors shall have been designated to serve for terms expiring upon the second annual meeting of the members, and the remaining one-third (1/3) of the initial Board of Directors shall have been designated to serve terms expiring upon the third annual meeting. The terms of the directors of the corporation will begin immediately following their election. The members of the Board of Directors shall be elected at annual meeting or at a special meeting called for that purpose. All current directors shall be entitled to participate in the annual election of directors. Each director shall hold office for the term for which he or she is appointed and until a successor has been appointed. Directors shall be natural persons of the age of eighteen (18) years or older but need not be residents of the State of New York. No Director shall serve more than two (2) consecutive three-year terms.

Section 3. Vacancies. Any director may resign at any time by giving written notice to the president or to the secretary of the corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. After recommendation by the Nominating Committee, any vacancy occurring on the Board of Directors, and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors. Any directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office continuing only until the next annual meeting at which directors are appointed. Upon affirmative acceptance of election or appointment to office, such director shall be installed immediately.

Section 4. Regular Meetings. A regular annual meeting of the Board of Directors shall be held at 6:30 PM on the first Wednesday of May in each year for the purpose of electing the Directors or for transacting any other business that may come before the Board. The Board of Directors may provide by resolution the time and place either within or without the State of New York, for the holding of additional regular meetings of the Board without other notice than such resolution. Regular monthly meetings of the Board of Directors shall be held at 6:30 PM on the first Wednesday of each month unless at the discretion of the President, such meeting should be cancelled or rescheduled.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the request of the President or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of New York, as the place for holding any special meeting.

Section 6. Place of Meeting. The Board of Directors may meet at Aviation High School for any annual or special meeting of the Board of Directors.

Section 7. Notice. Notice of the annual meeting and any other regular or special meeting of the Board of Directors shall be given at least fourteen (14) days prior to the meeting by written notice delivered personally or sent by mail or electronic notice to each director at the director's address or email address as shown by the record of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 8. Quorum of Directors. A majority of the minimum number of directors fixed by Section 2 of this Article shall constitute a quorum for the transaction of business. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9. Action by Directors Without a Meeting. Any action required to be taken at a meeting of the directors of the corporation or any action which may be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors. This consent shall have the same force and effect as a unanimous vote.

Section 10. Compensation. Directors shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board.

Section 11. Removal of Director. A director with three (3) consecutive unexcused absences from regular meetings shall be deemed to have forfeited office and a vacancy shall occur therein.

Article VI

Officers

Section 1. General. The officers of the corporation shall consist of a president, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary, each of whom shall be appointed annually by the Board of Directors. Any two or more offices may be held by the same person, except the offices of president and secretary. The officers of the corporation shall be natural persons of the age of eighteen (18) years or older. In all cases where the duties of any officer or employee are not described by the bylaws or by the Board of Directors, such officer or employee shall follow the orders of the president. Officers must be a person(s) of good moral character and is able (or have no deficiency that would prevent the officer) to serve a fiduciary to a not-for-profit corporation that serves an educational institution. The presiding officer may, at his or her discretion, use Robert’s Rules of Order to conduct the meeting.

Section 2. Appointment and Term of Office. The officers of the corporation shall be appointed by the Board of Directors at each annual meeting of the Board of Directors. Each officer shall hold office until the first of the following to occur: until his or her successor shall have been duly appointed; or until his or her death; or until he or she has resigned or until he or she has been removed in the manner hereinafter provided.

Section 3. Removal. Any officer may be removed by the Board of Directors when in their judgment the best interests of the corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office, however occurring, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. President. The president shall be the principal executive officer of the Foundation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Foundation. The president shall, when present, preside at all meetings of the Board of Directors, and may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, all documents which the Board of Directors has authorized to be executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice-President. If appointed, a vice-president shall assist the president and shall perform such duties as may be assigned by the president or by the Board of Directors. In the absence of the president or in the event of his or her death, inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all restrictions upon the president.

Section 7. Secretary. The secretary shall: (a) keep minutes of the proceedings of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Foundation and affix the seal to all documents when authorized by the Board of Directors; and (d) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the Board of Directors. Nothing contained herein shall preclude delegation of scrivener's duties to an employee designated for such purpose.

Section 8. Treasurer. The treasurer shall be the principal financial officer of the Foundation and shall have the care and custody of all funds and other personal property of the Foundation and shall deposit the same in accordance with the instructions of the Board of Directors. The treasurer shall receive and give receipts for monies due and payable to the Foundation from any source whatsoever, deposit all such monies in the name of the Foundation in such depositories selected by the Foundation, and shall payout of the funds on hand all bills, payrolls, and other just debts of the Foundation of whatever nature upon maturity. The treasurer shall perform all other duties incident to the office of Treasurer and, upon request of the Board of Directors, shall make such reports to it as may be required at any time. The treasurer shall have such other powers and perform such other duties as may be from time to time prescribed by the Board of Directors or the president. The treasurer shall also be the principal accounting officer of the Foundation, and shall prescribe and maintain the methods and systems of accounting to be followed, keep correct and complete books and records of account, and prepare and file all local, state, and federal tax returns. An annual audit of the Foundation 's books and records should be performed by a certified public accountant not represented on the board of directors.

Article VII

Staff

Section 1. Staff. The Foundation may have one or more paid staff members to actively fundraise to meet the mission and purpose of the Foundation and to provide ongoing communication and updates to Aviation High School and alumni.

Article VIII

Fiduciary Matters

Section 1. Indemnification.

(a) Scope of Indemnification. The Foundation shall indemnify each director, officer, employee and volunteer of the corporation to the fullest extent permissible under the laws of the State of New York and may in its discretion purchase insurance insuring its obligations hereunder or otherwise protecting the persons intended to be protected by this Section. The Foundation shall have the right, but shall not be obligated, to indemnify any agent of the Foundation not otherwise covered by this Section to the fullest extent permissible under the laws of the State of New York.

(b) Savings Clause; Limitation. If any provision of the laws of the State of New York or these bylaws dealing with indemnification shall be invalidated by any court on any ground, then the Foundation shall nevertheless indemnify each party otherwise entitled to indemnification hereunder to the fullest extent permitted by law or any applicable provision of the laws of the State of New York or these bylaws that shall not have been invalidated. Notwithstanding any other provision of these bylaws, the Foundation shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the qualification of the Foundation as an organization described in section 501(c)(3) of the Internal Revenue Code, or that would result in the imposition of any liability under either section 4941 or section 4958 of the Internal Revenue Code.

Section 2. General Standards of Conduct for Directors and Officers.

(a) Discharge of Duties. Each director shall discharge the director's duties as a director, including the director's duties as a member of a committee of the board, and each officer with discretionary authority shall discharge the officer's duties under that authority (i) in good faith; (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (iii) in a manner the director or officer reasonably believes to be in the best interests of the Foundation.

(b) Reliance on Information, Reports, Etc. In discharging duties, a director or officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (i) one or more officers or employees of the Foundation whom the director or officer reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, a public accountant or another person as to matters the director or officer reasonably believes are within such person's professional or expert competence; or (iii) in the case of a director, a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence. A director or officer is not acting in good faith if the director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this Section unwarranted. Financial reports, meeting minutes, and copies of pertinent Foundation documents will be shared with the Principal of Aviation High School for transparency in meeting the mission of the Foundation.

(c) Liability to Corporation or Its Members. A director or officer shall not be liable as such to the Foundation or its members for any action taken or omitted to be taken as a director or officer, as the case may be, if, in connection with such action or omission, the director or officer performed the duties of the position in compliance with this Section.

(d) Director Not Deemed to Be a "Trustee." A director, regardless of title, shall not be deemed to be a "trustee" within the meaning given that term by trust law with respect to the Foundation or with respect to any property held or administered by the Foundation including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.

Section 3. Conflicts of Interest.

(a) Definition. A conflict of interest arises when any "responsible person" or any "party related to a responsible person" has an "interest adverse to the Foundation." A "responsible person" is any individual in a position to exercise substantial influence over the affairs of the Foundation, and specifically includes, without limitation, directors and officers of the Foundation. A "party related to a responsible person" includes his or her extended family (including spouse, ancestors, descendants and siblings, and their respective spouses and descendants), an estate or trust in which the responsible person or any member of his or her extended family has a beneficial interest or a fiduciary responsibility, or an entity in which the responsible person or any member of his or her extended family is a director, trustee or officer or has a financial interest. "An interest adverse to the Foundation " includes any interest in any contract, transaction or other financial relationship with the Foundation, and any interest in an entity whose best interests may be impaired by the best interests of the Foundation including, without limitation, an entity providing any goods or services to or receiving any goods or services from the Foundation, an entity in which the Foundation has any business or financial interest, and an entity providing goods or services or performing activities similar to the goods or services or activities of the Foundation.

(b) Disclosure. If a responsible person is aware that the Foundation is about to enter into any transaction or make any decision involving a conflict of interest, (a "conflicting interest transaction"), such person shall: (i) immediately inform those charged with approving the conflicting interest transaction on behalf of the Foundation of the interest or position of such person or any part related to such person; (ii) aid the persons charged with making the decision by disclosing any material facts within the responsible person's knowledge that bear on the advisability of the Foundation entering into the conflicting interest transaction; and (iii) not be entitled to vote on the decision to enter into such transaction.

(c) Approval of Conflicting Interest Transactions. The Foundation may enter into a conflicting interest transaction provided either:

(i) The material facts as to the responsible person's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the board of directors or to a committee of the board of directors that authorizes, approves or ratifies the conflicting interest transaction, and the board or committee in good faith authorizes, approves or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors on the board or committee, even though the disinterested directors are less than a quorum; or

(ii) The material facts as to the responsible person’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the members, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the members entitled to vote thereon; or

(iii) The conflicting interest transaction is fair as to the Foundation.

Section 4. Liability of Directors for Unlawful Distributions.

(a) Liability to Corporation. A director who votes for or assents to a distribution made in violation of law or the Certificate of Incorporation of the Foundation shall be personally liable to the Foundation for the amount of the distribution that exceeds what could have been distributed without violating the law or the Certificate of Incorporation if it is established that the director did not perform the director's duties in compliance with the general standards of conduct for directors set forth herein.

(b) Contribution. A director who is liable under Section 4 for an unlawful distribution is entitled to contribution: (i) from every other director who could be liable under Section 4 for the unlawful distribution; and (ii) from each person who accepted the distribution knowing the distribution was made in violation of law or the Certificate of Incorporation, to the extent the distribution to that person exceeds what could have been distributed to that person without violating the laws of the state of or the Certificate of Incorporation.

Section 5. Loans to Directors and Officers Prohibited.No loans shall be made by the Foundation to any of its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof.

Article IX

Contracts, Checks, Deposits and Refunds

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Foundation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Directors. No such instrument shall be issued or presented for payment by the Foundation in an amount greater than one thousand dollars ($1,000) unless it bears the signature of at least one officer and one other officer or director (for a total of two [2] signatories).

Section 3. Expenditures. All unbudgeted expenditures in an amount greater than one hundred dollars ($100) shall be approved by the Board prior to payment.

Section 4. Deposits. All moneys of the Foundation shall be deposited at or invested with financial institutions accredited by and located in the United States and in accordance with the NPCL, including but not limited to Section 514(b) thereof.

Section 5. Gifts. The Board of Directors may accept on behalf of the Foundation any donation, contribution, gift, bequest or devise for the general purposes or for any special purpose of the Foundation for the sole purpose of supporting Aviation High School as stated in these Bylaws.

Section 6. There shall be kept at the office of the Foundation correct books of account of the activities and transactions of the Foundation including a minute book which shall contain a copy of these Bylaws plus all minutes of meetings of the Board of Directors (“Board”) and its committees, as well as all other records of the Foundation.

Article X

Committees

Section 1. There shall be established a Nominating Committee of the Board of Directors which shall consist of the president of the Foundation and two other board members to be appointed by the president. Preference shall be made to appoint past-presidents of the Foundation. If a former president otherwise eligible shall be unwilling or disqualified from serving then the next immediate past president shall be a Member of the Nominating Committee. The Nominating Committee shall present nominations to the Board of Directors to fill vacancies on the Board and shall make nominations for the officers of the Foundation. Such nominations shall be so presented not later than one month prior to the annual meeting.

Section 2. Other Committees. The Board of Directors may establish such other committees as it deems necessary to carry out the duties of the Board. The members of each committee shall be appointed by the President. The Board of Directors shall by resolution provide for the rules of operation for each committee established.

Article XI

Communication With Aviation High School

Section 1. The Board of Directors will consult with the Principal of Aviation High School on a quarterly basis to ensure that The Aviation High School Education Foundation, Inc. supports the mission of supporting the students and programs of Aviation High School as outlined in Article I of these Bylaws.

Article XII

Dissolution of the Foundation

Section 1. Dissolution of Foundation. In the event of the dissolution or liquidation of the Foundation, the Board shall donate any assets then owned by the Foundation to Aviation High School or an organization which supports Aviation High School and which satisfies Section 501(c)(3) of the Internal Revenue Code, and as further required by the NPCL.

DATED: August 19, 2019