3) To educate policy makers, legislators and the general public about the benefits of a fair and humane immigration policy;

Transcription

1 West 25 th Street 12 th Floor New York, NY (212) STATEMENT OF PURPOSE AND BY-LAWS OF THE NEW YORK IMMIGRATION COALITION, INC. ADOPTED ON OCTOBER 24, 1990 AMENDED ON SEPTEMBER 16, 1999 AMENDED ON MAY 21, 2003 AMENDED ON NOVEMBER 30, 2006 AMENDED ON DECEMBER 10, 2014 STATEMENT OF PURPOSE The New York Immigration Coalition, Inc. (the Coalition ) is a collaborative effort of ethnic, labor, religious, legal, government, research, academic and other non-profit organizations which advocate for policies that will ensure the full rights and socio-economic well-being of immigrants and refugees. The goals of the Coalition are: 1) To provide a monitoring and advocacy voice on policy, regulatory and legislative issues as they affect the immigrant community in New York; 2) To coordinate the response of the greater New York immigrant and immigration advocacy communities when situations arise which require their concerted action; 3) To educate policy makers, legislators and the general public about the benefits of a fair and humane immigration policy; 4) To encourage and increase the participation of community-based, ethnic organizations in developing and advocating for fair and humane policies to address the concerns of the immigrant and refugee community; 5) To serve as a clearinghouse for information regarding policies, regulations and legislation affecting immigrants at the city, state and national levels; 6) To promote cooperation among diverse agencies in developing responses to problems confronting the immigrant community; and 7) To advocate for equitable and humane policies in the areas of health, housing, public entitlements, labor, education and others which affect the quality of life of immigrants NYCSR03A - MSW

2 p.2 NYIC Statement of Purpose and By-laws BY-LAWS OF THE NEW YORK IMMIGRATION COALITION, INC. ARTICLE I: MEMBERS SECTION 1. Membership Membership in the Coalition shall be open to organizations and individuals who support the purposes of the Coalition as set forth in its Certificate of Incorporation and Statement of Purpose and who comply with such membership policies, including the assessment of membership fees, as the Board (as defined below) may from time to time adopt (each, a Member and, collectively, the Membership ). SECTION 2. Meetings The annual meeting of the Membership shall be held at a place, time and date as may be fixed by the Board. Other opportunities for the Membership to meet through the year shall be provided through task forces that focus on specific areas important to the Membership. SECTION 3. Notice of Meetings Written notice of the place, date and hour of annual, regular or special Membership meetings shall be given in compliance with the New York Not-for-Profit Corporation Law (as amended from time to time). In particular, and without limitation, notice of meetings may be given by first class mail, postage prepaid, by personal delivery, by facsimile or by , and any such notice shall be given not less than ten (10) days nor more than fifty (50) days before the date of the meeting. SECTION 4. Voting There shall be three (3) classes of Membership: organization, government and individual. Organizational Members shall be voting Members; government and individual Members shall be nonvoting. Each organizational Member shall designate its official representative to the Coalition; at any meeting of the Membership, each organizational Member represented at the meeting in person or by proxy shall be entitled to only one (1) vote, to be cast by its designated representative. Upon the request of any voting Member represented at the meeting, a vote on any question before the meeting may be by ballot submitted by the voting Members represented at the meeting. SECTION 5. Quorum At all meetings of the Membership, one-tenth (1/10 th ) of the voting Members shall constitute a quorum for the transaction of business. Members may be represented by proxies authorized by such Members in writing (including by ). No proxy shall be valid for more than one (1) meeting of the Membership or an adjournment thereof. Any one (1) or more Members may participate in a meeting of the Membership by means of a conference telephone or similar communications equipment (including video conference technology) by means of which all persons participating in the meeting can hear each other at the same time. Representation by proxy at a meeting of the Membership shall constitute presence at such meeting. SECTION 6. Action by the Members Except as otherwise provided by these by-laws (these By-laws ), the vote of a majority of Members entitled to vote, if a quorum is present at such time, shall be the act of the Membership. Members may take action at a Membership meeting by a majority of the votes cast, either in person or by proxy, or without a meeting upon the consent of all the Members entitled to vote thereon, which consent sets forth the action taken. Such consent may be written or electronic. If written, the consent must be executed by the Member or the Member s authorized officer, director, employee or agent by signing such consent, or causing her/his signature to be affixed to such consent, by any reasonable means including but not limited to facsimile signature. If electronic, the transmission of the consent must be sent by and

3 p.3 NYIC Statement of Purpose and By-laws must set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the Member. SECTION 7. General Powers Organizational Members shall have the power to participate in the development of initiatives and projects consistent with the Coalition s Certificate of Incorporation and Statement of Purpose; to elect Directors (as defined below); to set the priorities and general policies of the Coalition in conjunction with the Board; to amend these By-laws pursuant to Article XI hereof; and such other powers as are specifically designated in these By-laws. ARTICLE II: BOARD OF DIRECTORS SECTION 1. Number, Qualifications, Election and Term of Office The business and affairs of the Coalition shall be managed and controlled by a Board of Directors (the Board ; each member of which, a Director ). The Board shall establish programs, develop and implement policies and determine operating procedures for the Coalition. Only the designated representative of an organizational Member or an individual Member shall be eligible to serve as a voting Director. The number of Directors will be established and may be increased or decreased from time to time by resolution of the Directors; however, at no time shall the Board consist of less than ten (10) persons or more than thirty-five (35) persons, and at no time shall the number of individual Members who serve on the Board account for more than 20% of the total number of Directors. The Entire Board consists of those Directors elected as of the most recently held election of Directors. For the avoidance of doubt, the number of Directors composing the Entire Board shall be the total number of directors entitled to vote which the Coalition would have if there were no vacancies. It is furthermore provided that no reduction in the number of Directors shall have the effect of shortening the term of any Director in office at the time such resolution becomes effective. Except as hereinafter provided with respect to the filling of vacancies, Directors shall be elected for a term of two (2) years by a vote of the Membership and shall serve until their successors have been elected or appointed and qualified. This shall be by the affirmative vote of a plurality of Members entitled to vote, provided that a quorum is present and participating in the vote. SECTION 2. Meetings of the Board and Notice Thereof There shall be at least two (2) meetings of the Board each year, one (1) of which shall be the annual meeting of the Board. The annual meeting of the Board, at which the Board shall elect the officers of the Coalition, shall be held at a place, time and date as may be fixed by the Board. The Board shall hold such other meetings at such regular times as may be determined by the Board and may be called by the Chairperson, or by a majority of the Directors then in office, whenever in her/his or their judgment it may be desirable. Notice of regular Board meetings shall be given to each Director not less than seven (7) days prior to the meeting, either personally or by telephone, fax, or mail, specifying the date, time and place of such meeting. Notice of special meetings, which may be called to discuss matters requiring immediate attention, shall state the purpose or purposes for which such a meeting is called and must be delivered to each Director not less than forty-eight (48) hours prior to the meeting either personally or by telephone, fax, or mail. Meetings of the Board may be held without notice if all the Directors are present or if those not present waive notice in writing (including by ), either before or after the meeting. Any one (1) or more Directors or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment (including video conference technology) by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

4 p.4 NYIC Statement of Purpose and By-laws SECTION 3. Quorum and Acts of the Majority One-half (1/2) of the Directors then in office shall constitute a quorum for the transaction of all business including, but not limited to, decisions related to the creation or expansion of Coalition programs and approval of the Coalition s annual budget. On all matters coming before the Board present at a meeting at which a quorum is present, approval of such matters by a majority of the Directors present shall be the act of the Board, except where otherwise provided by law or these By-laws. The Board, or any committee thereof, may take action without a meeting if all Directors, or members of the committee, consent to the adoption of a resolution authorizing the action. Such consent may be written or electronic. If written, the consent must be executed by the Director or member by signing such consent, or causing her/his signature to be affixed to, such consent by any reasonable means including, but not limited to, facsimile signature. If electronic, the transmission of the consent must be sent by and must set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the Director or member. SECTION 4. Vacancies Whenever any vacancy shall occur in the Board, said position shall be filled by affirmative vote of a majority of the Directors then in office. Any Director so elected shall hold office until the next annual meeting of the Membership at which the election of Directors is in the regular order of business. SECTION 5. Resignation and Removal of Directors Any Director may resign from office at any time by delivering a resignation in writing to the Chairperson. By a two-thirds vote of the Entire Board, a Director may be removed with or without cause before the expiration of her/his term at any special meeting called for that purpose. SECTION 6. Policy Positions and Policy Statements The Board shall be empowered to allow the name of the Coalition ( New York Immigration Coalition, Inc., New York Immigration Coalition or NYIC ) to be used in support of national advocacy or educational efforts related to immigrants affairs and consistent with the Coalition s Statement of Purpose and Certificate of Incorporation. SECTION 7. Advisory Members of the Board From time to time and in such numbers as nominating procedures hereinafter described shall provide, individual and governmental Members may be elected to serve in a non-voting, advisory capacity on the Board ( Advisory Members of the Board ). ARTICLE III: OFFICERS SECTION 1. Officers As hereinbefore provided, the Board shall elect annually from among its voting Directors, and by an affirmative vote of the majority, a chairperson (the Chairperson ), three (3) vice-chairpersons ( Vice- Chairpersons ; one (1) of whom shall be an executive vice chairperson (the Executive Vice- Chairperson )), a secretary (the Secretary ) and a treasurer (the Treasurer ). No employee of the Coalition may serve as the Chairperson. The officers so elected shall also serve as the officers of the Coalition and as members of the Executive Committee. SECTION 2. Term of Office The term of office for all officers shall be one (1) year or until their respective successors are elected and have taken office, provided that no officer shall serve more than five (5) successive terms in the same office and further provided that any officer of the Coalition may be removed at any time, with or without cause, by the affirmative vote of two-thirds of the Directors then in office.

5 p.5 NYIC Statement of Purpose and By-laws SECTION 3. Vacancies Whenever any vacancy in an office shall occur, the vacancy shall be filled from within the Board by an affirmative vote of a majority of the Directors then in office. The officer so selected shall hold office for the unexpired term of her/his predecessor and until her/his successor is elected. SECTION 4. Powers and Duties Subject to such limitations as the Board may from time to time prescribe, all officers of the Coalition shall have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be conferred by the Board. The Chairperson shall have general supervision of all of the affairs of the Coalition and shall preside at all meetings of the Membership, of the Board and of the Executive Committee as hereinafter described. No employee of the Coalition may serve as Chairperson. During the absence or disability of the Chairperson, the Executive Vice-Chairperson shall exercise the Chairperson s powers and duties, except such as may from time to time be delegated by the Board or the Executive Committee to some other person or persons. ARTICLE IV: COMMITTEES OF THE BOARD SECTION 1. Committees of the Board The Board may, by resolution adopted by a majority of the Entire Board, establish and appoint certain committees (each, a Committee of the Board ), including but not limited to an Executive Committee and an Audit Committee. The Chairperson shall appoint the chairperson of each Committee of the Board. Each Committee of the Board shall consist of three (3) or more Directors and members of each Committee of the Board must be Directors. To the extent provided in the resolution establishing it, each Committee of the Board shall have all the authority of the Board except as to the following matters: a. the filling of vacancies on the Board or on any Committee of the Board or Committee of the Corporation (as defined below); b. the amendment or repeal of these By-laws or the adoption of new by-laws; c. the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable; d. the fixing of compensation of the Directors for serving on the Board or any Committee of the Board or Committee of the Corporation; and e. the submission to Members of any action requiring Members approval under law or these By-laws. SECTION 2. Executive Committee An Executive Committee shall have full power and authority when the Board is not in session to exercise all the powers of the Board in the management and control of the affairs of the Coalition (except as hereinafter expressly provided). The Executive Committee shall consist of the Chairperson, three (3) Vice-Chairpersons, the Secretary and the Treasurer, all of whom shall have been elected by the Board from among the Directors as hereinbefore provided. The Board may from time to time elect additional members of the Executive Committee from among the Directors. The Executive Committee shall have the power to affix the seal of the Coalition to all papers which may require it. The Board may, from time to time, by a vote of a majority of the Entire Board, modify, restrict or revoke any or all powers heretofore vested in the Executive Committee. Should a vacancy occur in the Executive Committee, it shall be filled by an affirmative vote of a majority of the Entire Board. The Board is authorized and empowered to remove any member of the Executive Committee by the affirmative vote of two-thirds of the Directors then in office. The Chairperson shall fix the time and place of the Executive Committee s meetings and its rules of procedure and shall report to the Board at the next Board meeting any and all actions taken by the Executive Committee.

6 p.6 NYIC Statement of Purpose and By-laws SECTION 3. Audit Committee An Audit Committee composed solely of Independent Directors (as defined below; and in no case fewer than three (3) in number) shall have full power and authority to oversee the Coalition s accounting and financial reporting processes and an audit of the Coalition s financial statements. Beginning in the calendar year 2015, the Audit Committee shall: a. annually retain or renew the retention of an independent certified public accountant (the Independent Auditor ) to conduct an audit of the Coalition s financial statements (the Audit ) and, upon completion thereof, review the results of the Audit and any related management letter with the Independent Auditor; b. before the Audit, review with the Independent Auditor the scope and planning of the Audit; c. after the Audit, review and discuss with the Independent Auditor: any material risks and weaknesses in internal controls identified by the Independent Auditor; any restrictions on the scope of the Independent Auditor s activities or access to requested information; any significant disagreements between the Independent Auditor and the Coalition s management; and the adequacy of the Coalition s accounting and financial reporting processes; d. annually consider the performance and independence of the Independent Auditor; e. report on the Audit Committee s activities to the Board; and f. oversee the adoption of, implementation of and compliance with any conflict of interest policy or whistleblower policy adopted by the Coalition. As used in these By-laws, the term Independent Director means a Director who (i) is not, and has not been within the last three (3) years, an employee or affiliate of the Coalition; (ii) has not received, in any of the last three (3) fiscal years, more than $10,000 in direct compensation from the Coalition or an affiliate of the Coalition (other than reimbursement for expenses reasonably incurred as a Director or reasonable compensation for service as a Director); (iii) is not a current employee of, or does not have a substantial financial interest in, any entity that has made payments (not including charitable contributions) to, or has received payments (not including charitable contributions) from, the Coalition or an affiliate of the Coalition for property or services in an amount which, in any of the last three (3) fiscal years, exceeds the lesser of $25,000 or 2% of such entity s consolidated gross revenues; and (iv) does not have a relative for whom the descriptions in (i), (ii) or (iii), above, are true. SECTION 4. Nominating Committee A Nominating Committee composed of at least three (3) Directors shall be elected annually by a vote of a majority of the Directors for a term of one (1) year or until their respective successors are elected and have taken office. Such Nominating Committee shall be a Committee of the Board. At least twenty-five (25) days prior to each annual meeting of the Membership, the report of the Nominating Committee shall be mailed or ed to all Members. Such report shall list the slate of individuals nominated to fill available positions on the Board and Advisory Members of the Board to be elected to the Board at that year s annual meeting of the Membership. Within seven (7) days thereafter, additional nominations may be made in a writing signed by at least 10% of the organizational Members eligible to vote in the election to be held at such annual meeting of the Membership and delivered to the offices of the Coalition within such time. Only persons so nominated either by the Nominating Committee or by such written notice may be voted at the succeeding annual meeting of the Membership. At least ten (10) days prior to each annual meeting of the Membership, proxy material for the annual meeting of the Membership shall be mailed or ed to all Members. The Nominating Committee shall also nominate

7 p.7 NYIC Statement of Purpose and By-laws Directors to serve on the Executive Committee and shall have the power to make recommendations for the election of Directors to fill vacancies occurring during the year. SECTION 5. Committees of the Corporation Aside from Committees of the Board, certain other committees ( Committees of the Corporation ) may be appointed by the Chairperson with the consent of the Board and shall have only the powers specifically delegated to them by the Board. No such Committee of the Corporation shall have the authority to bind the Board. Each Committee of the Corporation shall report its actions and recommendations to the Executive Committee, the Board or the Membership whenever the Chairperson shall so request, require or permit. ARTICLE V: EXECUTIVE DIRECTOR The Board shall select and hire an Executive Director who shall receive reasonable compensation for her/his services. The Executive Director shall execute the functions and policies determined by the Board and the Executive Committee and shall administer the details of the business of the Coalition in consultation with the Chairperson. The Executive Director shall have such other powers and perform such other duties as may be assigned to her/him from time to time by the Board, the Executive Committee or the Chairperson. The Executive Director shall have the authority to hire and discharge such employees and other agents as shall be deemed necessary to implement the programs and fulfill the tasks required to execute the policies and objectives of the Coalition. The Executive Director may participate in recruiting Directors but may not serve as a member of the Nominating Committee. ARTICLE VI: CHECKS AND CONTRACTS SECTION 1. Checks All checks and drafts on the Coalition s bank accounts and all other instruments for payment of money shall be signed by such officers or employees of the Coalition as shall be thereunto authorized from time to time by the Board or the Executive Committee. SECTION 2. Contracts No officer, agent or employee of the Coalition shall have the power to make any contract or to incur any obligation on behalf of the Coalition, except as may be authorized by the Executive Committee or by the Board. ARTICLE VII: INDEMNIFICATION The Coalition may, to the fullest extent permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that she/he was a Director, officer, employee or agent of the Coalition against judgment, fines, amounts paid in settlement and expenses, including attorney s fees. ARTICLE VIII: CORPORATE SEAL AND PRINCIPAL OFFICES SECTION 1. Corporate Seal The Board shall provide a suitable seal of the Coalition bearing the name of the Coalition, the year of its incorporation and the words, Corporate Seal, New York.

8 p.8 NYIC Statement of Purpose and By-laws SECTION 2. Principal Offices The principal office of the Coalition shall be located in the City of New York, New York, at such place as the Board may from time to time determine. ARTICLE IX: FISCAL YEAR The fiscal year of the Coalition shall begin on the first day of August and end on the last day of July in each calendar year unless otherwise determined by the Board. ARTICLE X: NON-DISCRIMINATION POLICY The Coalition shall not discriminate on the basis of sex, race, creed, national or ethnic origin, citizenship status, religion, age or sexual orientation in any of its policies or actions. ARTICLE XI: AMENDMENTS On due notice given pursuant to Article I, Section 3 hereof to the voting Members in advance of a regular, special or annual meeting of the Membership, these By-laws can be amended by a vote of twothirds of the Members voting, whether in person or by proxy, should a quorum be present.