Preview
FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/28/2023
Exhibit
B
FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/28/2023
THE AUGUST AICHHORN CENTER FOR
ADOLESCENT RESIDENTIAL CARE, INC.
EX-LAWS
ARTICLE I - MEMBERS
So long as the Corporation remains a Type B
corporation, it shall have no members.
ARTICLE II - BOARD OF DIRECTORS
1. Number and Powers. The property and affairs of the
Corporation shall be managed and controlled by a Board of
Directors consisting of seven (7) directors; the Board of
Directors, by resolution adopted by a majority of the entire
Board, may from time to time increase the number of directors and
may fill the vacancy or vacancies thereby created in the manner
provided in Section 2 of this ARTICLE II. The Directors shall,
except as provided in Section 2 of this ARTICLE II and except for
the first Board of Directors which was named in the Certificate
of Incorporation, be elected at the Annual Meeting of the Board
to hold office from adjournment of that meeting until the
adjournment of the next Annual Meeting of the Board and until
their successors shall have been elected and shall have
qualified. All Directors must be at least nineteen years of age.
2. Vacancies. Any vacancy in the Board of Directors may
be filled by concurring vote of a majority of the Directors then
in office. A director so elected shall hold office for the
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unexpired term in respect of which such vacancy occurred.
3. Annual Meeting. The Annual Meeting of the Board of
Directors shall be held without notice on the first Tuesday in
May of each year, beginning in 1983.
4. Regular Meetings. Regular meetings of the Board of
Directors for the transaction of any business may be held without
notice at such time and place, either within or without the State
of New York, as shall from time to time be determined by a
resolution of the Board of Directors. 2If any day fixed for a
regular.meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be
held on that day shall be held at the same hour on the next
succeeding business day at said place.
5. Special Meetings. Special Meetings of the Board of
Directors may be called by the Chairman of the Board, the
President or a majority of the Directors and shall be held at the
time and place, either within or without the State of New York,
as set forth in the notice. The Secretary or any Assistant
Secretary designated by him shall cause notice of such meeting to
be given by causing a copy thereof to be mailed to each Director
at least three days prior to the meeting or by serving a copy
thereof personally or by telegram upon each Director at least two
days prior to such meeting, provided that any meeting of the
Board may be held without notice if every Director then in office
shall be present thereat.
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6. Ouorum. Except as otherwise required by law, the
Certificate of Incorporation or these By-Laws, the presence at
any meeting of the Board of Directors of one-third of the
Directors then in office shall be requisite and shall constitute
a quorum for the transaction of all business, and the concurring
vote of a majority of the Directors present at any meeting shall
be necessary for the transaction of all business. In the aosence
of a quorum, a majority of the Directors present or any Director
solely present may adjourn any meeting from time to time, without
notice other than an announcement at the meeting, until a quorum.
shall be present at which time any business may ce transacted
which might have been transacted at the meeting as first convened
had there been a quorum.
7. Action by Writtep Consent. Except as required cy law,
the Certificate of Incorporation or these By-Laws, any action
required or permitted to be taken by the Board or any committee
thereof may be taken without a meeting if all Directors or all
committee members consent in writing to the adoption of a
resolution authorizing the action. The resolution and the
written consents thereto by the Directors or committee members
shall be filed with the minutes of the proceedings of the Board
or committee.
8. Rarticipation by Conference Telephone. Except as
Incorporation By-
required by law, the Certificate of or these
Laws, one or more Directors or members of any committee of the
any
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Board may participate in any meeting of the Board or such
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 such meeting.
9. Resignation or Removal. Any Director may resign at any
time and, unless otherwise stated therein, such resignation is to
take effect upon receipt by the President or Secretary of written
notice thereof. Any Director may be removed for cause at any
meeting of the Board the vote of at least two-
by concurring
thirds of all the Directors, provided that the proposal. to take
such action shall have been stated in the notice of the meeting.
10. Salaries. Directors, as such, shall not receive any
stated salary for their services, but by resolution of the Board,
a fixed sum and expenses of attendance, if any, may be allowed
for attendance at each regular or special meeting or adjourned
session thereof, of the Board. No Director may be the chief
administrative officer, executive director, administrator, or any
employee of the Corporation.
11. .Cammittees. The Board may, by resolution or
resolutions passed by a majority of the whole Board, designate one
or more committees, each committee to consist of three or more
Directors, which, to the extent provided in said resolution or
resolutions, and to the extent permitted by law, shall have and
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may exercise the powers of the Board in the management of the
business and affairs of the Corporation and shall have the power
to authorize the seal of the Corporation to be affixed to all
papers which may require it. Such committee or committees shall
have such name or names as may be determined from time to time by
resolutions adopted by the Board.
ARTICLE III - OFFICERS
1. Appointment. The Board of Directors, at its Annual
Meeting, may appoint frog their number a Chairman of the Board.
The Board of Directors·at its Annual Meeting may appoint a
President, a Secretary and a Treasurer, and may also appoint one
or more Vice Presidents and such other officers as it may deem
proper. Any two offices, except those of President and
Secretary, may be filled by the same person. No officer need be
a Director.
2. Term of Office. The officers, including the Chairman
of the Board, shall hold office until the next Annual Meeting and
until their successors have been elected and shall have qualified.
Any officer may resign at any time and, unless otherwise stated
therein, such resignation is to take effect upon receipt by the
Corporation of written notice thereof. Any officer may be
removed from office at any time without cause being assigned by
the concurring vote of a majority of the whole Board. Vacancies
in any office may be filled by the Board at any meeting of the
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Board of Directors or by the President, subject to the approval
of the Board at its first meeting following such appointment.
3. The Chairman of the Board. The Chairman of the Board
shall preside at all meetings of the Board. He shall have the
powers and duties as may from time to time be prescribed by the
Board.
4. The President. The President shall be the chief
executive officer of the Corporation, and shall have all powers
necessary and appropriate to his office. He shall make and sign
bonds, mortgages, contracts and oth'er necessary instruments iF
. .
the name and on behalf of the except that -
Corporation, the Board,
by resolution, may invest such powers in some other officer or
agent besides the President; and he shall have full power to
vote, either in person or by proxy duly appointed by him, all of
the Security of other corporations held by the Corporation.
5. Vice Presidents. Each Vice President shall have such
powers and shall perform such duties as may be assigned to him by
the Board of Directors or the President. In the absence or
disability of the President, all of the President's powers shall
be vested in and all of his duties shall be performed by the Vice
Presidents in the order of priority est-ablished by the Board of
Directors.
6. The Secretary. The Secretary shall give or cause to be
given all notices required to be given to Directors unless
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delegated to an Assistant Secretary; he shall attend all meetings
of the Board of Directors and record the proceedings of each such
meeting in an appropriate minute book, provided that, in the
absence of the Secretary, the chairman of the meeting shall
appoint an interim secretary to record the proceedings of such
meeting; he shall keep in safe custody the seal of the
Corporation and shall affix the same to any instrument duly
authorized so to do and shall attest the same; and he shall
perform all other duties pertaining to his office or property
required by him by the Board. .
7. The Treasurer. The Treasurer shall·have custody of
funds and securities of the Corporation, except as otherwise
provided by the Board of Directors or by the By-Laws; he shall
deposit all monies and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be
designated by the Board; he shall disburse the funds of the
Corporation as may be ordered by the Board; he shall cause full
and accurate accounts of receipts and disbursements to be kept;
and he shall render to the Presiaent and the Directors, whenever
they may require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. The
Board of Directors may require that the Treasurer execute a
fidelity bond satisfactory to it as to amount, form and surety or
sureties.
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8. Executive Director. In the absence or inability to act
of any officer, the duties of their respective offices may be
performed by the Executive Director or any person designated by
the Executive Director.
9. Duties of Officers may be Delegated. In case of the
absence of any officer or for any other reason that the Board may
deem sufficient, the Board of Directors or the President may
delegate for the time being the powers or duties of such officer
to any other officer or to any Director. In the absence or
inability to act of the Treasurer or the Secretary, the duties of
their respective offices may, unless otherwise specified·in these
By-Laws, be performed, respectively, by any Assistant Treasurer
or Assistant Secretary.
ARTICLE IV - INDEMNIF ICATION
Any person made a party to any action, suit or
proceeding by reason of the fact that he, his testator or
intestate, is or was a Director, officer or employee of the
Corporation or of any corporation in which he served as such at
the request of the Corporation, shall be indemnified by the
attorneys'
Corporation against the reasonable expenses, including
fees, actually and necessarily incurred by him in connection with
the defense of such action, suit or proceeding, or in connection
with any appeal therein, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding
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that such officer, Director, or employee is liable for negligence
or misconduct in the performance of his duties. Such right of
indemnification shall not be deemed exclusive of any other rights
to which such Directors, officer or employee
Preview
FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/28/2023 Exhibit B FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/28/2023 THE AUGUST AICHHORN CENTER FOR ADOLESCENT RESIDENTIAL CARE, INC. EX-LAWS ARTICLE I - MEMBERS So long as the Corporation remains a Type B corporation, it shall have no members. ARTICLE II - BOARD OF DIRECTORS 1. Number and Powers. The property and affairs of the Corporation shall be managed and controlled by a Board of Directors consisting of seven (7) directors; the Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time increase the number of directors and may fill the vacancy or vacancies thereby created in the manner provided in Section 2 of this ARTICLE II. The Directors shall, except as provided in Section 2 of this ARTICLE II and except for the first Board of Directors which was named in the Certificate of Incorporation, be elected at the Annual Meeting of the Board to hold office from adjournment of that meeting until the adjournment of the next Annual Meeting of the Board and until their successors shall have been elected and shall have qualified. All Directors must be at least nineteen years of age. 2. Vacancies. Any vacancy in the Board of Directors may be filled by concurring vote of a majority of the Directors then in office. A director so elected shall hold office for the FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/28/2023 unexpired term in respect of which such vacancy occurred. 3. Annual Meeting. The Annual Meeting of the Board of Directors shall be held without notice on the first Tuesday in May of each year, beginning in 1983. 4. Regular Meetings. Regular meetings of the Board of Directors for the transaction of any business may be held without notice at such time and place, either within or without the State of New York, as shall from time to time be determined by a resolution of the Board of Directors. 2If any day fixed for a regular.meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day at said place. 5. Special Meetings. Special Meetings of the Board of Directors may be called by the Chairman of the Board, the President or a majority of the Directors and shall be held at the time and place, either within or without the State of New York, as set forth in the notice. The Secretary or any Assistant Secretary designated by him shall cause notice of such meeting to be given by causing a copy thereof to be mailed to each Director at least three days prior to the meeting or by serving a copy thereof personally or by telegram upon each Director at least two days prior to such meeting, provided that any meeting of the Board may be held without notice if every Director then in office shall be present thereat. 2 FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/28/2023 6. Ouorum. Except as otherwise required by law, the Certificate of Incorporation or these By-Laws, the presence at any meeting of the Board of Directors of one-third of the Directors then in office shall be requisite and shall constitute a quorum for the transaction of all business, and the concurring vote of a majority of the Directors present at any meeting shall be necessary for the transaction of all business. In the aosence of a quorum, a majority of the Directors present or any Director solely present may adjourn any meeting from time to time, without notice other than an announcement at the meeting, until a quorum. shall be present at which time any business may ce transacted which might have been transacted at the meeting as first convened had there been a quorum. 7. Action by Writtep Consent. Except as required cy law, the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all Directors or all committee members consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Directors or committee members shall be filed with the minutes of the proceedings of the Board or committee. 8. Rarticipation by Conference Telephone. Except as Incorporation By- required by law, the Certificate of or these Laws, one or more Directors or members of any committee of the any 3 FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/28/2023 Board may participate in any meeting of the Board or such 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 such meeting. 9. Resignation or Removal. Any Director may resign at any time and, unless otherwise stated therein, such resignation is to take effect upon receipt by the President or Secretary of written notice thereof. Any Director may be removed for cause at any meeting of the Board the vote of at least two- by concurring thirds of all the Directors, provided that the proposal. to take such action shall have been stated in the notice of the meeting. 10. Salaries. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting or adjourned session thereof, of the Board. No Director may be the chief administrative officer, executive director, administrator, or any employee of the Corporation. 11. .Cammittees. The Board may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, each committee to consist of three or more Directors, which, to the extent provided in said resolution or resolutions, and to the extent permitted by law, shall have and FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/28/2023 may exercise the powers of the Board in the management of the business and affairs of the Corporation and shall have the power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolutions adopted by the Board. ARTICLE III - OFFICERS 1. Appointment. The Board of Directors, at its Annual Meeting, may appoint frog their number a Chairman of the Board. The Board of Directors·at its Annual Meeting may appoint a President, a Secretary and a Treasurer, and may also appoint one or more Vice Presidents and such other officers as it may deem proper. Any two offices, except those of President and Secretary, may be filled by the same person. No officer need be a Director. 2. Term of Office. The officers, including the Chairman of the Board, shall hold office until the next Annual Meeting and until their successors have been elected and shall have qualified. Any officer may resign at any time and, unless otherwise stated therein, such resignation is to take effect upon receipt by the Corporation of written notice thereof. Any officer may be removed from office at any time without cause being assigned by the concurring vote of a majority of the whole Board. Vacancies in any office may be filled by the Board at any meeting of the 5 FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/28/2023 Board of Directors or by the President, subject to the approval of the Board at its first meeting following such appointment. 3. The Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board. He shall have the powers and duties as may from time to time be prescribed by the Board. 4. The President. The President shall be the chief executive officer of the Corporation, and shall have all powers necessary and appropriate to his office. He shall make and sign bonds, mortgages, contracts and oth'er necessary instruments iF . . the name and on behalf of the except that - Corporation, the Board, by resolution, may invest such powers in some other officer or agent besides the President; and he shall have full power to vote, either in person or by proxy duly appointed by him, all of the Security of other corporations held by the Corporation. 5. Vice Presidents. Each Vice President shall have such powers and shall perform such duties as may be assigned to him by the Board of Directors or the President. In the absence or disability of the President, all of the President's powers shall be vested in and all of his duties shall be performed by the Vice Presidents in the order of priority est-ablished by the Board of Directors. 6. The Secretary. The Secretary shall give or cause to be given all notices required to be given to Directors unless FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/28/2023 delegated to an Assistant Secretary; he shall attend all meetings of the Board of Directors and record the proceedings of each such meeting in an appropriate minute book, provided that, in the absence of the Secretary, the chairman of the meeting shall appoint an interim secretary to record the proceedings of such meeting; he shall keep in safe custody the seal of the Corporation and shall affix the same to any instrument duly authorized so to do and shall attest the same; and he shall perform all other duties pertaining to his office or property required by him by the Board. . 7. The Treasurer. The Treasurer shall·have custody of funds and securities of the Corporation, except as otherwise provided by the Board of Directors or by the By-Laws; he shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board; he shall disburse the funds of the Corporation as may be ordered by the Board; he shall cause full and accurate accounts of receipts and disbursements to be kept; and he shall render to the Presiaent and the Directors, whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. The Board of Directors may require that the Treasurer execute a fidelity bond satisfactory to it as to amount, form and surety or sureties. 7 FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/28/2023 8. Executive Director. In the absence or inability to act of any officer, the duties of their respective offices may be performed by the Executive Director or any person designated by the Executive Director. 9. Duties of Officers may be Delegated. In case of the absence of any officer or for any other reason that the Board may deem sufficient, the Board of Directors or the President may delegate for the time being the powers or duties of such officer to any other officer or to any Director. In the absence or inability to act of the Treasurer or the Secretary, the duties of their respective offices may, unless otherwise specified·in these By-Laws, be performed, respectively, by any Assistant Treasurer or Assistant Secretary. ARTICLE IV - INDEMNIF ICATION Any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was a Director, officer or employee of the Corporation or of any corporation in which he served as such at the request of the Corporation, shall be indemnified by the attorneys' Corporation against the reasonable expenses, including fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding 8 FILED: NEW YORK COUNTY CLERK 08/28/2023 06:53 PM INDEX NO. 158537/2023 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/28/2023 that such officer, Director, or employee is liable for negligence or misconduct in the performance of his duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such Directors, officer or employee