The bylaws, as amended 2/25/2010, are now official.
AIWF FOUNDATION, INC.
Finalized on 2-1-10; approved on 2-25-10
ARTICLE I. OFFICE
The principal office of AIWF Foundation, Inc., a New York not-for-profit corporation (the “Corporation”), in the State of New York is presently located at 511 8th Street, Suite #1L, Brooklyn NY 11215. The Corporation may have such other offices, either within or without the State of New York, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
ARTICLE II. MISSION
The purposes for which the Corporation is formed are to foster and support those charitable causes which, as determined by the Board of Directors, refer, relate or pertain to improving the quality of food and drink for all people and to initiate, support and foster the study of food and drink including, but not limited to, the history and aesthetics of gastronomy and, in particular but without limitation support of The American Institute of Wine & Food, Inc. and its mission.
ARTICLE III. NO MEMBERS
The Corporation shall have no members.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. General Powers. The affairs and property of the Corporation shall be supervised generally by its Board of Directors in a manner consistent with its Certificate of Incorporation, these By laws, and the Not-for-Profit Corporation Law of the State of New York as may be necessary or convenient to carry out the mission of the Corporation. Directors need not be residents of the State of New York.
Section 2. Number and Tenure. The number of directors shall be no less than five. All directors shall serve for a term of two years. The terms of directors will be staggered such, that as nearly as possible, one-half of the number of total directors will be elected each year.
Section 3. Voting Rights. Each director personally in attendance at the Board meeting shall be entitled to one vote on each matter submitted to a vote of the Board. Any one or more members of the board or any committee thereof may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 4. Annual Meeting. The annual meeting of the Board for the transaction of such business as may properly come before the meeting shall be held at such time and at such place, within or without the State of New York as shall be stated in the notice of said meeting.
Section 5. Notice of Meeting. Written or printed (which shall include electronic means) notice of the annual meeting, stating the time and place, the purposes thereof, and the specific business to be transacted, shall be given to each director not less than ten days prior to the meeting. Notice of any other meeting, stating the time and place, the purposes thereof, and the specific business to be transacted, shall be given to each director not less than two days prior to the meeting. A special meeting may be called by the President or any officer, or upon written demand of at least one-fifth of the directors. All meetings may be conducted by telephone. Such notice shall be deemed to have been given at such time as it is deposited in the United States mail in a sealed envelope addressed to each director at his address, as shown by the records of the Corporation, with postage thereon prepaid or, in the case of electronic means, when sent. 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 business because the meeting is not lawfully called or convened.
Section 6. Informal Action by Board Members. Any action required by law to be taken at a meeting of the Board may be taken without a meeting if consented to in writing by all of the directors with respect to the subject matter thereof.
Section 7. Election of Directors and Executive Officers; Vacancies. At the annual meeting of the Board, the Board, upon consideration of recommendations by any director, shall elect directors and executive officers, including the Chairman of the Board, to replace those members of the Board of Directors or executive officers whose terms have expired. Any vacancy among the executive officers or in the Board of Directors, including vacancies caused by an increase in number, may be filled by the Board of Directors upon consideration of recommendations by any director. Each person so elected to fill a vacancy on the Board shall remain a director until his successor has been elected by the members of the Board who shall take such action at the next annual election.
Section 8. Quorum. The presence of fifty percent of the Board of Directors then in office in person shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than fifty percent of the directors are present at said meeting in person, a majority of the directors present may adjourn the meeting without further notice. The act of a majority of the directors present, in person, at any meeting at which there is a quorum, shall be the act of the Board of Directors.
Section 9. Removal of Directors. Directors may be removed from office at any time for cause, upon an affirmative-vote of two-thirds of the Board of Directors of the Corporation then in office voting (not including the director whose removal is being voted upon) , provided there is a quorum of not less than a majority present at the meeting of directors at which such action is taken.
Section 10. Chairman of the Board and Responsibilities Thereof. The Chairman of the Board, who may also be the President, shall be responsible for calling all meetings (including telephonic meetings) of the Board of Directors, setting the agenda for all meetings, and conducting all meetings.
Section 11. Committees. The Board of Directors may, by resolution at any meeting of the Board of Directors, designate any committees of the Board of Directors, and may delegate to such committees such power and authority of the Board as the Board may determine, to the extent permitted by law.
Section 12. Conduct of Meetings. All meetings of the Board of Directors shall be conducted according to the rules set forth in Robert’s Rules of Order.
Section 13. LIABILITY OF DIRECTORS. Liability of Directors shall be no greater than that required by law. No Director shall be held personally liable for any debts or action of the Corporation.
ARTICLE V. OFFICERS
Section 1. Executive Officers. The Executive Officers of the Corporation shall be the Chairman of the Board of Directors and such other officers as the Board of Directors may determine. The offices of President and Secretary, or the offices corresponding thereto, may not be held by the same person. Officers shall be elected at the annual meeting by the Board of Directors for a term of office of two years unless lawfully removed by the Board of Directors.
Section 2. Removal. Any elected officer or agent may be removed, either with or without cause, by resolution passed by the Board of Directors at any meeting, but only by the affirmative vote of a majority of all the directors then in office.
Section 3. Resignations. Any officer may resign at any time orally or in writing, by notifying the Board of Directors or the President or Secretary of the Corporation. Such resignation shall take effect at the time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE VI. FEES AND COMPENSATION
Directors shall receive no compensation for their services as Directors. However, Directors may be reimbursed for their actual out-of-pocket expenses in connection with performance of their duties as Directors or members of committees to the extent determined by the Board to be just and reasonable.
ARTICLE VII. POWER OF BOARD TO
RECEIVE GIFTS AND CONTRIBUTIONS
The Board of Directors shall have full power and authority to receive gifts and contributions in furtherance of the Corporation’s mission.
ARTICLE VIII. WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of law or under the provisions of the Certificate of Incorporation or the By laws of the Corporation, 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.
ARTICLE IX. DISSOLUTION
The Board of Directors, upon the affirmative vote of three-quarters of its members, may dissolve the Corporation. The Board of Directors, thereafter, shall liquidate the assets of the Corporation in conformity with the Certificate of Incorporation of this Corporation and under such plan as the Board of Directors shall approve.
ARTICLE X. BOOKS AND RECORDS
There shall be kept at the principal office of the Corporation correct books of account of all the business and transactions of the Corporation.
ARTICLE XI. ANNUAL AUDIT
The Board of Directors may, in its sole discretion, require that an audit by an independent certified public accountant be made of the books and accounting records of the Corporation from time to time.
ARTICLE XII. FISCAL YEAR
The fiscal year of the Corporation shall be January 1 through December 31.
ARTICLE XIII. GENDER NEUTRALITY
All references in these By laws to the masculine gender shall be deemed to be gender neutral and shall be read as contemplating either gender.
ARTICLE XIV. AMENDMENT OF BY LAWS; HOW EFFECTED
These By laws may be amended, altered, changed, added to or repealed by either the affirmative vote of a majority of the Board of Directors present at a meeting called for that purpose at which there is a quorum or by a majority vote of the Board pursuant to a mail ballot.
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