Bylaws

BYLAWS OF
UPSTATE NEW YORK FREETHINKERS, A CHAPTER OF FFRF, INC.

ARTICLE I
OFFICE AND REGISTERED AGENT 

Section 1. Principal Office. The principal office of the UPSTATE NEW YORK FREETHINKERS, A CHAPTER OF FFRF, INC. (the “Chapter”) shall be in the State of NEW YORK. 

Section 2. Registered Office and Agent. The Chapter shall have and continuously maintain a registered office and a registered agent in the State of NEW YORK, as required by the State of NEW YORK Nonprofit Corporation Act. The registered agent shall be either an individual resident of the State or a corporation authorized to transact business in the State. 

ARTICLE II
PURPOSES

The purposes for which the Chapter is formed are as set forth in the Articles of Incorporation Article 3 Purposes:

3.1 The Corporation is organized and operated exclusively for charitable and educational purposes under 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.  The specific purposes shall include to promote the constitutional principle of separation of state and church and to educate the public on matters relating to nontheism.

3.2 The Corporation is expressly prohibited from engaging in any activity that would be inconsistent with the status of an educational and charitable organization as defined in Section 501(c)(3) of the Code.

ARTICLE III
CHAPTER OPERATIONS

The Chapter agrees to all of the following: 

Section 1. Affiliation Agreement. The Chapter agrees to enter into and abide by the Affiliation Agreement and any additional policies and procedures required for Chapters by the national Freedom from Religion Foundation, Inc. (FFRF); FFRF requests current chapter leadership acknowledge that they have reviewed and are in compliance with FFRF’s Chapter Affiliation Agreement;

Section 2. Reports. The Chapter agrees to report its activities to FFRF as requested and provide the requested reports on its activities and financials: 

FFRF chapters are required to submit yearly annual reports including four (4) documents: Chapter contact information, financial report, Chapter participant list, and a summary of major activities (brief, one to two pages).

The Chapter is obligated to review the accuracy of chapter directory information contained at the FFRF Chapters webpage and the FFRF Affiliation Agreement. 

Section 3. Termination of Affiliation. The Chapter understands that if it is no longer affiliated with the Chapter will need to change its name, revise its articles of incorporation, adopt revised bylaws, and communicate with the IRS to confirm or reestablish its exemption.

ARTICLE IV
MEMBERSHIP 

The Chapter shall not have voting “members” as that term is defined by State law; however, the members of Freedom from Religion Foundation, Inc. in good standing (FFRF Members) shall have rights to participate in the Chapter as set forth in these Bylaws and the Chapter Affiliation Agreement. Consistent with FFRF’s expectations that all Chapters are run democratically, the Chapter will communicate regularly with the FFRF Members in their region and invite them to participate in a Chapter Forum at least once/year. Whenever possible, Board meetings shall start with a meeting open to all local participants before going into a closed (Board only) session.

Section 1. No Dues. Chapter shall have no dues, to encourage local participation and avoid competing with FFRF’s national dues.

Section 2. Policy Prohibiting Sexual and Other Harassment. The Chapter prohibits any form of conduct that violates anti-harassment laws, including harassment based on race, color, sex/gender, national origin, age, disability, status or service as a veteran, marital status, sexual orientation, arrest or conviction record and any other status protected by applicable law (collectively “protected class”). This policy applies to the conduct of all Chapter employees, Board members, Executive Board members, volunteers, and other third parties who interact with the Chapter. This policy applies not only to conduct in the Chapter and workplace during normal business hours, but also to all Chapter and work-related events and functions, whether on or off the company premises, to business-related travel, and to “off-the-clock” behavior that impacts the workplace or workplace relationships.

Unlawful harassment is unwelcome verbal, written or physical conduct or other acts which are based on an individual’s protected class status and which either is made a condition of employment, interferes with a person’s work or can reasonably be seen to create a hostile, intimidating, or offensive environment. Harassment can include:

  • Physical, verbal, or psychological abuse based on an individual’s protected characteristics such as stereotyping, name calling, assaulting, sabotaging, segregating or purposefully excluding or ignoring, or threatening any individual in the workplace.
  • Mimicry, epithets, slurs, bullying.
  • Offensive jokes or email messages.
  • Vulgar, obscene or derogatory language.
  • Offensive gestures or pranks.
  • Display of offensive or graphic pictures, cartoons, jokes, photos, posters, calendars,
    graffiti, or other offensive graphic displays.
  • Unwelcome physical touching or invading of personal space including rubbing, groping, brushing up against another, slapping, etc.

Sexual harassment is one type of harassment and includes unwelcome sexual advances or visual, verbal, or physical conduct of a sexual nature or based on an individual’s gender. Sexual harassment includes many forms of offensive behavior and can include behavior toward someone of the same or different gender as the harasser. The following is a partial list of sexual harassment examples:

  • Unwelcome sexual advances, verbal, written, physical, or otherwise.
  • Unwelcome requests or demands for sexual favors. This includes subtle or blatant
    expectations to engage in sexual relations, pressure for dates, etc.
  • Offering employment benefits in exchange for sexual favors.
  • Threatening or suggesting employment detriment for failing to comply with sexual demands.
  • Unwelcome physical conduct such as patting, pinching, brushing up against, hugging, cornering, kissing, fondling, touching, assaulting, impeding or blocking movements, or any other similar conduct.
  • Making a submission to or rejection of harassment the basis of any employment decision.
  • Leering, making sexual gestures.
  • Displaying of sexually suggestive objects or pictures, cartoons or posters.
  • Verbal conduct or kidding that includes making derogatory or sexual comments, such as telling dirty jokes and comments about body parts, appearance or clothing, where such
    comments go beyond mere courtesy.
  • Suggestive, sexual, or obscene letters, notes, emails or invitations.

Harassment (both sexual and other harassment based on protected class status) can include social media transmissions that are composed, transmitted, or received. Such communications must not contain content that could be considered discriminatory, obscene, threatening, harassing, or intimidating to Chapter employees, donors, or other individuals with whom Chapter employees have contact through work.

Harassment can be difficult to detect unless the issue is reported. Employees experiencing or witnessing harassing behavior are strongly encouraged to report the issue immediately to the President, Director of Operations or, if more appropriate, to any Board or Executive Board member.

Reports will be treated as confidentially as possible in light of the Chapter’s need to fully investigate the matter and take appropriate corrective action. Employees will be expected to cooperate if asked to do so in any investigation. Care will be taken to preserve the dignity and privacy of the complaining employee, witnesses and others involved in the matter. Employees who report harassment or who assist in the investigation of a complaint of harassment will not be subject to retaliation or reprisals of any kind. If an employee believes they are being retaliated against for reporting or assisting in an investigation of harassment, the employee should report that immediately to the President, Director of Operations or, if more appropriate, to any Board or Executive Board member.

Complaints will be promptly and thoroughly investigated in all appropriate circumstances. Depending on the nature of the alleged harassment, interim measures may be taken. These measures might include revocation of Chapter membership, revocation of FFRF membership, temporary reassignments, leaves of absence, or separating the alleged harasser and the employee alleging the harassment. If the investigation reveals that an employee has engaged in sexual or other harassment, that employee will be subject to disciplinary action, up to and including termination.

All managers are responsible for the implementation of this policy and must report any potentially harassing conduct of which they become aware to the President and Director of Operations, minimally. All employees will be held responsible and accountable for eliminating prohibited conduct.

Questions regarding this policy should be addressed directly to the President and Director of Operations.

ARTICLE V
BOARD OF DIRECTORS

Section 1. Powers. There shall be a Board of Directors of the Chapter (the “Board”), which shall supervise and control the business, property and affairs of the Chapter, except as otherwise expressly provided by law, the Articles of Incorporation of the Chapter, or these Bylaws. 

Section 2. Number and Qualifications. The Board shall be composed of no fewer than three (3) nor more than nine (9)individuals (the “Directors”). All Directors must support the purposes of the Chapter and be FFRF Members.

Qualifications

2.1 Abide By Agreements. Each Director will annually review, understand and abide by the Chapter Conflicts of Interest Policy, Affiliation Agreement, Articles Of Incorporation, and these Bylaws.

2.2 Volunteer without any compensation. The Board will consist only of volunteers without any compensation. The Board serves as the fiduciaries who steer the organization towards a sustainable future by adopting sound, ethical, and legal governance and financial management policies, as well as by making sure the FFRF Chapter has adequate resources to advance its purpose.

2.3 Obtain Grants. The Board will apply for FFRF grants each and every year. Annual Grant requests will minimally include FFRF Operational Grants, FFRF Charity Grants, and FFRF Convention Grants plus any other available FFRF grants available to Chapters. The board will facilitate scholarships. The Board will seek grants outside FFRF. All grants will be utilized to the fullest extent and reported to FFRF to ensure compliance and completion.

Section 3. Election and Term of Office

3.1 The Directors shall be elected by the Board at the annual meeting of the Board, consistent with Section V.3.2. Directors shall serve for a term of three years. Approximately one-half (1/2) of the Directors shall have terms that expire in the even years and another half with terms that expire in odd years, such that only half of the Directors will have terms that expire in a given year. 

3.2 The Directors shall be selected by the Board from among a slate of candidates nominated for election to the Board. Nominations for Directors may be submitted by FFRF Members or any other interested persons in advance of the Annual Meeting of the Board. All nominations shall be collected by the Chapter Secretary and forwarded to the Board at least seven (7) days in advance of the Annual Meeting of the Board. The Directors shall be selected from among the candidates nominated in advance. 

Section 4. Resignation. Any Director may resign at any time by giving written notice to the President of the Chapter. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President of the Chapter. 

Section 5. Removal. Any Director may be removed from such office, with or without cause, by a two-thirds (⅔) vote of all of the Directors at any regular or special meeting of the Board called expressly for that purpose. 

Section 6. Vacancies. Vacancies shall be filled by majority vote of the remaining members of the Board for the unexpired term. 

Section 7. Annual Meeting. One meeting of the Board each year, usually in the fourth quarter, shall be the “Annual Meeting of the Board” and held on such day and at such place and time as determined by the President of the Chapter. The purpose of the Annual Meeting is to elect the Directors and officers, and for the transaction of such other business as may come before the meeting. 

Section 8. Regular and Special Meetings. Regular meetings of the Board shall be held at such times and places as designated in advance by the Board. Special meetings of the Board may be called by the President or by at least three Directors at such time and place named by those calling the meeting may specify and in accordance with the notice requirements of Section 9. 

Section 9. Notice. Notice of the time, day and place of any meeting of the Board shall be given at least five days previous to the meeting and in the manner set forth in Article VII. The purpose for which a special meeting is called shall be stated in the notice. Any Director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance and participation at a meeting without objection to notice shall also constitute a waiver of notice. 

Section 10. Quorum. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board. 

Section 11. Manner of Acting. Except as otherwise expressly required by law, the Articles of Incorporation of the Chapter, or these Bylaws, the affirmative vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board. Each Director shall have one vote. Voting by proxy shall not be permitted. 

Section 12. Unanimous Written Consent In Lieu of a Meeting. The Board may take action without a meeting if written consent to the action is signed by all of the Directors.

Section 13. Telephone Meeting. Any one or more Directors may participate in a meeting of the Board by means of a conference telephone or similar telecommunications device, which allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to presence in person at the meeting. 

Section 14. Conflicts of Interest. The Board shall comply with the Conflicts of Interests Policy adopted by the Board.

ARTICLE VI
OFFICERS 

Section 1. Officers. The officers of the Chapter, shall consist of a President, a Secretary, and a Treasurer. The Chapter shall have such other officers as the Board may deem necessary, and such officers shall have the authority prescribed by the Board. One person may hold more than one office, other than the offices of President and Secretary. 

Section 2. Election of Officers. The officers of the Chapter shall be elected by the Directors at the Annual Meeting of the Board. 

Section 3. Term of Office. The officers of the Chapter shall be installed at the Annual Meeting at which they are elected and shall hold office for [one] year until the next Annual Meeting or until their respective successors shall have been duly elected. 

Section 4. Resignation. Any officer may resign at any time by giving written notice to the President. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately. 

Section 5. Removal. Any officer may be removed from such office, with or without cause, by the approval of two-thirds (⅔) of all of the Directors at any regular or special meeting of the Board called expressly for that purpose. 

Section 6. Vacancies. A vacancy in any office shall be filled by the Board for the unexpired term. 

Section 7. President. The President shall give active direction and have control of the business and affairs of the Chapter. They may sign contracts or other instruments which the Board has authorized to be executed, and shall perform all duties incident to the office of President as may be prescribed by the Board.  

Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the Board; see that all notices are duly given in accordance with the provisions of these Bylaws; see that corporate records are maintained; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the Board. 

Section 9. Treasurer. The Treasurer shall be responsible for all funds of the Chapter. The Treasurer shall ensure that funds are properly received and receipts issued and deposit all such moneys in the name of the Chapter in appropriate banks, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board. 

ARTICLE VII
COMMITTEES 

Section 1. Committees of Directors. The Board, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each consisting of two or more directors, which committees shall have and exercise the authority of the Board in the governance of the Chapter. However, no committee shall have the authority to amend or repeal these Bylaws; elect or remove any officer or director; adopt a plan of merger; or authorize the voluntary dissolution of the Chapter. 

Section 2. Executive Committee. Between meetings of the Board, the day-to-day affairs of the Chapter may be conducted by an Executive Committee, the participation of which shall be as set forth in a resolution of the Board. 

Section 3. Other Committees and Task Forces. The Board may create and appoint participants to such other committees and task forces as they shall deem appropriate. Such committees and task forces shall have the power and duties designated by the Board, and shall give advice and make non-binding recommendations to the Board. 

Section 4. Term of Office. Each participant of a committee shall serve for one year until the next annual meeting of the Board and until a successor is appointed, unless the committee is dissolved. 

Section 5. Vacancies. Vacancies in the participants of committees may be filled by the Chair of the Board. 

Section 6. Rules. Each committee and task force may adopt rules for its meetings not inconsistent with these Bylaws or with any rules adopted by the Board. 

ARTICLE VIII
MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Chapter shall be the calendar year

Section 2. Notice. Whenever under the provisions of these Bylaws notice is required to be given to a Director, officer or committee member, such notice shall be given in writing by first-class mail or overnight delivery service with postage prepaid to such person at the Chapter address on the records of the Chapter or by email if intended recipient has provided email address to Chapter. Such notice shall be deemed to have been given when deposited in the mail or the delivery service or transmitted electronically. Notice may also be given by facsimile, electronic mail, or hand delivery, and will be deemed given when received.

ARTICLE IX
INDEMNIFICATION

The Chapter shall, to the fullest extent authorized by New York State SECTION 720-A Liability of directors, officers, trustees and key persons Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 7 (see https://www.nysenate.gov/legislation/laws/NPC/720-A) and any other applicable law, indemnify each Director and officer of the Chapter against reasonable expenses and against liability incurred by a Director or officer in a proceeding in which they are a party because they are a Director or officer of the Chapter. These indemnification rights shall not be deemed to exclude any other rights to which the Director or officer may otherwise be entitled. The Chapter shall indemnify any employee who is not a Director or officer of the Chapter, to the extent the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because they were an employee of the Chapter. The Chapter may, to the fullest extent authorized by New York State §720-A and any other applicable law, indemnify, reimburse, or advance expenses of Directors, officers, or employees. 

ARTICLE X
AMENDMENTS TO BYLAWS

These Bylaws may be amended or new Bylaws adopted upon the affirmative vote of two-thirds (⅔) of all Directors then in office at any regular or special meeting of the Board. The notice of the meeting shall set forth a summary of the proposed amendments.

ARTICLE XI
DISSOLUTION

The Chapter shall be dissolved or subject to merger or any other form of corporate restructuring upon the approval of two-thirds (2/3) of all Directors. Upon dissolution, the assets shall be distributed in accordance with Articles of Incorporation.