BY-LAWS

OF

THE BUFFALO HIVE
Adopted July 15, 2024

TABLE OF CONTENTS

HEADINGS                                                                                                               PAGE

Article I.  Name, Territory and Office                                                                                   5

Article II.  Purpose                                                                                                                 5

Article III.  Membership                                                                                                         5

Article  IV.  Board of Directors                                                                                              5

1.     General Management

2.     Number

3.     Qualifications

4.     Compensation Reimbursement, and Loans

4.1             Compensation

4.2             Reimbursement

4.3             Loans

5.     Selection Procedure of Directors, Terms of Office, Newly Created Directorships, and Vacancies

5.1             Selection Procedure

5.2             Terms of Office

5.3             Newly Created Directorships

5.4             Vacancies

6.     Resignation

7.     Suspension and Removal

7.1             Suspension

7.2             Removal

8.     Meetings

8.1             Annual Meetings

8.2             Regular Meetings

8.3             Special Meetings

9.     Waivers of Notice

10.  Place of Meeting

11.  Quorum

12.  Adjournment

13.  Organization

13.1                            Chairperson

13.2                            Secretary

14.  Voting

15.  Action by the Board of Directors

15.1                            Action Defined

15.2        Written Consent

15.3                            Electronic Communication

16.  Attendance

17.  Annual Report

Article V.  Officers                                                                                                                 10

1.     Officers, Election, Term

2.     Removal, Resignation

3.     Duties

3.1                     President

3.2                     Vice President

3.3                     Secretary

3.4                     Treasurer

3.5                     Artistic/Executive Director

Article VI.  Committees                                                                                                         12

1.     Appointments

1.1                     Committees of the 

1.2                     Committees of the Corporation

2.     Executive Committee

3.     Finance Committee

4.     Conflict of Interest Committee

5.     Governance Committee

6.     Whistleblower Protection Committee

Article VII.  Audit or Financial Review                                                                                 15

Article VIII.  Construction                                                                                                     15

Article IX.  Indemnification of Directors and Officers                                                          15

1.     Authorized Indemnification

2.     Prohibited Indemnification

3.     Advancement of Expenses

4.     Indemnification of Others

5.     Determination of Indemnification

6.     Binding Effect

7.     Insurance

8.     Nonexclusive Rights

Article X.  Indemnification of Employees…………………………………………………17

1.     Actions

2.     Nonexclusivity  

Article XI.  Fundamental Corporate Changes                                                                        18

1.     By-Law Amendment

2.     Certificate of Incorporation

2.1            Amendment

2.2            Governing Effect

3.     Merger or Consolidation

4.     Dissolution

4.1            Procedure

4.2            Residual Assets

Article XII.  Fiduciary Duties                                                                                                19

1.     Duty of Care

2.     Duty of Loyalty

3.     Duty of Obedience

Article XIII.  Statutory Compliance                                                                                       19

1.     Definitions

2.     Conflicts of Interest Protocols

2.1            Procedures

2.2            Restrictions

2.3            Definitions

2.4            Documentation

2.5            Audit-Related Disclosure

3.     Conflicts of Interest Policy

4.     Code of Ethical Conduct & Annual Potential Conflicts Disclosure Statement

5.     Whistleblower Protection Policy

6.     Audit Oversight Policy

Article XIV.  Prohibition Against Sexual, Racial, Religious, and Age-Based Harassment   21

Article XV.  Financial Policies                                                                21

1.     Contracts

2.     Checks, Drafts, Money Orders

3.     Fiscal Year

Article XVI.  Executive Compensation                                                    22

1.     Review and Analysis

2.     Total Compensation Determination 

Article XVII.  Rules of Order                                                                                                 23

Appendix A.  By-Law & Corporate Policy Definitions                                                         24

Appendix B.  Conflict of Interest Policy                                                                                26

Appendix C.  Code of Ethics                                                                                                  35

Appendix D.  Whistleblower Protection Policy                                                                     41

Appendix E.  Audit Oversight Policy                                                                                     44

Appendix F.  Resolution Regarding The Reasonableness Of The Total Compensation Paid To The Executive Director Made Contemporaneously With The Executive Director’s Annual Performance Evaluation By This Board Of Directors Of Corporation, Inc.          46

Article I.

Name, Territory and Office

Name.  The Not For Profit Corporation (Corporation) shall be known as The Buffalo Hive.

Territory.  The Corporation shall conduct activities primarily in New York State subject to changes by the aforementioned Not For Profit Corporation.

Office.  The principal office of the Corporation shall be located in the County of Erie, State of New York.  This office shall direct Corporation activities and be the depository for all Corporation records.  The Corporation may also have offices at such other places within the state as the board may from time to time determine or the business of the Corporation may require.

Article II.

Purpose

The purpose of the Corporation is:

a. To provide a source of critical journalism and information regarding the arts, cultural and civic environments of the Western New York and New York State Communities, in order to promote engagement of community members in the arts and the cultural and civic lives of their communities;

b. To promote the professional development of novice journalists, including those in underrepresented groups, by offering mentorship and opportunities to engage in reporting and analysis of the arts, cultural events and other community civic affairs;

c. In furtherance of its purposes, the corporation shall have all of the powers enumerated in Section 202 of the New York State Not-for-Profit Corporation Law and is empowered to do and perform all acts necessary to accomplish the foregoing purposes.

Article III.

Membership

The corporation has no Members, as that term is defined by Article 6 of the N-PCL, and as such the Board of Directors is a self-perpetuating Board.

Article IV.

Board of Directors

Section 1.  General Management.  The general management of the affairs of this Corporation shall be vested in a Board of Directors.  The Board of Directors shall have control of the property of the Corporation and shall determine its policies with the advice of its various committees.  It shall have power to employ necessary staff and other help, authorize expenditures and take all necessary and proper steps to carry out the purposes of this Corporation and to promote its best interest.

Section 2.  Number.  There shall be at least five (5), but no more than fifteen (15), seats on the Board of Directors, including Officers. At least a two-thirds (2/3rds) super-majority of the entire Board of Directors shall be Independent Directors. This number range of Directors may be determined from time to time by resolution of the entire Board of Directors provided that no decrease in the number of Directors shall shorten the term of any incumbent Director.  As used in this Article, the term “the entire Board of Directors” shall mean the total number of Directors entitled to vote that the Corporation would have if there were no vacancies and shall consist of tohe number of Directors within the above range that were elected as of the most recently held election of Directors.

Section 3.  Qualifications.  Each member of the Board of Directors must be at least eighteen (18) years of age.

Section 4.  Compensation, Reimbursement, and Loans

4.1. Compensation.  No Director, Officer or member of a Committee shall receive compensation for their services.  The Board of Directors shall be empowered to provide reasonable compensation, together with reimbursement for reasonably incurred expenses, for offices or positions not afforded voting privileges for purposes of corporate decision-making, such as the position of Executive Director.

4.2. Reimbursement. Notwithstanding the mandates of this Article, the Board of Directors, at its discretion, may reimburse individual Directors, Officers, members of Committees and employees in an amount determined by the Board for expenses reasonably incurred by them in the performance of their duties.

4.3. Loans.  No loans shall be made by the Corporation to its Directors, Officers, and members of Committees or affiliates, if any, or to any other corporation, firm, association or other entity in which one or more of its Directors, Officers or committee members are Directors or Officers or hold a substantial financial interest, except as may be permitted by law and upon the approval of the Board of Directors as being in the interest of the Corporation.

Section 5.  Selection Procedure of Directors, Terms of Office, Newly Created Directorships, and Vacancies.

5.1.  Selection.  At each Annual Meeting, the Board of Directors, by a plurality of the votes cast, shall elect new Directors to replace those whose terms are expiring to terms of three (3) years.

5.2 Terms of Office.  The term of office for a Board member shall be three (3) years unless otherwise provided in these By-Laws.  Insofar as is practicable, one-third of the Board shall be selected every year.  The terms of office for all Directors shall begin on the day of their election and shall conclude upon the election of their successors.  No Director may serve more than three (3) consecutive terms except if re-elected to an officer position for one additional year.

5.3. Newly Created Directorships.  Newly created Directorships resulting from an increase in the number of Directors shall be filled by vote of a majority of the entire Board of Directors then in office, regardless of their number.  Directors elected to fill newly created Directorships shall hold office in accordance with their classification and until their successors have been elected and qualified. 

5.4. Vacancies.  A vacancy in office shall arise upon the death, resignation, removal or lapse of membership of a Director.  Except in the cases of the office of President, a vacancy on the Board of Directors occurring in the interim between annual meetings shall be filled by an interim successor appointed by the Board of Directors.  At the next annual meeting following the vacancy, the Board shall elect a permanent successor for the vacated position.  In the event that the interim successor is subsequently elected to serve as a permanent successor, the first year of their term shall be deemed to have commenced upon their election, without regard to the duration of interim service.

Section 6.  Resignation.  A Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. The resignation shall take effect immediately upon receipt thereof by the Board of Directors, the President or the Secretary, and the acceptance of the resignation shall not be necessary to make it effective.  A Director who is absent without being excused from three consecutive regular meetings shall be deemed to have resigned.

Section 7.  Suspension & Removal.

7.1. Suspension.  Any or all of the members of the Board of Directors may be suspended for cause by two-thirds (2/3) majority vote of the Board, provided there is a quorum for the meeting at which the action is taken upon notice to the member subject to proposed suspension.  The period of suspension can last only until such time as the next regularly scheduled Meeting or a Special Meeting of the Board called for that purpose.  During the period of suspension, the suspended Director shall not have any vote in any matter coming before the Board and shall not be entitled to attend any meeting of the Board.  However, that Director must maintain their Duty of Loyalty to the corporation and must continue to report conflicts of interest until such time as her/she is removed by the Board or resigns their position in writing.  At any meeting where a vote is to be taken to suspend a member of the Board, the Director in question may attend and shall be given a reasonable opportunity argue in their defense.

7.2. Removal.  Any or all of the Directors may be removed by a two-thirds (2/3) majority vote of the Board at the Annual Meeting or a Special Meeting of the Board called for that purpose, provided there is a quorum for the meeting at which the action is taken. At any meeting where a vote is to be taken to remove a member of the Board, the Director in question may attend and shall be given a reasonable opportunity argue in their defense. 

Section 8.  Meetings.

8.1. Annual Meetings.  The Board of Directors shall convene an Annual Meeting in June of each year for the purpose of electing Directors, electing Officers, and the transacting such other and further business of the Corporation as may be required.  Notice of the Annual Meeting shall be given personally or by telephone, electronic mail, facsimile or first class mail and shall state the purposes, time and place of the meeting.  If notice is given personally or by telephone it shall be given not less than three (3) days before the meeting; if it is given by electronic mail, facsimile or first class mail, it shall be given not less than five (5) days before the meeting.  Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.

8.2. Regular Meetings.  The Board of Directors shall endeavor to convene Regular Meetings at least three (3) times per year.  Regular Meetings of the Board of Directors will endeavor to be scheduled at the annual meeting.

8.3. Special Meetings.  Special Meetings of the Board of Directors shall be held whenever called by the Chair, the Secretary, or any three (3) Directors.  Notice of Special Meetings shall be given personally or by telephone, electronic mail, facsimile or first class mail and shall state the purposes, time and place of the meeting.  If notice is given personally or by telephone it shall be given not less than three (3) days before the meeting; if it is given by electronic mail, facsimile or first class mail, it shall be given not less than five (5) days before the meeting.

Section 9.  Waivers of Notice. Notice of a meeting need not be given to any Director who submits a signed waiver of notice, by personal delivery, regular mail, electronic mail or facsimile, to the Board of Directors, the President or the Secretary of the Corporation, whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement the lack of notice.

Section 10.  Place of Meetings. The Board of Directors may hold its meetings at the principal office of the Corporation, or at such place or places within or without the State of New York as the Board of Directors may from time to time by resolution determine.

Section 11.  Quorum.  A quorum shall be required for the legal and proper conduct of the business of the Board of Directors.  A majority of the total number of members of the Board of Directors then in existence shall constitute a quorum for the transaction of any business.  When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any Directors.

Section 12.  Adjournment.  A majority of Directors present at a meeting of the Board of Directors, whether or not a quorum is present, may adjourn any meeting to another time and place.  Notice of the adjournment shall be given to all Directors who were absent at the time of the adjournment consistent with the notice requirements outlined in Section 8.3, and unless such time and place are announced at the meeting, to the other Directors.

Section 13.  Organization.

13.1. Chairperson.  At all meetings of the Board of Directors, the President, or, in their absence, the Vice-President or, in their absence, another Director chosen by the Board shall preside. 

13.2. Secretary.  At all meetings of the Board of directors, the Secretary, or, in their absence, another Director chosen by the Board shall act as secretary of the meeting.

Section 14.  Voting.  Each member of the Board of Directors shall have one vote.  A majority vote of those present, provided there is a quorum, shall be sufficient on any proposition presented and acted upon at a meeting.

Section 15.  Action by the Board of Directors.

15.1.  Action Defined.  Except as otherwise provided by law or in these By-Laws, an “Action,” or “Act,” of the Board of Directors shall mean an action at a meeting of the Board authorized by vote of a majority of the Directors present at the time of the vote, provided a sufficient quorum is present.  The purchase sale, mortgage or lease of real property shall only be authorized by vote of a two-thirds (2/3) majority of the Directors present at the time of the vote, provided a sufficient quorum is present.  The sale, lease, exchange or other disposition of all, or substantially all, the assets of the Corporation shall only be authorized by vote of a two-thirds (2/3) majority of the Directors present at the time of the vote, provided a sufficient quorum is present, and a court of competent jurisdiction in the county where the Corporation maintains its principal place of business, if required by law.

15.2.  Written Consent.  Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing delivered by regular mail, electronic mail or facsimile, to the Secretary of the Corporation to the adoption of a resolution authorizing the action.  The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

15.3.  Electronic Communication.  Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone, electronic video screen communication equipment 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 16.  Attendance. A member of the Board of Directors who has missed three (3) consecutive meetings without reasonable cause noted in the minutes shall be deemed to have resigned.  For this reason, Directors who cannot attend a regular meeting should alert the President, Vice President, or Secretary to ensure their basis for missing a regular meeting, if found by the board to be reasonable, is documented as such in the minutes.

Section 17.  Annual Report.  The Board of Directors shall present at the Annual Meeting a report certified by a firm of independent public accountants selected by the Board, showing in appropriate detail the following:

1. The assets and liabilities, including the trust funds, if any, of the Corporation as of the end of the twelve-month fiscal period terminating not more than six months prior to said meeting;

2. The principal changes in assets and liabilities, including trust funds, if any, during said fiscal period;

3. The annual balance sheet of the Corporation, a Profit and Loss Statement and such financial records that will explain the same;

4. The revenue or receipts of the Corporation both unrestricted and restricted to particular purposes, during said fiscal period;

5. The expenses or disbursements of the Corporation, both general and restricted to particular purposes, during said fiscal period;
6. Key performance indicators identified by the Board as being indicative of the overall operational well-being of the Corporation.

This report shall be filed with the records of this Corporation and a copy thereof entered in the minutes of the proceedings of the Annual Meeting.

Article V.

Officers

Section 1.  Officers, Election, Term.  The Board shall elect by majority vote a president, vice president, secretary and treasurer, and such other officers as it may determine, who shall be given such duties, powers and functions as hereinafter provided.  Officers shall be elected to hold office for one year from the date of election and may be elected to consecutive terms as long as they are a Director.  None of these Officers may be current or former employees of the Corporation for the past three (3) years or their relatives as defined in the Not-for-Profit Corporation Law of New York State.  The Officers of the Corporation shall only be Independent Directors of the Corporation as defined above. Each officer shall hold office for the term for which he or she is elected and until their successor has been elected.  Any two or more offices may be held by the same person, except the offices of President and Secretary, which may not be held by the same person.

Section 2.  Removal, Resignation.  Officers serve at the discretion of the Board of Directors.  Any officer elected by the board may be removed by the Board. An Officer may resign at any time by giving written notice, by personal delivery, regular mail, electronic mail or facsimile, to the Board of Directors, the President or the Secretary of the Corporation.  The resignation shall take effect upon receipt by any means described above thereof by the Board of Directors, the President or the Secretary, and the acceptance of the resignation shall not be necessary to make it effective.  In the event of the death, resignation or removal of an officer, the president of the board shall appoint an acting successor to fill the unexpired term.  This appointment shall be confirmed or disapproved by the full board within the next two regular meetings.

Section 3.  Duties

3.1. President.  The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation on behalf of the Board of Directors and shall not be a current employee or relative of an employee as defined in the Not-for-Profit Corporation Law of New York State.  They shall preside at all meetings of the Board of Directors. The President, the Secretary, the Treasurer or any other proper officer of the Corporation authorized by the Board of Directors may sign any deeds, mortgages, bonds, contracts or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other Officer or agency of the Corporation. In general the President shall be the spokesperson for the Board of Directors and shall perform all duties as may be prescribed by the Board of Directors from time to time.

3.2. Vice President.  In the absence of the President, or in the event of their inability or refusal to act, the Vice President shall perform the duties of the President, and shall not be a current employee or relative of an employee as defined in the Not-for-Profit Corporation Law of New York State, and when so acting shall have all the powers of and be subject to all the restrictions upon the President.  The Vice President shall also have such powers and perform such duties as usually pertain to the office of Vice President and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

3.3. Secretary.  The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required by law, and be custodian of the corporate records of the Corporation.  The Secretary shall keep a register of the post office address of each member and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President and/or the Board of Directors.  In addition, the Secretary shall notify members of their election to office or their appointment to committees and keep a record of the transactions of the Corporation and of the Executive Committee. It shall be the duty of the Secretary to see to it that all newly-received and annually-submitted Director interest disclosure statements and any case-specific Related Party Transaction reports, together the minutes of any related meetings, are promptly provided to the President of the Board of Directors, in an effort to assure that they are properly considered for auditing purposes.  The Secretary shall perform such other duties as from time to time may be assigned to him/her by the President and or by the Board of Directors.  The Secretary may be assisted in these tasks by other boards members, employees, and volunteers, but remains responsible for ensuring they are accomplished.

3.4. Treasurer.  The Treasurer shall be responsible for the supervision, on behalf of the Board of Directors, of all monies received or expended by the Corporation and shall keep the board informed on all pertinent financial matters.  The Treasurer shall provide a financial report at all regular meetings of the Board of Directors in a format prescribed by the Board and shall present the annual financial report at the annual meeting of the membership; shall serve as the board’s liaison with the independent auditor; and shall serve as a member of the Finance Committee.  In general, the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.  The Treasurer may be assisted in these tasks by other boards members, employees, and volunteers, but remains responsible for ensuring they are accomplished.

3.5.Executive Director.  The Board of Directors may employ anExecutive Director (CEO/Professional Manager) who shall have general charge, subject to the overall control and direction of the Board, oversight and direction of the affairs and business of the Corporation, and sole responsibility for the employment and discharge of staff in accordance with Board established policies.  TheExecutive Director shall be the principal administrative officer of the Corporation, charged with the duties of effectuating the purposes of the Corporation, carrying out the directives of the Board of Directors in performing any and all functions necessary and proper to ensure that the policies, objectives and aims of the Corporation are carried out, as well as  preparing and submitting an annual budget for consideration by the Executive Committee of the organization on a timeline established in consultation with the Board of Directors. The Executive Director is not an member of the board, but attends all meetings of the Board unless instructed otherwise. 

Article VI.

Committees

Section 1.  Appointments.

1.1. Committees of the Board.  The President shall, subject to approval of the Board, appoint the following committees of the Board: Executive Committee, Finance Committee, Conflict of Interest Committee, Governance Committee, and Whistleblower Protection Committee, all of which have the power to bind the Board within statutory limitations, and through the Board the Corporation and all of which are comprised solely of at least three (3) Independent Directors.  Each may have such sub-committees as they from time to time require to maintain their charges and responsibilities, but such sub-committees may not bind the board.

1.2. Committees of the Corporation.  Additional committees may be created and appointed by the president with the consent of the board of directors as needed for special purposes, none of which can bind the Board or the Corporation, but perform the valuable work of making recommendations for action by the entire Board of Directors. Such committees shall be comprised of at least one Director, and may include any number of non-Directors, and when in operation, shall generate a written report of their activity for each regular meeting of the Board, to be coordinated by a committee member who is a Director. 

Section 2. Executive Committee. The Executive Committee shall be comprised of the elected Officers of the Corporation, to wit:  President, Vice President, Secretary and Treasurer, and chairs of all committees of the board and each of these either individually, or collectively shall have the right to convene a Special Meeting of the Corporation.  Additional members of the Board of Directors may be appointed to serve on the Committee at the discretion of the Board.  The President shall serve as the Chair of the Executive Committee.  The Executive Committee shall maintain surveillance of the business and affairs of the Corporation and shall be empowered to transact only such business as may be necessary between meetings of the Board of Directors, unless authorized otherwise by the Board of Directors.  The Committee shall be responsible for overseeing the personnel affairs of the Corporation, including, but not limited to developing and reviewing personnel policies; approving employee descriptions as drafted by theExecutive Director; for ensuring that the composition of the Board of Directors accurately reflects the terms of Board and Committee members; monitoring board member participation and attendance; monitoring board member compliance with and signature of the annual Code of Ethics; regularly assessing the composition and function of the Board; monitoring board compliance with and making recommendations accordingly regarding loyalty and ethical matters.  The Executive Committee cannot, without specific authorization by the Board of Directors, purchase real property, borrow money, amend the bylaws, approve or amend the annual budget, or hire or terminate the Executive Director.  Meetings of the Committee may be called by the Chair or by any three (3) members of the Committee.  The Committee shall submit a report of its actions at all regularly scheduled or special meetings of the board.

Section 3.  Finance Committee.  The Finance Committee shall be comprised of appointed members of the Board of Directors; however, in no circumstances is the Independent Auditor, or an employee or relative of the Independent Auditor’s firm to serve on the Committee.  The Treasurer shall serve on the Committee but shall not chair the Committee. The Finance Committee shall be responsible for overseeing the appropriate annual financial review, required financial and tax filings, and the fiscal affairs of the Corporation.  The Finance Committee shall develop a budget, after submission of same by the Executive Director, for approval by the Board of Directors, propose policies governing the finances of the Corporation for adoption by the Board, monitor and suggest amendment to said budget on no less than a quarterly basis review any and all financial reviews of the Corporation or any of its programs or contracts performed, and shall respond in writing, subject to approval of the Board of Directors, to such reviews, including the management letter, stating any and all remedies to deficiencies or improvements in fiscal policies and procedures cited or recommended.

Section 4.  Conflict of Interest Committee. The Conflict of Interest Committee shall be comprised of at least three (3) appointed members of the Board of Directors, all of whom are Independent Directors as that term is defined in the Not-for-Profit Corporation Law of New York State.  The Chair of the Conflict of Interest Committee shall be the Secretary, unless such role presents a risk of real or perceived bias or Conflict of Interest, in which case it shall be another officer, or legal counsel to the Corporation. 

4.1  The Committees duties shall be to  issue a recommendation to the Board of Directors regarding a solution to the complained-of conflict of interest or breach of policy of the Corporation that the Board of Directors should take action on, or;

4.2 Take appropriate action where there is sufficient consequence, as necessary, including the Removal of the Director or Officer for breach of this Article, or other governance or Board or Officer consequence, if any, and a timeline for implementation of the same for action, in conjunction with the Conflict of Interest Committee, and;

4.2.1 Where the deliberations of the Conflict of Interest Committee are with regard to a sufficient consequence, if necessary, including the Removal of the Director or Officer for breach of this Article, or other governance or Board or Officer consequence, if any, this Committee of the Board will be acting to bind the Corporation to that action, that may result in elements of the conflicted Director’s and Officer’s Report to be revealed.

Section 5. Governance Committee.  The Governance Committee shall be comprised of at least three (3) appointed members of the Board of Directors, all of whom are Independent Directors as that term is defined in the Not-for-Profit Corporation Law of New York State.  The Committee shall be responsible for conducting the annual board and Executive Director reviews by generating the review forms, circulating them to the entire board, generating a report summarizing the results to present to the Executive Committee for review, and presenting said report to the entire Board of Directors for their review, modification, and adoption; using the information gleaned from the reviews to plan the annual board retreat and professional development sessions; organizing the identification, interviewing, and nomination of prospective new directors and committee members, including identifying the skill sets needed; developing the board leadership succession plan including the cultivation and nomination of new officers; providing new director orientation; and calling periodic meetings to review the strategic plan and programming.  The Committee shall submit a report of its actions at all regularly scheduled or special meetings of the board.

Section 6.  Whistleblower Protection Committee. The Whistleblower Protection Committee shall be comprised of at least three (3) appointed members of the Board of Directors, all of whom are Independent Directors as that term is defined in the Not-for-Profit Corporation Law of New York State.  The Chair of the Whistleblower Protection Committee shall be the Vice-President, unless such role presents a risk of real or perceived bias, in which case it shall be another officer, or legal counsel to the Corporation. 

6.1  The Committees duties shall be to  issue a recommendation to the Board of Directors regarding a solution to the complained-of breach of policy of the Corporation that the Board of Directors should take action on in conjunction with the Confidential Report of the Unidentified Whistleblower the Whistleblower Protection Committee will then, or;

6.2 Take appropriate action where there is sufficient consequence, as necessary, including the Removal of the Director or Officer for breach of this Article, or other governance or Board or Officer consequence, if any, and a timeline for implementation of the same for action, in conjunction with the Confidential Report of the Unidentified Whistleblower the Whistleblower Protection Committee, and;

6.2.1  Where the deliberations of the Whistleblower Protection Committee are with regard to a sufficient consequence, if necessary, including the Removal of the Director or Officer for breach of this Article, or other governance or Board or Officer consequence, if any, this Committee of the Board will be acting to bind the Corporation to that action, that may result in elements of the Whistleblowing Director’s and Officer’s Report to be revealed, but in no matter whatsoever will the Whistleblowing Directors and Officers be identified.

Article VII.

Audit or Financial Review

The Corporation will comply with legal requirements for an annual audit or financial review of the accounts of the Corporation.

Article VIII.

Construction

If there is any conflict between the provisions of the certificate of incorporation and the by-laws, provisions of the certificate of incorporation shall govern.

Article IX.

Indemnification of Directors and Officers

Section 1.  Authorized Indemnification. Unless clearly prohibited by law or these By-Laws, this Corporation shall indemnify any person (an “Indemnified Person”), including any Director, Officer or Key Employee as that term is defined by the Not-for-Profit Corporation Law of New York State, made or threatened to be made a party in any action or proceeding. whether civil, criminal, administrative, investigative or otherwise, including any action by the Corporation, by reason of the fact that they (or theirTestator or Administrator, if then deceased), whether before or after adoption of this Article:  (a) is or was a Director,  Officer or Key Employee of the Corporation, as that term is defined by the Not-for-Profit Corporation Law of New York State, or; (b) is serving or served, in any capacity, including Committees of the Board and Committees of the Corporation, at the request of the Corporation, as a Director,  Officer or Key Employee as that term is defined by the Not-for-Profit Corporation Law of New York State of any other corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise.  The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided the Corporation shall have consented to such settlement) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or actual action or proceeding.

Section 2.  Prohibited Indemnification.  The Corporation shall not indemnify any person if a judgment, or other final adjudication, adverse to any Indemnified Person, including any Director, Officer or Key Employee as that term is defined by the Not-for-Profit Corporation Law of New York State, establishes, or the Board of Directors in good faith, or a Committee of the Board thereof, determines, that such person’s acts were committed in bad faith or were the result of willful or intentional conduct, active and deliberate dishonesty and were material to the cause of action so adjudicated or that they personally garnered any financial profit or other advantage to which they was not legally entitled.

Section 3.  Advancement of Expenses.  The Corporation shall, on request of any Indemnified Person, including any Director, Officer or Key Employee as these terms are defined by the Not-for-Profit Corporation Law of New York State, who is or may be entitled to be indemnified by the Corporation, pay or promptly reimburse an Indemnified Person’s reasonably incurred expenses in connection with a threatened or actual action or proceeding prior to its final disposition.  However, no such advancement of expenses shall be made unless the Indemnified Person, including any Director, Officer or Key Employee as these terms are defined by the Not-for-Profit Corporation Law of New York State, makes a binding, written commitment to repay the Corporation, with interest, for any amount advanced for which it is ultimately determined that they is not entitled to be indemnified under the law or these By-Laws.  An Indemnified Person, including any Director, Officer or Key Employee as these terms are defined by the Not-for-Profit Corporation Law of New York State, shall cooperate in good faith with any request by the Corporation that common legal counsel be used by the parties to such action or proceeding who are similarly situated unless it would be inappropriate to do so because of actual or potential conflicts between the interests of the parties.

Section 4.  Indemnification of Others. Unless clearly prohibited by law or these By-Laws, the Board of Directors may approve indemnification by the Corporation, as set forth in Section 1 of this Article, or advancement of expenses as set forth in Section 3 of this Article, to a person (ortheirTestator or Administrator, if then deceased) who is or was employed by the Corporation or who is or was a volunteer for the Corporation, especially Key Employees as that term is defined by the Not-for-Profit Corporation Law of New York State, and who is made, or threatened to be made, a party in any action or proceeding, by reason of the fact of such employment or volunteer activity, including actions undertaken in connection with service at the request of the Corporation in any capacity for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

Section 5.  Determination of Indemnification. Indemnification mandated by a final order of a court of competent jurisdiction will be paid.  After termination or disposition of any actual or threatened action or proceeding against an Indemnified Person, if indemnification has not been ordered by a court, the Board of Directors, or a Committee of the Board thereof, shall, upon written request by an Indemnified Person, , including any Director, Officer or Key Employee as these terms are defined by the Not-for-Profit Corporation Law of New York State, determine whether and to what extent indemnification is permitted pursuant to these By-Laws.  Before indemnification can occur, the Board of Directors, or a Committee of the Board thereof, must expressly find that such indemnification will not violate the provisions of Section 2 of this Article.  Only Independent Directors, as that term is defined by the Not-for-Profit Corporation Law of New York State, without a personal interest in the outcome, or who is a party to such actual or threatened action or proceeding concerning which indemnification is sought, shall participate in this determination.  If a quorum of such Independent Directors, as that term is defined by the Not-for-Profit Corporation Law of New York State, is not obtainable, the Board of Directors, or a Committee of the Board thereof, shall act only after receiving the opinion in writing of independent legal counsel or the Corporation’s Legal Counsel, that indemnification is proper in the circumstances under then applicable law and these By-Laws.

Section 6.  Binding Effect.  Any person entitled to indemnification under these By-Laws has a legally enforceable right to indemnification which cannot be abridged by amendment of these By-Laws with respect to any event, action or omission occurring prior to the date of such amendment.

Section 7.  Insurance.  The Corporation is required to secure adequate Directors and Officers (D&O) liability insurance.  To the extent permitted by law, such insurance shall insure the Corporation for any obligation it incurs as a result of this Article, or operation of law, and it may insure directly the Directors, Officers, Key Employees, as these terms are defined by the Not-for-Profit Corporation Law of New York State or volunteers of the Corporation for liabilities against which they are not entitled to indemnification under this Article, as well as for liabilities against which they are entitled or permitted to be indemnified by the Corporation.

Section 8.  Nonexclusivity of Rights.  The provisions of this Article shall not limit or exclude any other rights to which any person may be entitled under law or contract.  The Board of Directors, or a Committee of the Board thereof, is authorized to enter into agreements on behalf of the Corporation with any Director, Officer, Key Employee, as these terms are defined by the Not-for-Profit Corporation Law of New York State,  or volunteer to provide them rights to indemnification or advancement of expenses in connection with potential indemnification in addition to the provisions therefore in this Article, subject in all cases to the limitations of Section 2 of this Article.

ARTICLE X.

INDEMNIFICATION OF EMPLOYEES

Section 1.  Actions.  The Corporation shall indemnify any and all Key Employees, as that term is defined by the Not-for-Profit Corporation Law of New York State, and such other employees of the Corporation, as the Board of Directors, or a Committee of the Board thereof, determines against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, in connection with any claim asserted against the employee, or Key Employee as that term is defined by the Not-for-Profit Corporation Law of New York State, by court action, or otherwise, by reason of the fact that such employee, or Key Employee as that term is defined by the Not-for-Profit Corporation Law of New York State, acted in good faith for a purpose which they reasonably believed to be in the best interest of the Corporation and, in criminal actions of proceedings, in addition, had no reasonable cause to believe that their conduct was unlawful.

Section 2.  Nonexclusivity.  Section 1 of this article shall not be exclusive but shall include, by implication, any and all rights and remedies available to the Corporation and its employees, or Key Employee as that term is defined by the Not-for-Profit Corporation Law of New York State, by statute or otherwise, including but not limited to the purchase and maintenance of insurance to fund the aforementioned indemnification pursuant to the Not-for-Profit Corporation Law.

Article XI.

Fundamental Corporate Changes

Section 1.  By-Law Amendment.  These By-Laws may be amended, repealed or altered in whole, or in part, at any Annual Meeting, Regular Meeting or Special Meeting called for that purpose by a two-thirds (2/3s) majority vote of the Board of Directors provided there is a quorum for all corporate meetings at which such actions are taken.  Notice shall be given at least five (5) business days in advance of any meeting where a By-law amendment shall be considered and said notice shall include the amendment to be considered.

Section 2.  Certificate of Incorporation. 

2.1. Amendment.  An amendment, repeal or alteration, in whole or in part, of the Corporation’s Certificate of Incorporation shall be authorized, by a two-thirds (2/3) majority vote of Board of Directors at any Annual Meeting, Regular Meeting or Special Meeting called for that purpose, provided there is a quorum for all corporate meetings at which such actions are taken, and shall become effective once all statutory approvals are subsequently secured and the applicable Certificate of Amendment or Restated Certificate of Incorporation is accepted for filing by the New York State Department of State.

2.2. Governing Effect.  If there is any conflict between the provisions of the Certificate of Incorporation, as may be amended, and these By-Laws, the provisions of the Certificate of Incorporation shall govern.

Section 3.  Merger or Consolidation.  The Merger or Consolidation of this Corporation shall be authorized, by a two-thirds (2/3) majority vote of the Board of Directors at any Annual Meeting, Regular Meeting or Special Meeting called for that purpose, provided there is a quorum for all corporate meetings at which such actions are taken, and shall become effective once all statutory approvals are subsequently secured and the applicable Certificate of Merger or Consolidation is accepted for filing by the New York State Department of State.

Section 4.  Dissolution.

4.1. Procedure.  The Dissolution of this Corporation shall be authorized, by a two-thirds (2/3) majority vote of the Board of Directors at any Annual Meeting, Regular Meeting or Special Meeting called for that purpose, provided there is a quorum for all corporate meetings at which such actions are taken, and shall become effective once all statutory approvals are subsequently secured and the applicable Certificate of Dissolution is accepted for filing by the New York State Department of State.

4.2. Residual Assets.  As part of the process of obtaining a corporate Dissolution, the Corporation shall endeavor to ensure that any residual corporate assets shall be donated to another tax-exempt, not-for-profit organization with purposes similar to those of this Corporation and use its best efforts to have same authorized by all regulatory agencies and the Courts.

This Corporation may be dissolved by a two-thirds (2/3) majority vote of the Board of Directors, following review of a dissolution plan prepared by the Board.  Upon dissolution of the Corporation, any residual assets shall be donated to a not-for-profit organization with purposes substantially similar to this corporation.

Article XII.

Fiduciary Duties

Section 1.  Duty of Care.  All members of the Board of Directors shall exercise the same standard of care that a reasonable person, with similar abilities, acumen & sensibilities, would exercise under similar circumstances at all times.  Each Officer and Director of the Corporation shall endeavor to understand all, or substantially, all of the consequences of their actions and/or the omissions.

Section 2.  Duty of Loyalty.  No Officer or Director shall be permitted to engage in, or condone, any conduct that is disloyal, disruptive, damaging or competes with the Corporation.  No Officer or Director shall be permitted to take any action, or establish any interest, that compromises their ability to represent the Corporation’s best interest.  All Directors are expected to represent the interests of this Corporation at all times while serving as members of the Board of Directors.

Section 3.  Duty of Obedience.  No officer, director or employee shall be permitted to disobey a lawfully authorized decision of the Board of Directors.

Article XIII.

Statutory Compliance

Section 1.  Definitions.  Should any term, phrase or understanding relative to any topic addressed in these By-Laws and/or the policies of the Corporation be specifically defined in a document entitled, “By-Law and Corporate Policy Definitions,” a copy of which is annexed hereto, and made a part hereof as Appendix A, the stipulated definition of such term in said document shall govern for purposes of interpreting the By-Laws and/or the policies of the Corporation

Section 2.  Conflicts of Interest Protocols.  This Corporation shall adopt, and at all times honor, the terms of a written conflicts of interest policy to assure that its Directors, Officers and Key Employees act in the Corporation’s best interest and comply with applicable legal, regulatory and ethical requirements.  The conflicts of interest policy of the Corporation shall include, at a minimum, the following provisions:

2.1. Procedures.  Procedures for disclosing, addressing, and documenting Conflicts of Interest and Related Party Transactions to the Board of Directors, or authorized committee, as appropriate,

2.2. Restrictions.  Stipulations that when the Board of Directors, or authorized committee, as appropriate, is considering a real/potential conflict of interest, the interested party shall not be present at, or participate in, any deliberations; attempt to influence deliberations; and/or cast a vote on the matter.

2.3. Definitions.  Definitions of circumstances that could constitute a conflict of interest.

2.4. Documentation.  Requirements that the existence and resolution of the conflict be documented in the records of the Corporation, including in the minutes of any meeting at which the conflict was discussed or voted upon; and,

2.5. Audit-Related Disclosure. Protocols to assure for the disclosures of all real or potential conflicts of interest are properly forwarded to the Audit Committee or Conflicts of Interest Committee, as appropriate, or if there is no such Audit of Conflicts Committee, to the Board of Directors, or another Committee of the Board, as appropriate.

Section 3.  Conflicts of Interest Policy.  The Conflicts of Interest Policy of the Corporation required in order to comply with the mandates of Section 2 of this Article is annexed hereto, and made a part hereof as Appendix B. 

Section 4.  Code of Ethical Conduct & Annual Potential Conflicts Disclosure Statement.  The Potential Conflicts Disclosure Statement of the Corporation required in order to comply with the mandates of Section 2.5 of this Article is annexed hereto, and made a part hereof as Appendix C.

Section 5.  Whistleblower Protection Policy.  This Corporation shall adopt, and at all times honor the terms of a written Whistleblower Protection Policy in an effort to assure that any “Director,” “Officer, employee or volunteer” who provides substantial services to the Corporation shall be free of fear of intimidation, harassment, discrimination or other forms of retaliation on the part of the Corporation, or any of its Directors, Officers, employees or volunteers, as a consequence of the good-faith filing of a report relative to possible violations of any statute, regulation, applicable ethical standard or policy or procedure of the Corporation.  The Whistleblower Protection Policy of the Corporation required in order to comply with the mandates of Section 4 of this Article is annexed hereto, and made a part hereof as Appendix D.

Section 6.  Audit Oversight Policy.  If required by statute, regulation or contract, if deemed necessary and practicable by the Board of Directors, or if mandated by any empowered governmental agency or required by binding contract, the accounts of the Corporation shall be subject to an annual audit report or audit review report prepared by an independent Certified Public Accountant to be overseen by the Board of Directors, or a designated Audit and Finance, or other, Committee of the Board of Directors, comprised solely of Independent Directors, pursuant to the terms of the Audit Oversight Policy of the Corporation, a copy of which is annexed hereto, and made a part hereof as Appendix E.

Article XIV.

Prohibition Against Illegal Discrimination Harassment

Illegal harassment and discrimination of any kind will not be tolerated by the Corporation. 

Any individual who is subjected to verbally abusive language, threats, intimidation, or other potentially illicit conduct in the context of working for or with the Corporation is encouraged to report it immediately to two board members, so it can be addressed promptly. 

Board members are obligated upon receiving such a report (or upon directly observing such behavior) to document the report or observation in writing.

The Corporation is then obligated: 1) to ensure the Corporation takes immediate steps to reduce the risk of further potential harm while the matter is being investigated; 2) to promptly investigate the issue without bias and with as much confidentiality as possible; 3)  to make a determination as to if any conduct in violation of law or policy occurred; and 4) if a violation occurred, to counteract any negative impacts and eliminate the any likelihood that such a violation could happen again. 

This general policy will be reflected in the personnel procedures and program procedures promulgated by the corporation to cover its employees as appropriate. However, nothing in this Article will bind the employees of the Corporation, who will instead be covered by the procedures contained in their personnel policies and program procedures.

Article XV.

Financial Policies

Section 1.  Contracts. The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or may be confined to specific instances.

Section 2.  Checks, Drafts, Money Orders.

A.  All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall from time to time be determined by resolution of the board of directors.

B.  In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice-president of the corporation.

C.  Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, savings and loan associations, or other depositaries as the board of directors may select (See the front matter for the name of the initial bank chosen).

D. Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for any purpose of the corporation.

Section 3.  Fiscal Year.  The fiscal year of the corporation shall be the calendar year.

ARTICLE XVI.

Executive Compensation

Section 1.  Review and Analysis. At least annually the entire Board of Directors, and or its Executive Committee shall engage in a compensation analysis of theExecutive Director and any other Key Employee as that term is defined by the Not-for-Profit Corporation Law of New York State to run concurrently with that individual’s annual performance evaluation. This compensation analysis shall examine the following criteria to determine, on an annual basis, the reasonableness of Executive Compensation as it applies to this organization:

●               The reasonableness of such compensation based on the services to be provided to organization;

●               That there is no relationship between the Corporation’s President or any other Board members or officers of organization andExecutive Director other than once of employment and none of them are related as that term is defined within;

●               That the Executive Director or Key Employee has met or exceeded the expectations of their job and brought value to the corporation, and has also provided significant contributions to the growth and development;

●               That no Board Director is related to, or employed by theExecutive Director or any entity in which theExecutive Director has at least a 35 percent voting/controlling interest; and

●               That no Board Director has a material financial interest affected by reviewing the employee’s compensation.

Section 2.  Total Compensation Determination.   In a meeting where the Executive Compensation deliberation is being made without theExecutive Director being present, the entire Board of Directors or the Executive Committee will have described to it, in some form acceptable to the entire Board of Directors or the Executive Committee, the total compensation of theExecutive Director plus any changes that have been made throughout the year.  The entire Board of Directors or the Executive Committee will after due deliberation and discussion regarding the total compensation make a determination regarding whether the Executive Compensation is reasonable and whether sufficient, comparative information existed from like or similar entities to conclude that the total compensation of theExecutive Director or Key Employee is reasonable.  The Resolution regarding Compensation is attached hereto and made a part hereof in Appendix F.

ARTICLE XVII.

Rules of Order

In all matters of parliamentary procedure not covered or contradicted by these by-laws, the Laws of the State of New York, in particular the Not-for-Profit Corporation Law, the rules and regulations of the State of New York as codified in the New York Code of Rules and Regulations (NYCRR), the Internal Revenue Service Code, and the Income Tax Regulations promulgated there under, and by the contracts entered into by the Corporation with government, foundation or other funding sources, Roberts Rules of Order, newly revised, shall be used as a guideline in answering all questions of proper parliamentary procedure

Date of Adoption by the Board of Directors                                    

APPENDIX A

By-Law & Corporate Policy Definitions

1.              Charitable Corporation. Any Not-for-Profit Corporation formed, or deemed to be formed, for charitable purposes, including those formerly considered by the Not-for-Profit Corporation Law to be Type “B” or “C” Corporations, as well as former Type “D” with Charitable purposes.

2.              Non-Charitable. Any Not-for-Profit Corporation formed, or deemed to be formed, for other than the purposes of a Charitable Corporation, including, but not limited to one formed for any one, or more of the following  non-pecuniary purposes:  civic, patriotic, political, social, fraternal, athletic, agricultural, horticultural, or animal husbandry, or for the purpose of operating a professional, commercial, industrial, trade or service association, including those formerly considered by the Not-for-Profit Corporation Law to be Type “A” Corporations, as well as former Type “D” with Non-Charitable purposes.

3.              Related Party. A “Related Party” means (i) any Director, Officer or Key Employee of the Corporation, or any Affiliate; (ii) any Relative of any Director, Officer or Key Employee of the Corporation, or any Affiliate; or (iii) any entity in which any individual described in clauses (i) and (ii) herein has a  thirty-five percent (35%) or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of five percent (5%).

4.              Affiliate. An “Affiliate” of the Corporation means any entity controlled by, in control of, or under common control with, the Corporation.

5.              Director. A “Director” means any member of the governing board of the Corporation, whether designated as director, trustee, manager, governor, or by any other title.

6.              Officer.  An “Officer” means any director, trustee, manager, governor, or by any other title, any individual holding an office of the Corporation identified in the Certificate of Incorporation and/or By-Laws.

7.              Key Employee. A “Key Employee” means any person who is in a position to exercise substantial influence over the affairs of the Corporation.

8.              Relative. A “Relative” of an individual meanstheir spouse, domestic partner, ancestors, brothers and sisters (whether whole or half-blood), children (whether natural or adopted), grandchildren, great-grandchildren, and spouses or domestic partners of brothers, sisters, children, grandchildren and/or great-grandchildren.

9.              Related Party Transaction. A “Related Party Transaction” means any transaction, agreement or any other arrangement in which a Related Party has a financial interest and in which the Corporation, or any Affiliate, is a participant.  The assessment of, and any determination concerning, any Related Party Transaction, must be considered in strict compliance with the adopted policies and procedures of the Corporation. 

10.  Entire Board. The “Entire Board” means the total number of Directors entitled to vote which the Corporation would have if there were no vacancies.  As the By-Laws provide that the Board may consist of a range between a minimum and maximum number of Directors, the “Entire Board” shall consist of the number of Directors within such range that were elected as of the most recently held election of Directors.

11.  Independent Director.  An “Independent Director” means a Director who:

                    i.                is not, and has not been within the last three (3) years, an employee of the Corporation or an Affiliate of the Corporation and does not have a Relative who is, or has been within the last three (3) years, a Key Employee (as defined by these By-Laws) of the Corporation or an Affiliate;

                    ii.              has not received, and does not have a Relative who has received, in any of the last three (3) fiscal years, more than ten thousand dollars ($10,000) in direct compensation from the Corporation or an Affiliate (other than reimbursement for expenses reasonably incurred as a Director or reasonable compensation for service as a Director if permitted by statute and regulation; and,

                    iii.            is not a current employee of or does not have a substantial financial interest in, and does not have a Relative who is a current Officer of or has a substantial financial interest in, any entity that has made “payments” to, or received “payments” from, the Corporation or an Affiliate of the Corporation for property or services in an amount which, in any of the last three (3) fiscal years, exceeds the lesser of twenty-five thousand dollars ($25,000) or two percent (2%) of such entity’s consolidated gross revenue.  For purposes of this definition the term “payments” does not include charitable contributions.

12.  Independent Auditor. An “Independent Auditor” means any Certified Public Accountant performing the audit of the financial statements of the Corporation who is not, nor is any member of their firm, an Officer, Director, employee or volunteer of the Corporation or has a Relative who is such an individual.

APPENDIX B

Conflict of Interest Policy

Article I

Statement of Policy

            Buffalo Hive (the “Corporation”) has adopted the Conflict of Interest Policy set forth herein (the “Policy”) to deal with conflicts of interest and related party transactions.  The Corporation will not enter into any related party transaction unless the transaction is determined by the Corporation’s Board of Directors (the “Board”) to be fair and reasonable and in the best interest of the Corporation at the time of such transaction.  Such determination will be made in accordance with the procedures set forth below.  This Policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to charitable organizations.

Examples of typical Conflicts of Interest that might need to be addressed are:

INSERT

Article II

Definitions

            As used in this Policy, the term

            1.         “Related party transaction” means any transaction, agreement or other arrangement in which a related party has a financial interest and in which the Corporation or any affiliate of the Corporation is a participant.

            2.         “Related party” means (a) any director, officer or key employee of the Corporation, (b) any relative of any director, officer or key employee of the Corporation, or (c) any entity in which any individual described in the preceding clauses (a) and (b) has a thirty-five percent or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of five percent.

            3.         “Key Employee” means any person who is in a position to exercise substantial influence over the affairs of the Corporation.

            4.         “Relative” of an individual means such individual’s spouse or domestic partner (as defined in Section 2994 of the Public Health Law), ancestors, brothers and sisters (whether of the whole or half blood), children (whether natural or adopted), grandchildren, great-grandchildren, and the spouses of their brothers, sisters, children, grandchildren and great-grandchildren.

            5.         “Affiliate” means any entity controlled by, in control of, or under common control with the Corporation.

Article III

Duty to Disclose

            Any director, officer or key employee of the Corporation who has knowledge of a transaction involving the Corporation or an affiliate of the Corporation which is a related party transaction, or knowledge of a contemplated transaction involving the Corporation or an affiliate of the Corporation which, if entered into, would constitute a related party transaction, shall disclose the material facts concerning such transaction or contemplated transaction to the Finance Committee of the Board, or shall make the disclosure at a meeting of the board, ensuring it is duly recorded in the minutes, and shall not participate in voting or discussion of that item.

Article IV

Procedures for Addressing the Related Party Transaction

            Upon learning of a contemplated transaction which, if entered into, would constitute a related party transaction, the Corporation shall proceed as follows:

            1.         The Finance Committee shall determine whether a related party has a substantial financial interest in the contemplated transaction.  If the Committee determines that no related party has a substantial financial interest in the contemplated transaction, the Committee shall advise the Board of its findings and the basis for such findings.  Upon receipt of the report of the Finance Committee and completion of such further due diligence as the Board may find necessary, the Board may authorize the Corporation to enter into the contemplated transaction provided the Board determines the transaction is fair and reasonable and in the best interest of the Corporation.

            2.         If the Finance Committee determines that a related party has a substantial financial interest in the contemplated transaction, the Committee shall determine whether or not the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that is not a related party and shall advise the Board of its findings and the basis for such findings.  Upon receipt of the report of the Finance Committee and completion of such further due diligence as the Board may find necessary, if the Board determines that a more advantageous transaction or arrangement is not reasonably possible, the Board may authorize the Corporation to enter into the contemplated transaction provided the Board determines the transaction is fair and reasonable and in the best interest of the Corporation.

            3.         Any action permitted or required under this Article IV may be taken by the affirmative vote of a majority of the directors present at the meeting of the Finance Committee or the Board at which such vote is taken provided there is a quorum present at such meeting.

            4.         A person who is a related party in a particular related party transaction under consideration by the Finance Committee or the Board may not (a) participate in the deliberations or voting of the Committee or the Board with respect to such transaction or (b) attempt to influence improperly the deliberations or voting on the matter.  However, the Finance Committee or the Board may request that a related party provide information concerning such transaction at a meeting of the Committee or the Board prior to the commencement of deliberation or voting.

Article V

Records of Proceedings

            The minutes of the Finance Committee or the Board, as appropriate, shall contain:

            1.         The names of the persons who disclosed or otherwise were found to have a financial interest in connection with a related party transaction, the nature and extent of the financial interest, any investigation done by the Finance Committee or the Board, as the case may be, with respect to the nature and extent of such financial interest, any examination of alternatives to the contemplated transaction, and the recommendations or decisions of the Committee or the Board with respect to such matters.

            2.         The names of the persons who were present for discussions and votes relating to the transaction, the content of the discussion with respect thereto, and a record of any votes taken in connection with the proceedings.

Article VI

Violations of the Policy

        1.         If the Board has reasonable cause to believe a director, officer or key employee has failed to disclose an interest in a related party transaction as required by this Policy, it shall inform such person of the basis for such belief and afford him or her an opportunity to explain the alleged failure to disclose.  If, after hearing such person’s response and after making further investigation as warranted by the circumstances, the Board determines such person has failed to make proper disclosure, it shall take appropriate disciplinary and corrective action, which may include, in the case of a director or officer, removal from office, or, in the case of a key employee, discharge from employment.

        2.         In the event a director, officer or key employee of the Corporation shall fail to sign and submit the annual statement required under Article VII of this Policy in a timely manner, the Board shall take such disciplinary action as it may deem appropriate, including, in the case of a director or officer, removal from office, or, in the case of a key employee, discharge from employment.

Article VII

Annual Statements

            Each director, officer and key employee of the Corporation shall, at the annual meeting, sign and submit to the Secretary of the Corporation a written statement which:

            1.         Affirms (a) such person has received a copy of the Policy, (b) has read and understands the Policy, (c) agrees to comply with the policy, and (d) understands the Corporation is charitable and, in order to maintain its federal tax exemption, must operate for the benefit of public rather than private interests.

            2.         Identifies to the best of such person’s knowledge (a) any entity of which such person is a director, officer, trustee, member, owner (whether sole proprietor or partner) or employee and with which the Corporation or any affiliate of the Corporation has a relationship, and (b) any transaction in which the Corporation is a participant and in which such person has a conflicting interest.

The form shall be appended to this document as “Appendix A.”

Article VIII

New Directors

            Prior to their initial appointment as a director, each director shall sign and submit to the Secretary of the Corporation a written statement which satisfies the requirements of Article VII above.

Article IX

Periodic Reviews

            To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted.  The periodic reviews shall, at a minimum, include the following subjects:

            1.         Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.

            2.         Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Article X

Use of Outside Experts

            When conducting the periodic reviews as provided for in Article IX, the Corporation may, but need not, use outside experts. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.

—Annual Potential Conflicts Disclosure Statement—

As a Director or Officer or Key Employee of the Corporation, prior to being seated on the Board of Directors or commencing employment with the Corporation, as appropriate, and annually thereafter, you are required to truthfully, completely and accurately disclose all information requested herein and to promptly update all such information as circumstances may change from time-to-time.  With regard to this Conflicts Disclosure Statement, be advised, all material terms identified by quotation marks are defined by Appendix “A” of the By-Laws of the Corporation, which is entitled “By-Law & Corporate Policy Definitions.”

please mark ‘Yes’ or ‘No’ where indicated & provide additional information when requested

Financial Information Return Disclosure.

Responses to the following questions are required in order to complete financial information returns annually submitted to the Internal Revenue Service and the Office of the Attorney General. 

1.              Have you served as an officer, director, trustee, key employee, partner or member of, or hold a thirty-five percent (35%) or greater ownership or beneficial interest, or in the case of a partnership or professional corporation a direct or indirect ownership interest in excess of five percent (5%), in, an entity, which during the most recently completed, or current, fiscal year, had, or are reasonably anticipated to have, a direct, or indirect, business relationship, with the Corporation?

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

________________________________________________________________________

________________________________________________________________________

2.              Have you, individually, or through an entity where you hold a thirty-five percent (35%) or greater ownership or beneficial interest, or in the case of a partnership or professional corporation a direct or indirect ownership interest in excess of five percent (5%), during the most recently completed, or current, fiscal year, had, or are reasonably anticipated to have, a direct, or indirect, business relationship, with any individual who is a current or former “Officer,” “Director” or “Key Employee” of the Corporation? 

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

________________________________________________________________________

________________________________________________________________________

3. Do you have a “Relative” who, during the most recently completed, or current, fiscal year, had, or is reasonably anticipated to have, a direct, or indirect, business relationship with the Corporation?

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

________________________________________________________________________

________________________________________________________________________

4.              Have you, or did you have a “Relative” who, during the most recently completed, or current, fiscal year, had, or is reasonably anticipated to have, any transaction with the Corporation that might reasonably be considered a real or potential conflict of interest pursuant to the Corporation’s Board of Directors Conflicts of Interest Policy, which has not been otherwise disclosed herein? 

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

________________________________________________________________________

________________________________________________________________________

5.              Have you been provided with, properly reviewed and reasonably understand the terms of the Corporation’s current written Board of Directors Conflicts of Interest Policy?

_______          _______

No                   Yes                  If No, briefly describe below & attach a detailed explanation

________________________________________________________________________

________________________________________________________________________

Independent Director Assessment Disclosure. 

In order to qualify as an “Independent Director,” as defined by the New York Not-for-Profit Corporation Law, an Officer or Director must respond in the affirmative to each of the following questions, although failure to respond in the affirmative to all questions shall not necessarily preclude such an Officer or Director from serving on the Board of Directors.

1. Are you currently, or have you been within the last three (3) fiscal years, an employee of the Corporation, or an “Affiliate” of the Corporation?

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

________________________________________________________________________

________________________________________________________________________

2. Do you have a “Relative” who is, or has been within the last three (3) years, a “Key Employee” of the Corporation or an Affiliate of the Corporation?

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

________________________________________________________________________

________________________________________________________________________

3. Have you received, within the last three (3) fiscal years, more than ten thousand dollars ($10,000) in direct compensation from the Corporation, or an “Affiliate” of the Corporation, other than reimbursement for out-of-pocket expenses?

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

________________________________________________________________________

________________________________________________________________________

4. Do you have a “Relative” who has received, within the last three (3) fiscal years, more than ten thousand dollars ($10,000) in direct compensation from the Corporation, or an “Affiliate” of the Corporation, other than reimbursement for out-of-pocket expenses?

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

________________________________________________________________________

________________________________________________________________________

5. Are you a current officer or employee of, or do you have a substantial financial interest in, any entity that has made “payments” to, or received “payments” from, the Corporation or an “Affiliate” of the Corporation, for property or services in an amount which, within the last three (3) fiscal years, exceeds the lesser of twenty-five thousand dollars ($25,000) or two percent (2%) of such entity’s consolidated gross revenue.  For purposes of this question, the definition the term “payments” does not include charitable contributions.

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

________________________________________________________________________

________________________________________________________________________

6. Do you have a Relative who is a current officer or employee of, or has a substantial financial interest in, any entity that has made “payments” to, or received “payments” from, the Corporation or an “Affiliate,” for property or services in an amount which, within the last three (3) fiscal years, exceeds the lesser of twenty-five thousand dollars ($25,000) or two percent (2%) of such entity’s consolidated gross revenue.  For purposes of this question, the definition the term “payments” does not include charitable contributions.

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

________________________________________________________________________

________________________________________________________________________

—Certification—

I, the undersigned, certify that I have read and understand this Code of Ethical Conduct & Annual Conflicts Disclosure Statement.  I agree that my actions will comply with the disclosures found in this document.  I further affirm that neither I, as a Related Party nor any Relative have, or had, an interest, or has taken any action, that contravenes, or is likely to contravene, the Conflicts of Interests Policy of the Corporation or, otherwise impedes my ability to act as a fiduciary and in the best interests of the Corporation, except those that may have been disclosed herein. 

___________________________________                                                  _____________________

Director Signature                                                                              Date                                      

APPENDIX C

Code of Ethics

A.   Introduction

B.    Statement of Values

            C. The Code of Ethics

                        1. Personal and Professional Integrity

                        2. Mission

                        3. Governance

                        4. Legal Compliance

                        5. Responsible Stewardship

                        6. Openness and Disclosure

                        7. Program Evaluation

                        8. Inclusiveness and Diversity

                        9. Fundraising

D. Conclusion

A. Introduction:

As a matter of fundamental principle, the nonprofit community should adhere to the highest ethical standards because it is the right thing to do. As a matter of pragmatic self-interest, the community should do so because public trust in our performance is the bedrock of our legitimacy. Donors and volunteers support charitable organizations because they trust them to carry out their missions, to be good stewards of their resources, and to uphold rigorous standards of conduct.

Buffalo Hive must earn this trust every day and in every possible way. But organizations are, at base, people, and it is up to the people of the nonprofit sector – board members, executive leaders, staff and volunteers – to demonstrate their ongoing commitment to the core values of integrity, honesty, fairness, openness, respect, and responsibility.

The nonprofit sector comprises a diverse array of organizations large and small, those that make grants and those that raise funds from the public, those that operate at the community and state level. That diversity is one of the abiding strengths of the nonprofit sector. Each organization in the nonprofit sector should have a formally adopted code of ethics with which all of their trustees, staff and volunteers are familiar and to which they adhere. This Code of Ethics is such a document.

Adherence to the law is the minimum standard of expected behavior. Nonprofit organizations must do more, however, than simply obey the law. We must embrace the highest standards of integrity. Transparency, openness and responsiveness to public concerns must be integral to our behavior.

B. Statement of Values:

Any code of ethics is built on a foundation of shared values. Buffalo Hive values:

●               The role of nonprofits in society (including relevance and outcomes);

●               Innovation and excellence (including partnerships, collaboration, and commitment);

●               Diversity and inclusiveness; and

●               Accountability and transparency (including openness, honesty, trust and integrity).

These values lead directly to the Code of Ethics that follows. The values inform and guide the actions that Buffalo Hive should take in developing our policies and informing their practices.

C. The Code of Ethics:

                        1. Personal and Professional Integrity:

Buffalo Hive staff, board directors, and volunteers shall act with honesty, integrity and openness in all their dealings as representatives of the organization. Buffalo Hive promotes a working environment that values respect, fairness and integrity.

                        2. Mission:

Buffalo Hive shall have a clearly stated mission and purpose, approved by the Board of Directors, in pursuit of the public good. Buffalo Hive mission is to connect Louisiana performers to the Greater Buffalo community through live performances and community engagement.

All Buffalo Hive programs shall support that mission and all who work for or on behalf of the organization will understand and be loyal to that mission and purpose. The mission shall be responsive to the constituencies and communities served by Buffalo Hive and of value to the society at large.

                        3. Governance:

Buffalo Hive shall have an active governing body, the Board of Directors, which is responsible for setting the mission and strategic direction of the organization and oversight of the finances, operations, and policies of the organization. The Board of Directors:

●               Ensures that its board members have the requisite skills and experience to carry out their duties and that all members understand and fulfill their governance duties acting for the benefit of Buffalo Hive and its public purpose;

●               Has a conflict of interest policy that ensures that any conflicts of interest or the appearance thereof are avoided or appropriately managed through disclosure, recusal or other means;

●               Is responsible for the hiring, firing, and regular review of the performance of theExecutive Director of Buffalo Hive, and ensures that the compensation of theExecutive Director of Buffalo Hive is reasonable and appropriate;

●               Ensures that theExecutive Director and appropriate staff provide the governing body with timely and comprehensive information so that the governing body can effectively carry out its duties;

●               Ensures that the organization conducts all transactions and dealings with integrity and honesty;

●               Ensures that the organization promotes working relationships with board members, staff, volunteers, and program beneficiaries that are based on mutual respect, fairness and openness;

●               Ensures that the organization is fair and inclusive in its hiring and promotion policies and practices for all board, staff and volunteer positions;

●               Ensures that policies of the organization are in writing, clearly articulated and officially adopted;

●               Ensures that the resources of the organization are responsibly and prudently managed; and

●               Ensures that the organization has the capacity to carry out its programs effectively.

                        4. Legal Compliance:

Buffalo Hive will be vigilant in compliance with laws, regulations and applicable conventions that govern and regulate the organization.

                        5. Responsible Stewardship:

Buffalo Hive shall manage its’ funds responsibly and prudently. This should include the following considerations:

●               Buffalo Hive spends a reasonable percentage of its annual budget on programs in pursuance of its mission;

●               Buffalo Hive spends an adequate amount on administrative expenses to ensure effective accounting systems, internal controls, competent staff, and other expenditures critical to professional management;

●               Buffalo Hive compensates staff, and any others who may receive compensation, reasonably and appropriately;

●               Buffalo Hive has reasonable fundraising costs, recognizing the variety of factors that affect fundraising costs;

●               Buffalo Hive maintains an appropriate level of funds to maintain our mission and purpose and not accumulate excessive reserve funds;

●               Buffalo Hive ensures that all spending practices and policies are fair, reasonable and appropriate to fulfill the mission of the organization; and

●               All financial reports are factually accurate and complete in all material respects.

                        6. Openness and Disclosure:

Buffalo Hive shall provide comprehensive and timely information to the public, the media, and all stakeholders and is responsive in a timely manner to reasonable requests for information. All information about Buffalo Hive will fully and honestly reflect the policies and practices of the organization. Basic informational data about the organization, such as the Form 990, reviews and compilations, and audited financial statements will be posted on Buffalo Hive website or otherwise available to the public. All solicitation materials accurately represent the organization’s policies and practices and will reflect the dignity of program beneficiaries. All financial, organizational, and program reports will be complete and accurate in all material respects.

                        7. Program Evaluation:

Buffalo Hive will regularly review program effectiveness and have mechanisms to incorporate lessons learned into future programs. Buffalo Hive is committed to capacity building, collaboration, and advocacy efforts for the region’s cultural sector, improving program and organizational effectiveness and developing mechanisms to promote learning from its activities and the field. Buffalo Hive will be responsive to changes in its field of activity and the needs of its constituencies.

                        8. Inclusiveness and Diversity:

Buffalo Hive shall have a policy of promoting inclusiveness and its staff, board and volunteers reflect diversity in order to enrich its programmatic effectiveness. Buffalo Hive shall take meaningful steps to promote inclusiveness in its hiring, retention, promotion, board recruitment and constituencies served.

                        9. Fundraising:

Buffalo Hive shall raise funds from the public and from donor institutions and be truthful in solicitation materials. Buffalo Hive will respect the privacy concerns of individual donors and expends funds consistent with donor intent. Buffalo Hive shall disclose important and relevant information to potential donors.

In raising funds, Buffalo Hive will respect the rights of donors, as follows:

●               To be informed of Buffalo Hive mission, the way the resources will be used and their capacity to use donations effectively for their intended purposes;

●               To be informed of the identity of those serving on Buffalo Hive governing board and to expect the board to exercise prudent judgment in its stewardship responsibilities;

●               To have access to the most recent Buffalo Hive financial reports;

●               To be assured their gifts will be used for the purposes for which they were given;

●               To receive appropriate acknowledgement and recognition;

●               To be assured that information about their donations is handled with respect and with confidentiality to the extent provided by the law;

●               To expect that all relationships with individuals representing organizations of interest to the donor will be professional in nature;

●               To be informed whether those seeking donations are volunteers, Buffalo Hive employees or hired solicitors;

●               To have the opportunity for their names to be deleted from mailing lists that Buffalo Hive may intend to share; and

●               To feel free to ask questions when making a donation and to receive prompt, truthful and forthright answers.

D. Conclusion

While the Board of Directors of Buffalo Hive has given its approval to this document, it will continue to be reviewed and revised as necessary.

A code of ethics is, by necessity, general in outlining broad ethical principles. It is not a detailed set of recommended practices on a specific issue. In many cases, those more specific recommended practices are provided by existing standards by national, regional, and subsector-specific groups. This code of ethics statement is intended as a model that organizations can draw from in reviewing or adopting a code of ethics.

APPENDIX D

Whistleblower Protection Policy

1. Introduction

Buffalo Hive (the “Corporation”) requires its directors, officers, employees, and volunteers who provide a substantial service to the organization, [as well as all persons who provide the Corporation with contracted services] (each, a “Protected Person”), to observe high standards of business and personal ethics in the performance of their duties on the Corporation’s behalf. As employees and representatives of the Corporation, Protected Persons are expected to practice honesty and integrity in fulfilling their responsibilities and are required to comply with all applicable laws and regulations.

The objectives of this Whistleblower Policy are to encourage and enable Protected Persons, without fear of retaliation, to raise concerns regarding suspected unethical and/or illegal conduct or practices on a confidential and, if desired, anonymous basis so that the Corporation can address and correct inappropriate conduct and actions.

This policy is not intended as a vehicle for reporting violations of the Corporation’s applicable human resources policies, problems with co-workers or managers, or for reporting issues related to alleged employment discrimination or sexual or any other form of unlawful harassment, all of which should be dealt with in accordance with the Corporation’s Personnel Policies and Procedures, as it is those Policies and Procedures that are applicable to such matters, or to state or federal agencies as appropriate.

2. Reporting Responsibility

It is the responsibility of all Protected Persons to report in good faith any concerns they may have regarding actual or suspected activities which may be illegal or in violation of the Corporation’s policies with respect to, without limitation, fraud, theft, embezzlement, accounting or auditing irregularities, bribery, kickbacks, and misuse of the Corporation’s assets, as well as any violations or suspected violations of high business and personal ethical standards, as such standards relate to the Corporation (each, a “Concern”), in accordance with this Whistleblower Policy.

3. No Retaliation

No Protected Person who in good faith reports a Concern shall suffer intimidation, harassment, retaliation, discrimination, or adverse employment consequence because of such report. Any employee of the Corporation who retaliates against someone who has reported a Concern in good faith is subject to discipline up to and including termination of employment. Notwithstanding anything contained herein to the contrary, this Whistleblower Policy is not an employment contract and does not modify the employment relationship between the Corporation and its employees, nor does it change the fact that employees of the Corporation are employees at will. Nothing contained herein is intended to provide any Protected Person with any additional rights or causes of action, other than those provided by law.

4. Reporting Concerns

Any Concerns should be reported as soon as shall be practicable to the chair of the Corporation’s Whistleblower Protection Committee (the “Compliance Officer”). Any questions with regard to the scope, interpretation, or operation of this Whistleblower Policy should also be directed to the Compliance Officer.

5. Compliance Officer

The Compliance Officer is responsible for investigating and resolving all reported Concerns and shall advise the Whistleblower Protection Committee [and, if the Compliance Officer deems it appropriate, the Executive Director,] of all reported Concerns. The Compliance Officer shall report to the full Board of Directors at each regularly scheduled board meeting on compliance activity. 

6. Accounting and Auditing Matters

The Finance Committee of the Board of Directors shall address all reported Concerns regarding corporate accounting practices, internal controls or auditing (“Accounting Concerns”). The Compliance Officer shall immediately notify the Finance Committee of any Accounting Concern and shall work with the committee until its resolution. Promptly upon receipt, the Finance Committee shall evaluate whether a Concern constitutes an Accounting Concern and, if so, shall promptly determine what professional assistance, if any, it needs in order to conduct an investigation. The Finance Committee will be free in its sole discretion to engage outside auditors, counsel, or other experts to assist in the investigation and in the analysis of results.

7. Investigations

The Compliance Officer may delegate the responsibility to investigate a reported Concern, whether an Accounting Concern or otherwise, to one or more employees of the Corporation or to any other individual, including persons not employed by the Corporation, selected by the Compliance Officer; provided that the Compliance Officer may not delegate such responsibility to an employee or other individual who is the subject of the reported Concern or in a manner that would compromise either the identity of an employee who reported the Concern anonymously or the confidentiality of the complaint or resulting investigation. Notwithstanding anything herein to the contrary, the scope, manner and parameters of any investigation of a reported Concern shall be determined by the Whistleblower Protection Committee in its sole discretion and the Corporation and its employees shall cooperate as necessary in connection with any such investigation.

8. Acting in Good Faith

Anyone reporting a Concern must act in good faith and have reasonable grounds for believing that the information disclosed may indicate a violation of law and/or ethical standards. Any allegations that prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

9. Confidentiality

The Corporation takes seriously its responsibility to enforce this Whistleblower Policy and therefore encourages any person reporting a Concern to identify him or herself so as to facilitate any resulting investigation. Notwithstanding the foregoing, in reporting a Concern, a Protected Person may request that such report be treated in a confidential manner (including that the Corporation take reasonable steps to ensure that the identity of the reporting person remains anonymous). Concerns may also be reported on an anonymous basis. Reports of Concerns will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

10. Handling of Reported Concerns

The Compliance Officer will acknowledge receipt of each reported Concern within five business days, but only to the extent the reporting person’s identity is disclosed or a return address is provided. All reports will be promptly investigated; the scope of any such investigation being within the sole discretion of the Whistleblower Protection Committee, and appropriate corrective action will be taken if warranted by the investigation.

The person who is the subject of the of the complaint may not be present or participate in Board and/or Whistleblower Protection Committee deliberations or vote on the matter relating to such complaint (except to present information as background or answer questions prior to the commencement of deliberations of voting relating thereto). 

Board members who are employees of the Corporation may not participate in any Board or Whistleblower Protection Committee deliberations or voting relating to administration of the Whistleblower Policy.

11. Records

The Whistleblower Protection Committee will retain on a strictly confidential basis for a period of seven years (or otherwise as required under the Corporation’s record retention policies in effect from time to time) all records relating to any reported Concern and to the investigation and resolution thereof. All such records are confidential to the Corporation and such records will be considered privileged and confidential. 

12. Distribution

A copy of the policy shall be distributed to all Directors, Officers, employees and volunteers who provide substantial services to the Corporation.

APPENDIX E

Audit Oversight Policy

1.              Auditing.

If required by statute, regulation or contract, if deemed necessary and practicable by the Board of Directors, or if mandated by any empowered governmental agency or required by binding contract, the accounts of the Corporation shall be subject to an annual audit report or audit review report prepared by an independent Certified Public Accountant, an “Independent Auditor” (as defined by these By-Laws).  Once retained, neither the Independent Auditor, nor or a partner, associate or employee of the Independent Auditor’s firm or practice; or, a “Relative” (as defined in these By-Laws), or a partner, associate or employee of a Relative’s firm or practice, shall perform any assistance to the Corporation other than that directly related to auditing functions.

2. Required Duties. 

Should statute, regulation or contract require the Corporation to file an audit report or audit review report prepared by an independent Certified Public Accountant, an “Independent Auditor” (as defined by these By-Laws), the Board of Directors, or a designated Audit and Finance, or other, Committee of the Board of Directors, comprised solely of “Independent Directors” (as defined by these By-Laws), shall perform the following duties:

                    i.                oversee the accounting and financial reporting processes of the Corporation and the audit of the Corporation’s financial statements;

                    ii.              annually retain or renew the retention of an Independent Auditor to conduct the audit and, upon completion thereof, review the results of the audit and any related management letter with the Independent Auditor; and,

                    iii.            oversee the adoption, implementation of, and compliance with the Corporation’s Conflicts of Interest Policy and any required Whistleblower Policy adopted by the Corporation if such functions are not otherwise performed by another Committee of the Board comprised solely of Independent Directors.

3. Additional Revenue-Imposed Duties.

Should the Corporation be required to file an audit report or audit review report prepared by an Independent Auditor and in the prior fiscal year had, or in the current fiscal year reasonably expects to have, annual revenue in excess of one million dollars ($1,000,000), by state statute, the Board, or a designated Audit and Finance Committee, or another Committee of the Board, comprised solely of Independent Directors, shall also be required to perform the following duties:

                    i.                review with the Independent Auditor the scope and planning of the audit prior to the audit’s commencement;

                    ii.              upon completion of the audit, review and discuss with the Independent Auditor:

a)              any material risks and weaknesses in internal  controls identified by the Independent Auditor;

b)             any restrictions on the scope of the Independent Auditor’s activities or access to requested information;

c)              any significant disagreements between the Independent Auditor and management of the Corporation; and,

d)             the adequacy of the Corporation’s accounting and financial reporting processes;

                    iii.            annually consider the performance and independence of the Independent Auditor; and,

                    iv.             if the duties required by this Section are performed by an Audit and Finance Committee, or another Committee of the Board, report on the Committee’s activities to the Board.

4. Affiliate Corporations. 

Should the Corporation control other “Affiliate” (as defined by these By-Laws) subsidiary corporations, the Board of Directors of this Corporation, or a designated Audit Committee comprised solely of this Corporation’s Independent Directors, may pursuant to state statute and these By-Laws perform all audit oversight duties stipulated in this Article for any such affiliate or subsidiary corporations.

5. Restrictions.

Only Independent Directors may participate in voting relating to matters set forth in this Article.

APPENDIX F

Resolution Regarding The Reasonableness Of The Total Compensation Paid To The Executive Director Made Contemporaneously With The Executive Director’s Annual Performance Evaluation By This Board Of Directors Of Corporation, Inc.

Upon motion duly made, seconded and carried, the following resolution was adopted by the affirmative vote of a majority of the Board of Directors of Buffalo Hive present at the time of the vote, a quorum being presented at such time:

WHEREAS, Buffalo Hive has called this meeting for the purpose reviewing the total compensation of the Executive Director with respect to the reasonableness of such compensation based on the services to be provided to organization, and;.

WHEREAS, there is no relationship between Buffalo Hive’s President or any other Board members or officers of organization and Executive Director other than one of employment-at-will, and; 

WHEREAS, the Board of Directors of Buffalo Hive has no potential conflict of interest with regard to any of the Directors or Officers present at this meeting, and;

WHEREAS, the Executive Director, who has been Executive Director at Buffalo Hive for a period of XX years, and has exceeded our expectations and brought value to the corporation, and has also provided significant contributions to the growth and development of Buffalo Hive has unique qualifications, experiences and competencies, as well as performs responsibilities outside theExecutive Director defined responsibilities of her position and receives [Total Compensation, including salary, benefits, any additional economic benefit and perks, if any], and;

WHEREAS, no Board member present at the meeting is related to, or employed by theExecutive Director or any entity in which the Executive Director has at least a 35% voting/controlling interest, and;

WHEREAS, no Board member has a material financial interest affected by reviewing the employee’s compensation, and;

WHEREAS, theExecutive Director is not present during the Board’s discussion of the proposed compensation or is otherwise participating in the review.

NOW, the Board of Directors of Buffalo Hive hereby determines that said compensation is reasonable given the scope of Buffalo Hive’s mission and program delivery.

Dated: Buffalo, New York          ^th Day of            , 20xx.

____________________________________________________

Secretary

---

—Annual Potential Conflicts Disclosure Statement—

As a Director or Officer or Key Employee of the Corporation, prior to being seated on the Board of Directors or commencing employment with the Corporation, as appropriate, and annually thereafter, you are required to truthfully, completely and accurately disclose all information requested herein and to promptly update all such information as circumstances may change from time-to-time.  With regard to this Conflicts Disclosure Statement, be advised, all material terms identified by quotation marks are defined by Appendix “A” of the By-Laws of the Corporation, which is entitled “By-Law & Corporate Policy Definitions.”

please mark ‘Yes’ or ‘No’ where indicated & provide additional information when requested

Financial Information Return Disclosure.

Responses to the following questions are required in order to complete financial information returns annually submitted to the Internal Revenue Service and the Office of the Attorney General. 

1.              Have you served as an officer, director, trustee, key employee, partner or member of, or hold a thirty-five percent (35%) or greater ownership or beneficial interest, or in the case of a partnership or professional corporation a direct or indirect ownership interest in excess of five percent (5%), in, an entity, which during the most recently completed, or current, fiscal year, had, or are reasonably anticipated to have, a direct, or indirect, business relationship, with the Corporation?

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

________________________________________________________________________

________________________________________________________________________

2.              Have you, individually, or through an entity where you hold a thirty-five percent (35%) or greater ownership or beneficial interest, or in the case of a partnership or professional corporation a direct or indirect ownership interest in excess of five percent (5%), during the most recently completed, or current, fiscal year, had, or are reasonably anticipated to have, a direct, or indirect, business relationship, with any individual who is a current or former “Officer,” “Director” or “Key Employee” of the Corporation? 

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

________________________________________________________________________

________________________________________________________________________

3. Do you have a “Relative” who, during the most recently completed, or current, fiscal year, had, or is reasonably anticipated to have, a direct, or indirect, business relationship with the Corporation?

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

________________________________________________________________________

________________________________________________________________________

4.              Have you, or did you have a “Relative” who, during the most recently completed, or current, fiscal year, had, or is reasonably anticipated to have, any transaction with the Corporation that might reasonably be considered a real or potential conflict of interest pursuant to the Corporation’s Board of Directors Conflicts of Interest Policy, which has not been otherwise disclosed herein? 

_______          _______

No                   Yes                  If Yes, briefly describe below & attach a detailed explanation

________________________________________________________________________

________________________________________________________________________

5.              Have you been provided with, properly reviewed and reasonably understand the terms of the Corporation’s current written Board of Directors Conflicts of Interest Policy?

_______          _______

No                   Yes                  If No, briefly describe below & attach a detailed explanation

________________________________________________________________________

________________________________________________________________________

 —Certification—

I, the undersigned, certify that I have read and understand this Code of Ethical Conduct & Annual Conflicts Disclosure Statement.  I agree that my actions will comply with the disclosures found in this document.  I further affirm that neither I, as a Related Party nor any Relative have, or had, an interest, or has taken any action, that contravenes, or is likely to contravene, the Conflicts of Interests Policy of the Corporation or, otherwise impedes my ability to act as a fiduciary and in the best interests of the Corporation, except those that may have been disclosed herein. 

___________________________________                                      _____________________

Director Signature                                                                              Date                                      

---

APPENDIX C

Code of Ethics

A.   Introduction

B.    Statement of Values

            C. The Code of Ethics

                        1. Personal and Professional Integrity

                        2. Mission

                        3. Governance

                        4. Legal Compliance

                        5. Responsible Stewardship

                        6. Openness and Disclosure

                        7. Program Evaluation

                        8. Inclusiveness and Diversity

                        9. Fundraising

D. Conclusion

A. Introduction:

As a matter of fundamental principle, the nonprofit community should adhere to the highest ethical standards because it is the right thing to do. As a matter of pragmatic self-interest, the community should do so because public trust in our performance is the bedrock of our legitimacy. Donors and volunteers support charitable organizations because they trust them to carry out their missions, to be good stewards of their resources, and to uphold rigorous standards of conduct.

Buffalo Hive must earn this trust every day and in every possible way. But organizations are, at base, people, and it is up to the people of the nonprofit sector – board members, executive leaders, staff and volunteers – to demonstrate their ongoing commitment to the core values of integrity, honesty, fairness, openness, respect, and responsibility.

The nonprofit sector comprises a diverse array of organizations large and small, those that make grants and those that raise funds from the public, those that operate at the community and state level. That diversity is one of the abiding strengths of the nonprofit sector. Each organization in the nonprofit sector should have a formally adopted code of ethics with which all of their trustees, staff and volunteers are familiar and to which they adhere. This Code of Ethics is such a document.

Adherence to the law is the minimum standard of expected behavior. Nonprofit organizations must do more, however, than simply obey the law. We must embrace the highest standards of integrity. Transparency, openness and responsiveness to public concerns must be integral to our behavior.

B. Statement of Values:

Any code of ethics is built on a foundation of shared values. Buffalo Hive values:

●               The role of nonprofits in society (including relevance and outcomes);

●               Innovation and excellence (including partnerships, collaboration, and commitment);

●               Diversity and inclusiveness; and

●               Accountability and transparency (including openness, honesty, trust and integrity).

These values lead directly to the Code of Ethics that follows. The values inform and guide the actions that Buffalo Hive should take in developing our policies and informing their practices.

C. The Code of Ethics:

                        1. Personal and Professional Integrity:

Buffalo Hive staff, board directors, and volunteers shall act with honesty, integrity and openness in all their dealings as representatives of the organization. Buffalo Hive promotes a working environment that values respect, fairness and integrity.

                        2. Mission:

Buffalo Hive shall have a clearly stated mission and purpose, approved by the Board of Directors, in pursuit of the public good. Buffalo Hive mission is to connect Louisiana performers to the Greater Buffalo community through live performances and community engagement.

All Buffalo Hive programs shall support that mission and all who work for or on behalf of the organization will understand and be loyal to that mission and purpose. The mission shall be responsive to the constituencies and communities served by Buffalo Hive and of value to the society at large.

                        3. Governance:

Buffalo Hive shall have an active governing body, the Board of Directors, which is responsible for setting the mission and strategic direction of the organization and oversight of the finances, operations, and policies of the organization. The Board of Directors:

●               Ensures that its board members have the requisite skills and experience to carry out their duties and that all members understand and fulfill their governance duties acting for the benefit of Buffalo Hive and its public purpose;

●               Has a conflict of interest policy that ensures that any conflicts of interest or the appearance thereof are avoided or appropriately managed through disclosure, recusal or other means;

●               Is responsible for the hiring, firing, and regular review of the performance of theExecutive Director of Buffalo Hive, and ensures that the compensation of theExecutive Director of Buffalo Hive is reasonable and appropriate;

●               Ensures that theExecutive Director and appropriate staff provide the governing body with timely and comprehensive information so that the governing body can effectively carry out its duties;

●               Ensures that the organization conducts all transactions and dealings with integrity and honesty;

●               Ensures that the organization promotes working relationships with board members, staff, volunteers, and program beneficiaries that are based on mutual respect, fairness and openness;

●               Ensures that the organization is fair and inclusive in its hiring and promotion policies and practices for all board, staff and volunteer positions;

●               Ensures that policies of the organization are in writing, clearly articulated and officially adopted;

●               Ensures that the resources of the organization are responsibly and prudently managed; and

●               Ensures that the organization has the capacity to carry out its programs effectively.

                        4. Legal Compliance:

Buffalo Hive will be vigilant in compliance with laws, regulations and applicable conventions that govern and regulate the organization.

                        5. Responsible Stewardship:

Buffalo Hive shall manage its’ funds responsibly and prudently. This should include the following considerations:

●               Buffalo Hive spends a reasonable percentage of its annual budget on programs in pursuance of its mission;

●               Buffalo Hive spends an adequate amount on administrative expenses to ensure effective accounting systems, internal controls, competent staff, and other expenditures critical to professional management;

●               Buffalo Hive compensates staff, and any others who may receive compensation, reasonably and appropriately;

●               Buffalo Hive has reasonable fundraising costs, recognizing the variety of factors that affect fundraising costs;

●               Buffalo Hive maintains an appropriate level of funds to maintain our mission and purpose and not accumulate excessive reserve funds;

●               Buffalo Hive ensures that all spending practices and policies are fair, reasonable and appropriate to fulfill the mission of the organization; and

●               All financial reports are factually accurate and complete in all material respects.

                        6. Openness and Disclosure:

Buffalo Hive shall provide comprehensive and timely information to the public, the media, and all stakeholders and is responsive in a timely manner to reasonable requests for information. All information about Buffalo Hive will fully and honestly reflect the policies and practices of the organization. Basic informational data about the organization, such as the Form 990, reviews and compilations, and audited financial statements will be posted on Buffalo Hive website or otherwise available to the public. All solicitation materials accurately represent the organization’s policies and practices and will reflect the dignity of program beneficiaries. All financial, organizational, and program reports will be complete and accurate in all material respects.

                        7. Program Evaluation:

Buffalo Hive will regularly review program effectiveness and have mechanisms to incorporate lessons learned into future programs. Buffalo Hive is committed to capacity building, collaboration, and advocacy efforts for the region’s cultural sector, improving program and organizational effectiveness and developing mechanisms to promote learning from its activities and the field. Buffalo Hive will be responsive to changes in its field of activity and the needs of its constituencies.

                        8. Inclusiveness and Diversity:

Buffalo Hive shall have a policy of promoting inclusiveness and its staff, board and volunteers reflect diversity in order to enrich its programmatic effectiveness. Buffalo Hive shall take meaningful steps to promote inclusiveness in its hiring, retention, promotion, board recruitment and constituencies served.

                        9. Fundraising:

Buffalo Hive shall raise funds from the public and from donor institutions and be truthful in solicitation materials. Buffalo Hive will respect the privacy concerns of individual donors and expends funds consistent with donor intent. Buffalo Hive shall disclose important and relevant information to potential donors.

In raising funds, Buffalo Hive will respect the rights of donors, as follows:

●               To be informed of Buffalo Hive mission, the way the resources will be used and their capacity to use donations effectively for their intended purposes;

●               To be informed of the identity of those serving on Buffalo Hive governing board and to expect the board to exercise prudent judgment in its stewardship responsibilities;

●               To have access to the most recent Buffalo Hive financial reports;

●               To be assured their gifts will be used for the purposes for which they were given;

●               To receive appropriate acknowledgement and recognition;

●               To be assured that information about their donations is handled with respect and with confidentiality to the extent provided by the law;

●               To expect that all relationships with individuals representing organizations of interest to the donor will be professional in nature;

●               To be informed whether those seeking donations are volunteers, Buffalo Hive employees or hired solicitors;

●               To have the opportunity for their names to be deleted from mailing lists that Buffalo Hive may intend to share; and

●               To feel free to ask questions when making a donation and to receive prompt, truthful and forthright answers.

D. Conclusion

While the Board of Directors of Buffalo Hive has given its approval to this document, it will continue to be reviewed and revised as necessary.

A code of ethics is, by necessity, general in outlining broad ethical principles. It is not a detailed set of recommended practices on a specific issue. In many cases, those more specific recommended practices are provided by existing standards by national, regional, and subsector-specific groups. This code of ethics statement is intended as a model that organizations can draw from in reviewing or adopting a code of ethics.