Preview
FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 10/27/2023
EXHIBIT 2
FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 10/27/2023
BY-LAWS
OF
RENTABILITY, INC.
(a New York Not-For-Profit Corporation)
ARTICLE I
OFFICES
The principal office of the Corporation shall be located in New York, New York, but it may
be located at such other places within or without the State as the Board of Directors may from time
to time determine.
ARTICLE II
MEMBERS
1. The directors of the Corporation shall be the members thereof.
ARTICLE III
BOARD OF DIRECTORS
1. The Corporation shall be managed by a Board of Directors. Each director shall be at
least 18 years of age during his or her directorship. The initial Board of Directors shall consist of
three persons. Thereafter, the number of directors constituting the entire Board shall be no less than
three. Subject to the foregoing, the number of Board of Directors may be fixed from time to time by
action of the Directors. The number of Directors may be increased or decreased by action of the
Board of Directors, provided that any action by the Board of Directors to affect such increase or
decrease shall require the vote of a majority of the entire Board of Directors. No decrease shall
shorten the term of any director then in office.
2. The first Board of Directors shall consist of those persons elected by the
Incorporators or named as the initial Board of Directors in the Certificate of Incorporation of the
Corporation, and they shall hold office until the first Annual Meeting, and until their successors have
been duly elected and qualified. Thereafter, at each Annual Meeting, the directors shall elect new
directors to hold office until the next Annual Meeting. Each director shall hold office until the
expiration of the term for which he was elected or until his successor has been duly elected and
qualified, or until his prior resignation or removal as hereinafter provided.
3. (a) The Board of Directors may remove any director thereof for cause only.
(b) A director may resign at any time by giving written notice to the Board of Directors
or to an officer of the Corporation. Unless otherwise specified in the notice, the resignation shall
take effect upon receipt thereof by the Board of Directors or such officer. Acceptance of such
resignation shall not be necessary to make it effective.
4. Newly-created directorships or vacancies in the Board of Directors may be filled by a
vote of majority of the Board of Directors then in office, although less than a quorum, unless
otherwise provided in the Certificate of Incorporation of the Corporation. Vacancies occurring by
reason of the removal of directors shall be filled by a vote of the remaining director(s). A director
FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 10/27/2023
elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for
the unexpired term of his predecessor.
5. (a) A regular Annual Meeting of the Board of Directors shall be held once a year. All
other meetings shall be held at such time and place as shall be fixed by the Board of Directors from
time to time.
(b) No notice shall be required for regular meetings of the Board of Directors for which
the time and place have been fixed. Special meetings may be called by or at the direction of the
Chairman of the Board, the President, or by a majority of the directors then in office.
(c) Written, oral, or any other method of notice of the time and place shall be given for
special meetings of the Board of Directors in sufficient time for the convenient assembly of the
Board of Directors. The notice of any meeting need not specify the purpose of such meeting. The
requirement for furnishing notice of a meeting may be waived by any director who signs a Waiver of
Notice before or after the meeting or who attends the meeting without protesting the lack of notice to
him.
6. Except to the extent herein or in the Certificate of Incorporation of the Corporation
provided, a majority of the entire members of the Board of Directors shall constitute a quorum. At
any meeting held to remove one or more directors a quorum shall consist of a majority of the
directors present at such meeting. Whenever a vacancy on the Board of Directors shall prevent a
quorum from being present, then, in such event, the quorum shall consist of a majority of the
members of the Board of Directors excluding the vacancy. A majority of the directors present,
whether or not a quorum is present, may adjourn a meeting to another time and place. Except to the
extent provided by law and these By-Laws, the act of the Board of Directors shall be by a majority of
the directors present at the time of vote, a quorum being present at such time. Any action authorized
by resolution, in writing, by all of the directors entitled to vote thereon and filed with the minutes of
the corporation shall be the act of the Board of Directors with the same force and effect as if the same
had been passed by unanimous vote at a duly called meeting of the Board.
7. The Chairman of the Board, if any, shall preside at all meetings of the Board of
Directors. If there be no Chairman or in his absence, the President shall preside and, if there be no
President or in his absence, any other director chosen by the Board, shall preside.
8. Whenever the Board of Directors shall consist of more than three persons, the Board
of Directors may designate from their number, an executive committee and other standing
committees. Such committees shall have such authority as the Board of Directors may delegate,
except to the extent prohibited by law. In addition, the Board of Directors may establish special
committees for any lawful purpose, which may have such powers as the Board of Directors may
lawfully delegate.
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FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 10/27/2023
ARTICLE IV
OFFICERS
1. The Board of Directors may elect or appoint a Chairman of the Board of Directors, a
President, one or more Vice-Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer,
one or more Assistant Treasurers, and such other officers as they may determine. The President may
but need not be a director. Any two or more offices may be held by the same person except the
office of President and Secretary.
2. Each officer shall hold office until the Annual Meeting of the Board of Directors and
until his successor has been duly elected and qualified. The Board of Directors may remove any
officer with or without cause at any time.
3. (a) The President shall be the chief executive officer of the Corporation, shall have the
responsibility for the general management of the affairs of the Corporation, and shall carry out the
resolutions of the Board of Directors. The President shall, when duly authorized by the Board of
Directors, sign and execute all contracts in the name of the Corporation. The President shall also
open or maintain bank accounts, and sign checks, drafts, notes and orders for the payment of money,
when duly authorized by the Board of Directors, functions which may also be performed by the
Treasurer, as set forth in Paragraph 3(c) below.
(b) During the absence or disability of the President of the Corporation, the Vice-
President, or, if there be more than one, the Executive Vice-President shall have all the powers and
functions of the President. The Vice-President shall perform such duties as may be prescribed by the
Board of Directors from time to time.
(c) The Treasurer shall have the care and custody of all of the funds and securities of the
Corporation, and shall deposit said funds in the name of the Corporation in such bank accounts as the
Board of Directors may from time to time determine. The Treasurer shall, when duly authorized by
the Board of Directors, sign and execute all contracts in the name of the Corporation when counter-
signed by the President; he may also sign checks, drafts, notes and orders for the payment of money,
which shall have been duly authorized by the Board of Directors.
(d) The Secretary shall keep the minutes of the Board of Directors. He shall have
custody of the seal of the Corporation, and shall affix and attest the same to documents duly
authorized by the Board of Directors. He shall serve all notices for the Corporation which shall have
been authorized by the Board of Directors, and shall have charge of all books and records of the
Corporation.
ARTICLE V
GRANT GIVING
1. The Corporation may make grants at any time to any organization, domestic or
foreign, that the Board of Directors believes furthers the purpose of the Corporation.
2. Funds will be distributed to advance specific projects of approved organizations.
Grants will be made only for projects the Board deems to advance the tax-exempt purpose of the
Corporation.
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3. Funds disbursed as grants to other organizations will be from the Corporation's
general pool. No funds will be solicited for a specific grantee.
4. The Corporation shall require that all grantees provide a periodic accounting
demonstrating that funds disbursed as grants were expended for their designated purpose. Should
any misuse be discovered, the Corporation will require an immediate return of all grant monies.
ARTICLE VI
MISCELLANEOUS
1. The Corporation shall keep at the principal office of the Corporation, complete and
correct records and books of account, and shall keep minutes of the proceedings of the Board of
Directors, or any committee appointed by the Board of Directors.
2. The corporate seal shall be in such form as the Board of Directors shall from time to
time prescribe.
3. The fiscal year of the Corporation shall be fixed by the Board of Directors from time
to time, subject to applicable law.
4. (a) All By-Laws of the Corporation shall be subject to alteration or repeal, and new by-
laws may be made, by a majority vote of the members entitled to vote in the election of directors, at a
special meeting of the members called for such purpose.
(b) The Board of Directors shall have the power to make, alter or repeal,
from time to time, By-Laws of the Corporation.
Dated as of November 8, 2018
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Preview
FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 10/27/2023 EXHIBIT 2 FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 10/27/2023 BY-LAWS OF RENTABILITY, INC. (a New York Not-For-Profit Corporation) ARTICLE I OFFICES The principal office of the Corporation shall be located in New York, New York, but it may be located at such other places within or without the State as the Board of Directors may from time to time determine. ARTICLE II MEMBERS 1. The directors of the Corporation shall be the members thereof. ARTICLE III BOARD OF DIRECTORS 1. The Corporation shall be managed by a Board of Directors. Each director shall be at least 18 years of age during his or her directorship. The initial Board of Directors shall consist of three persons. Thereafter, the number of directors constituting the entire Board shall be no less than three. Subject to the foregoing, the number of Board of Directors may be fixed from time to time by action of the Directors. The number of Directors may be increased or decreased by action of the Board of Directors, provided that any action by the Board of Directors to affect such increase or decrease shall require the vote of a majority of the entire Board of Directors. No decrease shall shorten the term of any director then in office. 2. The first Board of Directors shall consist of those persons elected by the Incorporators or named as the initial Board of Directors in the Certificate of Incorporation of the Corporation, and they shall hold office until the first Annual Meeting, and until their successors have been duly elected and qualified. Thereafter, at each Annual Meeting, the directors shall elect new directors to hold office until the next Annual Meeting. Each director shall hold office until the expiration of the term for which he was elected or until his successor has been duly elected and qualified, or until his prior resignation or removal as hereinafter provided. 3. (a) The Board of Directors may remove any director thereof for cause only. (b) A director may resign at any time by giving written notice to the Board of Directors or to an officer of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer. Acceptance of such resignation shall not be necessary to make it effective. 4. Newly-created directorships or vacancies in the Board of Directors may be filled by a vote of majority of the Board of Directors then in office, although less than a quorum, unless otherwise provided in the Certificate of Incorporation of the Corporation. Vacancies occurring by reason of the removal of directors shall be filled by a vote of the remaining director(s). A director FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 10/27/2023 elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his predecessor. 5. (a) A regular Annual Meeting of the Board of Directors shall be held once a year. All other meetings shall be held at such time and place as shall be fixed by the Board of Directors from time to time. (b) No notice shall be required for regular meetings of the Board of Directors for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, the President, or by a majority of the directors then in office. (c) Written, oral, or any other method of notice of the time and place shall be given for special meetings of the Board of Directors in sufficient time for the convenient assembly of the Board of Directors. The notice of any meeting need not specify the purpose of such meeting. The requirement for furnishing notice of a meeting may be waived by any director who signs a Waiver of Notice before or after the meeting or who attends the meeting without protesting the lack of notice to him. 6. Except to the extent herein or in the Certificate of Incorporation of the Corporation provided, a majority of the entire members of the Board of Directors shall constitute a quorum. At any meeting held to remove one or more directors a quorum shall consist of a majority of the directors present at such meeting. Whenever a vacancy on the Board of Directors shall prevent a quorum from being present, then, in such event, the quorum shall consist of a majority of the members of the Board of Directors excluding the vacancy. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except to the extent provided by law and these By-Laws, the act of the Board of Directors shall be by a majority of the directors present at the time of vote, a quorum being present at such time. Any action authorized by resolution, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board. 7. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors. If there be no Chairman or in his absence, the President shall preside and, if there be no President or in his absence, any other director chosen by the Board, shall preside. 8. Whenever the Board of Directors shall consist of more than three persons, the Board of Directors may designate from their number, an executive committee and other standing committees. Such committees shall have such authority as the Board of Directors may delegate, except to the extent prohibited by law. In addition, the Board of Directors may establish special committees for any lawful purpose, which may have such powers as the Board of Directors may lawfully delegate. 2 FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 10/27/2023 ARTICLE IV OFFICERS 1. The Board of Directors may elect or appoint a Chairman of the Board of Directors, a President, one or more Vice-Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers as they may determine. The President may but need not be a director. Any two or more offices may be held by the same person except the office of President and Secretary. 2. Each officer shall hold office until the Annual Meeting of the Board of Directors and until his successor has been duly elected and qualified. The Board of Directors may remove any officer with or without cause at any time. 3. (a) The President shall be the chief executive officer of the Corporation, shall have the responsibility for the general management of the affairs of the Corporation, and shall carry out the resolutions of the Board of Directors. The President shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation. The President shall also open or maintain bank accounts, and sign checks, drafts, notes and orders for the payment of money, when duly authorized by the Board of Directors, functions which may also be performed by the Treasurer, as set forth in Paragraph 3(c) below. (b) During the absence or disability of the President of the Corporation, the Vice- President, or, if there be more than one, the Executive Vice-President shall have all the powers and functions of the President. The Vice-President shall perform such duties as may be prescribed by the Board of Directors from time to time. (c) The Treasurer shall have the care and custody of all of the funds and securities of the Corporation, and shall deposit said funds in the name of the Corporation in such bank accounts as the Board of Directors may from time to time determine. The Treasurer shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation when counter- signed by the President; he may also sign checks, drafts, notes and orders for the payment of money, which shall have been duly authorized by the Board of Directors. (d) The Secretary shall keep the minutes of the Board of Directors. He shall have custody of the seal of the Corporation, and shall affix and attest the same to documents duly authorized by the Board of Directors. He shall serve all notices for the Corporation which shall have been authorized by the Board of Directors, and shall have charge of all books and records of the Corporation. ARTICLE V GRANT GIVING 1. The Corporation may make grants at any time to any organization, domestic or foreign, that the Board of Directors believes furthers the purpose of the Corporation. 2. Funds will be distributed to advance specific projects of approved organizations. Grants will be made only for projects the Board deems to advance the tax-exempt purpose of the Corporation. 3 FILED: NEW YORK COUNTY CLERK 10/27/2023 09:55 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 81 RECEIVED NYSCEF: 10/27/2023 3. Funds disbursed as grants to other organizations will be from the Corporation's general pool. No funds will be solicited for a specific grantee. 4. The Corporation shall require that all grantees provide a periodic accounting demonstrating that funds disbursed as grants were expended for their designated purpose. Should any misuse be discovered, the Corporation will require an immediate return of all grant monies. ARTICLE VI MISCELLANEOUS 1. The Corporation shall keep at the principal office of the Corporation, complete and correct records and books of account, and shall keep minutes of the proceedings of the Board of Directors, or any committee appointed by the Board of Directors. 2. The corporate seal shall be in such form as the Board of Directors shall from time to time prescribe. 3. The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law. 4. (a) All By-Laws of the Corporation shall be subject to alteration or repeal, and new by- laws may be made, by a majority vote of the members entitled to vote in the election of directors, at a special meeting of the members called for such purpose. (b) The Board of Directors shall have the power to make, alter or repeal, from time to time, By-Laws of the Corporation. Dated as of November 8, 2018 4