Adeona Foundation > Who We Are

ARTICLE I – NAME AND PURPOSE

Section 1 – The name of the organization shall be The Adeona Foundation. It shall be a nonprofit organization incorporated under the laws of the State of New York.

Section 2 – The Adeona Foundation is organized exclusively for charitable, and education purposes.

The purpose of this organization is:

To raise public awareness to charitable organizations worldwide that seek financial support for the betterment of the lives of disadvantaged children.
Sponsor social activities that generate donations to support charitable organizations focused on helping disadvantaged children

ARTCILE II – MEMBERSHIP

Section 1 – Eligibility for membership: Application for voting membership shall be open to anyone that supports the purpose statement in Article I, Section 2. All memberships shall be granted upon a majority vote of the board.

Section 2 – Annual dues: The amount required for annual dues shall be $100 each fiscal year, unless changed by a majority vote of the board of directors at an annual meeting of the full board of directors. Continued membership is contingent upon being up-to-date on membership dues.

Section 3 – Rights of members: Each member shall be eligible to appoint one voting representative to cast the member’s vote in association with elections.

Section 4 – Resignation and termination: Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the board of directors.

Section 5 – Non-voting membership: The board shall have the authority to establish and define non-voting categories of membership.

ARTICLE III – MEETINGS OF MEMBERSHIP

Section 1 – Regular Meetings: Regular meetings of the members shall be held at a time and place designated by the chair.

Section 2 – Annual Meetings: An annual meeting of the members shall take place in the month of September, the specific date, time and location of which will be designated by the chair. At the annual meetings the membership shall elect officers, receive reports on the activities of the association and determine the direction of the association for the coming year.

Section 3 – Special Meetings: Special meetings may be called by the chair, the Executive Committee, or a simple majority of the board of directors. A petition signed by five percent of voting members may also call a special meeting.

Section 4 – Notice of meetings: Printed or electronic notice of each meeting shall be given to each voting member, by electronic mail or parcel, not less than one week prior to the meeting.

Section 5 – Quorum: The members present at any properly announced meeting shall constitute a quorum.

Section 6 – Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

ARTICLE IV – BOARD OF DIRECTORS

Section 1 – Beard role, size and compensation: The board is responsible for overall policy and direction of the foundation, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have up to 7, but not fewer than 4 members. The board receives no compensation other than reasonable expenses.

Section 2 – Terms: All board members are eligible to serve indefinite terms.

Section 3 – Meetings and notice: The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written or electronic notice at least one week in advance.

Section 4 – Board Elections: New directors and current directors shall be elected or re-elected by the voting representatives of members at the annual meeting. Directors will be elected by a simple majority of the members present at the annual meeting.

Section 5 – Election procedures – A Board Development Committee shall be responsible for nominating a slate of prospective board members representing the foundations diverse constituency. In addition, any member can nominate a candidate to the slate of nominees. All members will be eligible to send one representative to vote for each candidate, for up to 10 available positions each year.

Section 6 – Quorum: A quorum must be attended by at least forty percent of board members for business transactions to take place and motions to pass.

Section 7 – Officers and Duties: There shall be four officers of the board of directors, consisting of a chairman, vice-chairman, secretary and treasurer. Their duties are as follows:

The chairman shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following orders: vice-chairman, secretary, treasurer.

The vice-chairman shall chair committees on special subjects as designated by the board.

The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.

The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to the board members and the public.

Section 8 – Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from the present board members one week in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meetings. These vacancies will be filled only to the end of the particular board member’s term.

Section 9 – Resignation, termination and absences: Resignation from the board must b in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in one year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 10 – Special meetings: Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least one week in advance.

ARTICLE V – COMMITTEES

Section 1 – Committee formation: The board may create committees as needed, such as fundraising, public relations, data collections, etc. The board appoints all committee chairs.

Section 2 – Executive committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the Article of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.

Section 3 – Finance Committee: The treasurer is the chair of the Finance Committee. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board of the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members and the public.

ARTICLE VI – DIRECTOR AND STAFF

Section 1 – Executive Director: The executive director has day-to-day responsibilities for the foundation, including carrying out the foundation’s goals and policies. The Executive director will attend board meetings; report on the progress of the foundation, answer questions of the board members and carry out the duties described in the job description. The board can designate other duties as necessary.

ARTICLE VII – ANNUAL ACCOUNTING PERIOD

Section 1 – Fiscal Tax Year: This is a period of 12 consecutive months ending on the last day of May.

ARTICLE VIII – AMENDMENTS

Section 1 – Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

CERTIFICATION

These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on May 15, 2008.

ARTICLE I – NAME AND PURPOSE

Section 1 – The name of the organization shall be The Adeona Foundation. It shall be a nonprofit organization incorporated under the laws of the State of New York.

Section 2 – The Adeona Foundation is organized exclusively for charitable, and education purposes.

The purpose of this organization is:

To raise public awareness to charitable organizations worldwide that seek financial support for the betterment of the lives of disadvantaged children.

Sponsor social activities that generate donations to support charitable organizations focused on helping disadvantaged children

ARTCILE II – MEMBERSHIP

Section 1 – Eligibility for membership: Application for voting membership shall be open to anyone that supports the purpose statement in Article I, Section 2. All memberships shall be granted upon a majority vote of the board.

Section 2 – Annual dues: The amount required for annual dues shall be $100 each fiscal year, unless changed by a majority vote of the board of directors at an annual meeting of the full board of directors. Continued membership is contingent upon being up-to-date on membership dues.

Section 3 – Rights of members: Each member shall be eligible to appoint one voting representative to cast the member’s vote in association with elections.

Section 5 – Non-voting membership: The board shall have the authority to establish and define non-voting categories of membership.

ARTICLE III – MEETINGS OF MEMBERSHIP

Section 1 – Regular Meetings: Regular meetings of the members shall be held at a time and place designated by the chair.

Section 3 – Special Meetings: Special meetings may be called by the chair, the Executive Committee, or a simple majority of the board of directors. A petition signed by five percent of voting members may also call a special meeting.

Section 4 – Notice of meetings: Printed or electronic notice of each meeting shall be given to each voting member, by electronic mail or parcel, not less than one week prior to the meeting.

Section 5 – Quorum: The members present at any properly announced meeting shall constitute a quorum.

Section 6 – Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

ARTICLE IV – BOARD OF DIRECTORS

Section 2 – Terms: All board members are eligible to serve indefinite terms.

Section 3 – Meetings and notice: The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written or electronic notice at least one week in advance.

Section 4 – Board Elections: New directors and current directors shall be elected or re-elected by the voting representatives of members at the annual meeting. Directors will be elected by a simple majority of the members present at the annual meeting.

Section 6 – Quorum: A quorum must be attended by at least forty percent of board members for business transactions to take place and motions to pass.

Section 7 – Officers and Duties: There shall be four officers of the board of directors, consisting of a chairman, vice-chairman, secretary and treasurer. Their duties are as follows:

The chairman shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following orders: vice-chairman, secretary, treasurer.

The vice-chairman shall chair committees on special subjects as designated by the board.

The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.

The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to the board members and the public.

Section 10 – Special meetings: Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least one week in advance.

ARTICLE V – COMMITTEES

Section 1 – Committee formation: The board may create committees as needed, such as fundraising, public relations, data collections, etc. The board appoints all committee chairs.

ARTICLE VI – DIRECTOR AND STAFF

ARTICLE VII – ANNUAL ACCOUNTING PERIOD

Section 1 – Fiscal Tax Year: This is a period of 12 consecutive months ending on the last day of May.

ARTICLE VIII – AMENDMENTS

Section 1 – Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

CERTIFICATION

These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on May 15, 2008.