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MSF Bylaws

SECOND AMENDED AND RESTATED BYLAWS

Effective June 1, 2020

 PREAMBLE

The following, as amended from time to time, shall constitute the bylaws of the MOYNIHAN SCHOLARSHIP FUND, INC. (hereinafter “MSF”).  MSF has been organized and shall exist as a not-for-profit corporation pursuant to its Certificate of Incorporation and the New York Not-For-Profit Corporation Law (the "Act").  Notwithstanding the foregoing, MSF shall be operated at all times as a 501(c)(3) organization within the meaning of the U.S. Internal Revenue Code of 1986 as amended from time to time (the “Code”) and the activities of MSF shall be limited accordingly.

ARTICLE I
OFFICES; PURPOSE

SECTION 1. Principal Office. The principal office of MSF shall be located at: 14 Wall Street, New York, New York. MSF may relocate the principal office, and may also establish such other offices, as the Board of Trustees shall direct if the business of MSF so requires.

SECTION 2. Registered Office and Agent. MSF shall maintain a registered office and a registered agent within the State of New York in accordance with the requirements of the Act. The location of the registered office and the designation of the registered agent shall be approved by the Board of Trustees.

SECTION 3. Nonprofit Purpose. MSF is a not-for-profit corporation and is not organized for the private gain of any person. It is organized under the Act and is organized for the purposes set forth in Internal Revenue Code section 501(c)(3) or the corresponding provision of any future United States internal revenue law. Within the context of these general purposes, MSF’s specific purposes shall be:

(a) To take and hold by bequest, devise, gift, grant, purchase, lease, or otherwise, either absolutely or jointly with any other person or persons or corporation, for any of the purposes hereinafter set forth, any property, real, personal or mixed or any undivided interest therein without limitation as to amount or value, to convey, sell or otherwise dispose of such property, and to invest, reinvest, and deal with the same in such manner as in the judgment of the directors will best promote the purpose of the Corporation, subject to such limitations, if any, as are or may be prescribed by statute.

(b) To provide assistance to individuals and students of all ages interested in the field of accountancy in pursuing their professional and personal ambitions by providing financing, scholarships, social events, education, internships, opportunities, and real life experience as well as providing the services, programs and tools to reach these objectives.

(c) To apply the whole or any part of its income or principal funds to provide voluntary financial aid and other voluntary assistance to such members or former members of the New York State Society of Certified Public Accountants, Inc. and their families, who, in the judgment of the Board of Trustees, shall be deemed in need and deserving of such aid and assistance because of ill health, physical disability or misfortune,

(d) No substantial part of its activities shall be the carrying on of propaganda, or otherwise attempting, to influence legislation; it shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.

Notwithstanding any other provision in these bylaws, MSF shall not, except to an insubstantial degree, engage in any activities or exercise any powers that do not further the purpose of MSF, and MSF shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Internal Revenue Code section 501(c)(3) or the corresponding provision of any future United States Internal Revenue Law.

SECTION 4. Dedication of Property.

All corporate property is irrevocably dedicated to the purposes set forth in Article I, Section 3. No part of the net earnings of MSF shall inure to the benefit of any of its directors, trustees, officers, or members, or to the benefit of any private person except as reasonable compensation for services rendered, goods received, and other property or valuable thing which may be acquired by MSF for the accomplishment of its purposes.

ARTICLE II
MEMBERS

SECTION 1. Composition of MembershipThe New York State Society of Certified Public Accountants (the “Society”) shall be the sole Member of MSF.

SECTION 2. Annual Meetings.  An annual meeting of the Member shall be held once each year for the election of Trustees of MSF and the transaction of other business, if any, on the same date and place as the Society’s Board of Directors final meeting of its fiscal year.  No formal notice is required.

SECTION 3. Special Meetings.  The Member may conduct a special meeting for any purpose.

SECTION 4. Actions of the Member.  The Member shall act through the board of the Society.  The quorum required for the Member to act shall be as set forth in the bylaws of the Society.

ARTICLES III
TRUSTEES

SECTION 1. Number. A Board of up to nine directors who shall be known as “Trustees” shall manage MSF. (The Board of Trustees is referred to herein as the “Board”.)

SECTION 2. Qualifications and Terms of Trustees.

  1. All Trustees shall be CPA Members in good standing of the Society, as defined in the Bylaws of the Society.
  2. All Trustees shall be appointed on the basis of their interest and ability to contribute to the educational and benevolent goals of MSF. In addition, the Trustees, to the extent possible, should represent a cross-section of the membership of the Society in terms of geography, diversity, and professional areas of practice.
  3. Trustees shall be appointed as provided in Section 3 below.

SECTION 3. Appointments and Terms of Trustees. The Trustees shall be appointed, initially, by the incorporators of the Fund, and shall serve an initial term of up to two years. Thereafter, up to nine Trustees, all of whom shall be voting members in good standing of the Society, shall be elected by the Board as provided under these bylaws, as follows:

  1. The Society’s Immediate Past President shall be invited annually to serve a three-year term.
  2. The Society’s President-elect shall be invited annually to serve a one-year term.
  3. The Society shall invite up to two persons to serve a one year-term on the Board annually, one of whom shall be the Society Treasurer, who shall serve as Treasurer of the MSF.
  4. Appointment of additional Trustees to the Board for available positions or to replace those whose terms are due to expire at the next Annual Meeting shall be made in accordance with the procedure used to fill Board vacancies in Section 4, below.
  5. The Society’s Executive Director shall be a nonvoting, ex officio member of the Board of Trustees and all committees. If the Executive Director is unable to act in accordance with Article V, Section 6, the Board of Trustees shall appoint some other member of the Board to do so.
  6. The Board of Trustees may appoint other nonvoting, ex officio members of the Board of Trustees, at their discretion.

SECTION 4. Vacancies. The Trustees shall appoint individuals to fill vacancies on the Board from the Society’s voting membership. Any Trustee appointed to fill the unexpired term of a Trustee shall hold office until the next Annual Meeting and until his or her successor is determined to be qualified to serve and then appointed.

SECTION 5. Resignation and Removal. Any Trustee may resign at any time by written resignation filed with the Secretary/Treasurer of MSF or the Board. Any Trustee may be removed at any time with or without cause by action of the Member; provided that notice of any such removal shall be provided promptly to the Board of MSF.

SECTION 6. Quorum. A majority of the Trustees shall constitute a quorum for the transaction of business at a meeting of the Board.

SECTION 7. Voting.

  1. Except as otherwise required by law or as otherwise provided in the bylaws, the vote of a majority of the Trustees present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.
  2. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or committee consent to the adoption of a resolution authorizing the action, which resolution shall be filed with the minutes of the Board or committee. Such consent may be obtained in writing, electronically or facsimile.
  3. Any member of the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone, video conference, or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

SECTION 8. Compensation. With the exception of the Executive Director,

  1. Trustees shall serve without compensation, and
  2. No Trustee may serve MSF in any capacity for which he or she would receive compensation.


SECTION 9. General Powers. 
The Board shall be the governing body of MSF. The affairs of MSF shall be managed by the Board, which shall have those powers reserved for a governing body as provided by law.

ARTICLE IV
MEETINGS

SECTION 1. Annual Meeting. The Annual Meeting of the Trustees of MSF shall be held at such time and place as the Trustees may designate.

SECTION 2. Regular and Special Meetings. Regular meetings of the Trustees may be held without notice at such times and such places as shall be designated by the Board. The President shall designate the time, place, and agenda for any special meeting of the Board, except that a special meeting shall be held within fifteen days from the receipt by the President of (a) a request by the Member for a special meeting or (b) a petition for a special meeting, signed by at least one-third of the members of the entire Board. The agenda for such special meeting shall include items specified in such request or petition.

SECTION 3. Notice. Not less than three business days' notice of any special meeting shall be given to each Trustee by telephone, in person, or electronically, and not less than five days' notice of such special meeting shall be given to each Trustee if mailed. If mailed, such notice shall be deemed given when deposited in the United States mail, with postage thereon prepaid, directed to the Trustee at his or her address as the same appears on the records of the Society. In addition, to the maximum extent possible, any supporting documents or materials relating to the topics of the agenda or the business of the meeting shall be made available to the trustees at least five days prior to the date of the meeting.

SECTION 4. Waiver of Notice. Notwithstanding anything to the contrary, the Trustees may collectively waive any meeting-notice requirements under these bylaws to the fullest extent permitted by the New York State Not-for-Profit Corporation Law upon a writing signed, or vote taken by all Trustees eligible to vote.

SECTION 5. Adjournment. A majority of Trustees present at any meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. No notice of any such adjournment shall be given to the Trustees not present at the time of adjournment and, unless the time and place are announced at the meeting, to other Trustees, except in the cases of the Annual and special meetings.

SECTION 6. Executive Session.

  1. Upon a majority vote of Trustees present and voting, the Board may conduct an executive session.
  2. Attendance at an executive session shall be permitted to any person authorized by the Board.

ARTICLE V
OFFICERS

SECTION 1. Officers. The Officers of MSF shall be: a President, a President-elect, a Secretary/Treasurer, the Executive Director, and any other officers as the Board may determine.

SECTION 2. Appointment and Term of Office. The officers, except the President and the Executive Director, shall be appointed by vote of the Board from among their number, except that no Society officer, with the exception of the Secretary/Treasurer, shall serve as an MSF officer. The Secretary/Treasurer of the Society shall serve as the Secretary/Treasurer of MSF. Nothing in this provision shall prohibit the Board from appointing an officer from among either the Society-appointed Trustees or MSF-recommended Trustees; provided, however, that no individual may be appointed President-elect unless he or she has at least two years left in his or her term on the Board at the time of such appointment. The President-elect shall automatically assume the office of the President at the beginning of the fiscal year next following becoming President-elect. The Executive Director of the Society shall serve as the Executive Director of MSF. All officers shall have a term of one year; provided, however, that if the President-elect should become President as a result of the failure of the President to complete a full term of office, such President-elect shall serve as President for the unexpired term of the predecessor and for an additional one-year term thereafter, and further provided that the Executive Director shall serve as long as he or she is Executive Director of the Society.

SECTION 3. President. The President shall preside over all meetings of the Board. The President shall serve as a voting, ex officio member of all committees of MSF. The President shall serve as chair of the Board and perform such duties as are necessarily incident to the office of President and shall have such other powers as maybe conferred upon him or her by the Board.

SECTION 4. President-elect. The President-elect shall perform all executive and other duties should the President be unable or unwilling to do so, and such duties as may be delegated to the President-elect by the Board or the President. The President-elect shall automatically be deemed to have been elected President at the beginning of the fiscal year next following becoming President-elect.

SECTION 5. Secretary/Treasurer. The Secretary/Treasurer shall be the secretary of all meetings of the Board. The Secretary/Treasurer shall give notice of all the meetings requiring notice. The Secretary/Treasurer shall keep a record of the proceedings of all the meetings. The Secretary/Treasurer shall perform all duties ordinarily pertaining to the offices of Secretary or Treasurer or delegated to the Secretary/Treasurer by the Board or the President.

SECTION 6. The Executive Director. The Executive Director shall be the chief executive officer of MSF and shall report to the Board. The Executive Director shall be a nonvoting, ex officio member of the Board and all committees. If the Executive Director shall be unable to act, the Board shall appoint some other member of the Board to do so.

SECTION 7. Vacancies. A vacancy in any office other than the President or the Executive Director shall be filled by the president, subject to the approval of the Board, without undue delay, at its next regular meeting, or at a special meeting called for that purpose. If a vacancy occurs in the office of President, the President-elect shall automatically become President for the period provided in section 2 of this Article. If a vacancy occurs in the office of the President at a time when there also is a vacancy in the office of President-elect, the Member shall designate a CPA member of the Society to serve as President until the end of the fiscal year.

SECTION 8. Absences. In case of absence of an officer of MSF or for any other reason which may seem sufficient to the Board, the Board may delegate the powers and duties of such officer to any other officer or Trustee.

SECTION 9. Surety Bonds. The Board may require the furnishing of surety bonds in such amounts and for such officers and staff members as they may determine.

SECTION 10. Resignation and Removal. Any officer may resign at any time by written resignation filed with the Secretary/Treasurer of MSF. Any officer may be removed with or without cause by the Member at any meeting of the Member.

ARTICLE VI
INDEMNIFICATION OF TRUSTEES AND OFFICERS

SECTION 1. Indemnification. MSF shall indemnify its Trustees and officers in each and every instance in which such indemnification is required or permitted by statute. The Trustees shall act promptly and in good faith whenever any action on their part is required by statute to implement any such indemnification.

SECTION 2. Insurance. The MSF shall have the power to purchase and maintain insurance for the purposes of indemnification of Trustees and officers.

ARTICLE VII
GENERAL FINANCIAL PROVISIONS

SECTION 1. Fiscal Year. The Fiscal Year of MSF shall be the same as the Society’s fiscal year.

SECTION 2. Annual Report. Upon direction by the Board, the President and Secretary/Treasurer shall present at the annual meeting or a regular meeting of the Board, as soon as practicable, following the end of the previous fiscal year a report verified by the President and the Secretary/Treasurer or by any independent certified public accountant selected by the Board, showing in appropriate detail the following:

  1. The assets and liabilities including trust funds of the corporation as of the end of fiscal year of MSF.
  2. The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report.
  3. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of report.
  4. The expenses or disbursements of the corporation, for general and restricted purposes, during the year immediately preceding the date of the report.

The report shall be filed with the minutes of the Board, and shall also be provided to the Member at or about the same time that it is provided to the Board.

SECTION 3. Checks, drafts, etc. All checks, drafts, notes or other orders for payment of money shall be signed on behalf of MSF by the President, the Vice-President, the Secretary/Treasurer, the Executive Director; or any trustee or any staff member of the Society as shall be authorized by the Board.

SECTION 4. Contracts. Except as otherwise provided by resolution duly adopted at any meeting of the Board, all contracts, agreements, deeds and formal instruments shall be signed on behalf of MSF by the President or by such other person or persons as shall be authorized by the Board.

SECTION 5. Voting of Stock. Any stock in other corporations which may from time to time be held by MSF may be represented and voted at any meeting of stockholders of such other corporations by the President or by the Executive Director or as may be otherwise at any time authorized by the Board.

ARTICLE VIII
SEAL

The seal of MSF shall be circular in form and shall bear the name of MSF, the year of its incorporation and the words "Corporate Seal, New York".

ARTICLE IX
COMMITTEES

SECTION 1. Executive and Other Committees. A majority of the entire Board may by resolution designate from among its members an executive committee and other committees, including task forces, each consisting of three or more Trustees, and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except as otherwise forbidden by applicable law.

SECTION 2. Duration of Committee. Every committee set forth above shall serve at the pleasure of the Board.  The members of all committees shall be selected by the Board.

ARTICLE X
AMENDMENTS

The bylaws may be amended, repealed or altered in whole or in part by the Member. A copy of any amendment adopted by the Member shall be provided promptly to the Board of MSF.

Adopted by the MSF Board of Trustees, April 30, 2020, Agenda Item MSFB20-B-1(d).