EFFECTIVE AS OF NOVEMBER 18, 2022
NEW YORK PASSIVE HOUSE INC.
NAME OF CORPORATION
The name of this Corporation is New York Passive House Inc. (the “Corporation”).
Section 2.1 Principal Office.
The principal office for the transaction of the business of the Corporation shall be located at the below address. The Board of Directors (the “Board”) may change the principal office from one location to another, and this Section shall be amended accordingly.
New York Passive House Inc.
55 Broad Street, 9th Floor
New York NY 10004
Section 2.2 Other Offices.
The Board may at any time establish branch offices, either within or without the United States, to advance the proper purposes of the Corporation.
OBJECTIVES AND PURPOSES
The Corporation is formed not for pecuniary profit or financial gain, but to (a) promote the Passive House building energy standard through public outreach, education, support of industry professionals and advocacy, (b) provide marketing opportunities for membership in the Corporation and (c) offer a platform of knowledge transfer within the Passive House community.
DEDICATION OF ASSETS
No part of the net earnings or assets of the Corporation shall inure to the benefit of (or be distributable to) any director or officer of the Corporation or other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its nonprofit purposes. Upon the dissolution or winding up of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed to one or more nonprofit funds, foundations or corporations which are organized and operated for exclusively nonprofit purposes and which are then recognized by the Internal Revenue Service as organizations described in Section 501(c)(6) of the Code.
Section 5.1 Membership.
As of the date hereof, the persons set forth on Exhibit A hereto shall be the Members of the Corporation. The eligibility and qualifications for membership, the types of membership, applicable voting rights for each type of membership and the manner of admission into the Corporation shall be prescribed by resolutions duly adopted by the Board of Directors.
Section 5.2 Voting Rights.
(a) Voting Members. The classes of Members entitled to vote shall be prescribed by resolutions duly adopted by the Board of Directors (any such Member entitled to vote, a “Voting Member”).
(b) Non-Voting Members. The classes of Members not entitled to vote shall be prescribed by resolutions duly adopted by the Board of Directors.
Section 5.3 Meetings.
(a) Annual Meeting. The annual meeting of the Members shall be held once per calendar year on such date as shall be fixed by the Board of Directors from time to time. Such annual meeting may be held virtually or at any place determined by the Board of Directors in its reasonable discretion.
(b) Special Meeting. Special meetings of the Members may be called by (i) the Board of Directors, (ii) an Officer entitled to call such vote by resolution of the Corporation, or (iii) at the request of Voting Members constituting at least 10 (ten) percent of Voting Members. Any such special meeting may be held virtually or at any place determined by the Board of Directors in its reasonable discretion.
(c) Notice. The Corporation shall provide the Members with written notice stating the place, date and hour of the meeting for all meetings. Each notice of meeting shall be delivered via mail or by email not less than 10 days nor more than 50 days before the date of the applicable meeting to each Member at the address recorded on the records of the Corporation. Notice shall be deemed to have been duly given (i) if mailed, when deposited in the United States mail, with postage thereon prepaid, directed to the Member at his address as it appears on the records of the Corporation or at such other address as a Member may specify in writing, and (ii) if emailed, upon sending. No notice need be given to any Member that executes and delivers a waiver of notice. The attendance of a Member in person or by proxy at any meeting without protesting the lack of notice of such meeting, shall constitute a waiver of notice by such Member.
(d) Quorum; Voting. Except as otherwise provided by law, the Voting Members entitled to cast one-tenth of the total number of votes entitled to be cast at a meeting shall constitute a quorum at a meeting of Members for the transaction of any business. The Members present may adjourn the meeting despite the absence of quorum. Except to the extent provided by law, all other action shall be by a majority of the votes cast, provided that the majority of affirmative votes cast shall be at least equal to a quorum. Whenever the vote of Members is required or permitted, such action may be taken without a meeting if approved electronically by a quorum of Voting Members.
(e) Proxy. Every Member may authorize another Member to act for her by proxy in all matters in which a Member may participate, including waiving notice of any meeting, voting or participating in a meeting, or expressing consent or dissent without a meeting. Every proxy shall be signed by the authorizing Member or her attorney in fact, and shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law. Except as otherwise provided by law, no proxy shall be valid after the expiration of eleven months from the date of its execution. A Member shall not sell her vote or issue a proxy to vote to any person for any sum of money or anything of value.
(f) List of Record. At every meeting of Members, there shall be available a list or record of Members as of the record date, certified by the officer responsible for its preparation, and upon request thereof, any Member who has given written notice to the Corporation, which request shall be made at least 10 days prior to such meeting, shall have the right to inspect such list or record at the meeting. Such list shall be evidence of the right of the persons to vote at such meeting, and all persons who appear on such list or record to be Voting Members may vote at such meeting.
Section 5.4 Record Date.
The Board of Directors of the Corporation shall fix a record date for the purpose of determining Members entitled to notice of, to vote, to express consent or dissent from any proposal without a meeting or for any other proper purpose. Such record date shall not be more than 50 days nor less than 10 days prior to the date of such meeting or consent is to be made. In the event no record date is fixed, the record date for the determination of Members entitled to vote at a meeting of Members shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held.
Section 6.1 Powers.
(a) General Corporate Powers. The Board shall have general power to control and manage the affairs and property of the Corporation, subject to applicable law and in accordance with the purposes and limitations set forth in the Certificate of Incorporation and herein.
(b) Specific Powers. Without prejudice to its general powers, the Board shall have the power to:
(i) Appoint and discharge advisors and consultants who have skills necessary or helpful to the Corporation;
(ii) Select and remove the Officers of the Corporation, prescribe any powers and duties for them that are consistent with the law, with the Certificate of Incorporation, and with these Bylaws and fix their compensation, if any;
(iii) Form one or more subsidiaries to further the nonprofit objectives of the Corporation and provide funding to support any such subsidiaries;
(iv) Exercise all other powers necessary to manage the affairs and further the purposes of the Corporation in conformity with the Certificate of Incorporation and these Bylaws;
(v) Change the principal executive office or the principal business office from one location to another, cause the Corporation to be qualified to do business in any state,
territory, dependency, or country, and conduct business within or outside the State of New York and designate any place within or outside the State of New York for the holding of any meeting; and
(vi) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered in the Corporation’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
Section 6.2 Number of Directors.
The authorized number of Directors shall be not less than three and not more than nineteen, with the exact number fixed from time to time by a majority vote of the Board, provided that no decrease in the size of the Board shall shorten the term of any incumbent director.
Section 6.3 Appointment and Term of Office of Directors.
(a) Initial Board. The Directors as of the date hereof shall be those persons identified in Exhibit B (such Directors the “Initial Directors”).
(b) Selection. The Board shall establish a nominating committee in accordance with Section 7.1 hereof, which shall prepare a slate of candidates for Director to be presented to the Members in advance of each annual meeting of the Members occurring at the end of the term of any Director. Each Director shall be elected by the plurality vote of the Voting Members from among the slate of candidates presented by the nominating committee, provided that any Director appointed to the nominating committee who is eligible for re-election shall recuse himself or herself from the nominating committee for such election cycle.
(c) Term of Office. Unless earlier removed as provided hereunder, the term of office for each Initial Director shall expire on the date set forth in Exhibit B. Thereafter, each Director shall hold office for three years, or such other term as determined by the plurality vote of the Voting Members at the time a Director is elected. Directors may be appointed or elected to four consecutive terms. For the avoidance of doubt, any term or terms served by any Director on or prior to the date of these Bylaws shall not be taken into account for purposes of determining the number of terms served by such Director for purposes of this Section 6.3(b).
(d) Qualification for Directors. Each Director shall be at least 18 years of age.
Section 6.4 Vacancies.
(a) Events Causing Vacancy. A vacancy on the Board shall be deemed to exist at the occurrence of any of the following:
(i) The death, resignation, or removal of any Director;
(ii) The failure of the Members at any meeting of the Members at which any one or more Directors are to be elected to elect the full authorized number of Directors to be elected at such meeting;
(iii) The determination by the Board of a vacancy in the office of a Director who has missed three consecutive Board meetings (be they annual or special meetings), unless a majority of Directors has excused such Director from attendance due to extreme circumstances; or
(iv) Subject to Section 6.2, a resolution by the Board that the authorized number of Directors shall be increased.
(b) Resignation. Except as provided in this paragraph, any Director may resign from office at any time. Such resignation shall be made in writing to the Executive Director or the Secretary, and shall take effect at the time specified therein, and if no time is specified, at the time of its receipt by the Executive Director or the Secretary.
(c) Removal. Any Director may be removed with or without cause by a majority vote of the entire Board at a special meeting called for that purpose, or at a regular meeting, provided that there is a quorum of not less than a majority present at such meeting, and provided,
further, that at least one week’s notice of the meeting and the proposed action shall have been given to the entire Board, except that any Director may waive notice as provided in Section 6.7(c).
(d) Filling of Vacancies. Any vacancy caused by the death, resignation, or removal of a Director, or by a determination of vacancy as provided in Section 6.4(a)(iii) or (iv), shall, in each case, be filled by a vote of the Board. The term of each Director elected to fill a vacancy shall expire upon the date his or her predecessor’s term would have expired.
Section 6.5 Place of Meeting; Meeting by Telephone; Virtual Meeting.
Meetings of the Board, regular or special, may be held at any place within or outside New York as designated from time to time by resolution of the Board. Any meeting, regular or special, may be held by conference telephone, video telephone or similar communication equipment, so long as all Directors participating in the meeting can speak to and hear one another and each Director can fully participate in the matters before the Board. Participation by such means shall constitute presence in person at such meeting.
Section 6.6 Special Meetings.
(a) Authority to Call. Special meetings of the Board for any purpose may be called at any time by the Executive Director or any two Directors.
(b) Notice. Notice of any special meeting of the Board shall be given to all Directors either by first-class mail at least four days in advance or by notice delivered personally, by telephone, facsimile, or electronic mail at least forty-eight hours in advance.
Section 6.7 Quorum.
A majority of the Board shall constitute a quorum for the transaction of business. Except as otherwise provided in these Bylaws, every act or decision done or made by a majority of the Directors present at a meeting held at which a quorum is present shall be regarded as the act of the Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of any Director, if any action taken is approved by at least a majority of the quorum required for meeting.
Section 6.8 Action by the Board without Meeting.
Any action required or permitted to be taken by the Board may be taken without a meeting if all Directors, individually or collectively, consent in writing or by electronic transmission to the adoption of a resolution authorizing that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
Section 6.9 Compensation of Directors.
No compensation of any kind shall be paid to any Director for the performance of his or her duties in the capacity of Director. Directors and members of committees may receive reimbursement of such expenses as may be determined by resolution of the Board to be just and reasonable. Subject to the Corporation’s Conflict of Interest Policy, as described in Article XI below, this shall not in any way limit reimbursement of or payment for services provided to the Corporation by the Director in any capacity separate from his or her responsibilities as a Director, provided that there is full disclosure of the terms of such compensation and the arrangement has been approved by the Board. The provisions of this section shall not in any way limit the reimbursement of or payment for services provided to the Corporation by any organization in which a Director is affiliated.
Section 7.1 Committees of Directors.
The Board, by resolution of a majority of all of the Directors then in office, may establish one or more committees of at least three Directors with such powers and duties as the Board may prescribe, and may appoint Directors to serve on such committees at the pleasure of the Board. Any Member of any committee may be removed, with or without cause, at any time by the Board. Any standing committee or any special committee or advisory board may include members who are not on the Board. Any committee, to the extent provided in the resolution of the Board, shall have all or a portion of the authority of the Board, except that no committee, regardless of the Board resolution, may:
(a) fill vacancies on the Board or on any committee;
(b) amend or repeal the Certificate of Incorporation or Bylaws or adopt new Bylaws;
(c) amend or repeal any resolution of the Board;
(d) approve a plan of merger, proposal of dissolution, or a sale, lease, exchange or other disposition of all, or substantially all, of the assets of
(e) fix compensation of Directors for serving on the Board or any Committee; or
(f) designate any other committees of the Board or appoint the Members of any committee.
OFFICERS, EMPLOYEES AND AGENTS
Section 8.1 Officers.
The Board of Directors may elect or appoint a Chairperson, a Vice-Chair, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers as they may determine.
Section 8.2 Election of Officers.
The Officers of the Corporation shall be chosen by the Board each shall serve at the pleasure of the Board.
Section 8.3 Employees and Other Agents.
(a) Appointment. The Board may appoint, and may authorize the Executive Director or any Officer to appoint, any employees or other agents that the business of the Corporation may require, each of whom shall
(i) have the title, hold office for the period, have the authority and perform the duties as specified by the Bylaws or determined from time to time by the Board and
(ii) receive such reasonable compensation as determined by the Board from time to time in accordance with Section 8.3(b). To the fullest extent allowed by law, the Board may delegate to any employee or agent any powers possessed by the Board and may prescribe their respective title, terms of office, authorities and duties.
(b) Compensation. Any employee or agent of the Corporation is authorized to receive a reasonable salary or other reasonable compensation for services rendered to the Corporation when authorized by a majority of the Board, and only when so authorized.
Section 8.4 Executive Director.
The Board of Directors may elect or appoint an Executive Director of the Corporation, who shall be an employee of the Corporation. The Executive Director shall have general supervision powers and duties as may be prescribed by the Board or these Bylaws. The Executive Director shall be responsible to the Board, shall see that the Board is advised on all significant matters of the Corporation’s business, and shall see that all orders and resolutions of the Board are carried into effect. The Executive Director shall have the power to sign on behalf of the Corporation all deeds and other agreements and formal instruments, and shall be empowered to act, speak for, or otherwise represent the Corporation between meetings of the Board within the boundaries of policies and purposes established by the Board and as set forth in the Certificate of Incorporation and these Bylaws. The Executive Director shall be responsible for keeping the Board informed at all times of staff performance as related to program objectives, and for implementing any personnel policies adopted by the Board.
Section 8.5 Removal of Officers, Employees and Other Agents.
Subject to rights, if any, under any contract of employment, any Officer, employee or agent of the Corporation may be removed, with or without cause, by a vote of the majority of the Board, at any regular or special meeting of the Board, or, except in the case of an Officer chosen by the Board, by an Officer on whom such power of removal has been conferred by the Board.
Section 8.6 Resignation of Officers, Employees and Other Agents.
Any Officer, employee or agent of the Corporation may resign at any time by giving written notice to the Board, to the Executive Director, or to the Secretary of the Corporation. Any resignation shall take effect at the date of receipt of that notice or at any later time specified in that notice. Unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the Officer, employee or agent is a party.
Section 8.7 Vacancies in Office.
In case of any vacancy in any office, a successor shall be elected by the Board in accordance with these Bylaws.
Section 8.8 Responsibilities of Officers.
(a) Chairperson. The Chairperson shall act as a chairperson of meetings of the Board and shall have such other powers and duties as may be prescribed from time to time by the Board. In the absence or disability of the Chairperson, the Vice-Chair shall assume the responsibilities of the Chairperson. The Chairperson shall be treated as the “Chair” for purposes of the New York Not-for-Profit Corporation Act.
(b) Vice-Chair. The Vice-Chair shall act as a vice-chair of meetings of the Board and shall have such other powers and duties as may be prescribed from time to time by the Chairperson or the Board. In the absence or disability of the Secretary, the Board may appoint an Assistant Secretary to perform the duties of the Secretary in whole or in part, as the Board may specify.
(c) Secretary. The Secretary shall report directly to the Chairperson and shall attend to the following:
(i) Book of Minutes. The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board may direct, a book of minutes of all meetings and actions of Directors and committees of Directors, with the time and place of holding regular and special meetings, and if special, how authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings.
(ii) Notices, and Other Duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board required by the Bylaws to be given. The Secretary shall perform such other duties as may be prescribed by the Board or the Bylaws. In the absence or disability of the Secretary, the Board may appoint an Assistant Secretary to perform the duties of the Secretary in whole or in part, as the Board may specify.
(d) Treasurer. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation, and shall deposit or cause to be deposited all moneys, evidences of indebtedness and other valuable documents of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board may designate. The Treasurer shall have the power to sign financial instruments on behalf of the Corporation and shall be an authorized signatory for the Corporation with respect to any other documents incident to carrying out the Treasurer’s responsibilities as described in these Bylaws. At the annual meeting of the Board, he or she shall render a report of the Corporation’s accounts showing in appropriate detail:
(i) the assets and liabilities of the Corporation as of a twelve-month fiscal period terminating not more than six months prior to said
(ii) the principal changes in assets and liabilities during said fiscal period;
(iii) the revenues or receipts of the Corporation, both unrestricted and restricted to particular purposes during said fiscal period; and
(iv) the expenses or disbursements of the Corporation, for both general and restricted purposes, during said fiscal period. Such report shall be filed with the minutes of the annual meeting of the Board. The report to the Board may consist of a verified or certified copy of any report by the Corporation to the Internal Revenue Service or applicable departments of the State of New York which includes the information specified above. The Treasurer shall, at all reasonable times, exhibit the Corporation’s books and accounts to any Officer or Director of the Corporation, whenever required by the Board, render a statement of the Corporation’s accounts, and perform all duties incident to the position of Treasurer, subject to the control of the Board, and shall when required, give such security for the faithful performance of his or her duties as the Board may determine.
RECORDS AND REPORTS
Section 9.1 Maintenance of Certificate and Bylaws.
The Corporation shall keep at its principal executive office the original or a copy of the Certificate of Incorporation and Bylaws as amended to date.
Section 9.2 Maintenance of Other Corporate Records.
The accounting books, records, and minutes of the proceedings of the Board and any committee(s) of the Board shall be kept at such place or places designated by the Board, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept in either written or typed form or in any other form capable of being converted into written, typed, or printed form.
Section 9.3 Inspection by Directors.
Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Corporation. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 10.1 Indemnification.
The Corporation may, to the fullest extent now or hereafter 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 he or she, or his or her testator or intestate, was a Director, Officer, employee or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees. No indemnification may be made to or on behalf of any such person if (a) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty and were material to such action or proceeding or (b) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.
CONFLICT OF INTEREST POLICY
The Board shall adopt a Conflict of Interest Policy as the policy of the Corporation that requires all Directors, Officers and other interested parties to disclose any relevant interest which may pose a conflict with the Corporation’s interest. Each Director, Officer and other interested party, as specified in such policy, shall complete an initial disclosure statement upon taking such position and an annual disclosure statement reporting any such interests or potential interests, and shall provide such statements to the Secretary. Disclosure statements shall be available to any Director of the Corporation upon request.
RELATED PARTY TRANSACTIONS
Section 12.1 Related Party Transactions.
(a) No Director, Officer or key employee of this Corporation or any affiliate of the Corporation, nor any other corporation, firm, association, or other entity in which one or more of this Corporation’s Directors, Officers or key employees are directors or have a material financial interest (a “Related Party”), shall be interested, directly or indirectly, in any contract or other transaction with this Corporation or any affiliate of this Corporation, unless
(i) the material facts regarding such Related Party’s financial interest in such contract or transaction and/or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and are noted in the minutes, or are known to all Directors of the Board prior to consideration by the Board of such contract or transaction;
(ii) such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the vote or votes of such interested Director(s);
(iii) prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation under the circumstances that this Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and
(iv) this Corporation enters into the transaction for its own benefit, and the transaction is fair and reasonable to this Corporation at the time the transaction is entered into.
(b) No Related Party may participate in deliberations or voting relating to matters set forth in this Section; provided that nothing in this Section shall prohibit the Board or authorized committee from requesting that a Related Party present information concerning a Related Party Transaction at a Board or committee meeting prior to commencement of deliberations or voting relating thereto.
(c) The provisions of this Section do not apply to a transaction which is part of an educational or nonprofit program of this Corporation if it
(i) is approved or authorized by this Corporation in good faith and without unjustified favoritism; and
(ii) results in a benefit to one or more Directors or Officers or their families because they are in the class of persons intended to be benefited by the educational or nonprofit program of this Corporation. In addition, a paid or unpaid role with the Corporation shall not be treated as an interest that gives rise to a conflict of interest with the Corporation.
The fiscal year of the Corporation shall be the fiscal year ending December 31.
CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the New York Not for Profit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, and the plural number includes the singular.
These Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of two-thirds of the Directors then in office at any meeting of the Board at which a quorum is present. Such action is authorized only at a duly called and duly held meeting of the Board for which written notice of such meeting, setting forth the full text of the proposed amendments, is given in accordance with the notice provisions for special meetings set forth in these Bylaws.
In all of its dealings, neither the Corporation nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, culture, national origin, marital status, sexual orientation, gender identity and expression, or mental or physical handicap.
REFERENCE TO CERTIFICATE OF INCORPORATION
References in these Bylaws to the Certificate of Incorporation shall include all amendments thereto or changes thereof unless specifically excepted.