By-Laws
BY-LAWS
CAMP DEERPARK, INC.
ARTICLE I.- OFFICES
The principle office of Camp Deerpark shall be in the Village of Westbrookville, town of Deerpark, Orange County of the State of New York.
The corporation may also have offices at such other places within or without this state as the Board may from time to time determine or the business of the corporation may require.
ARTICLE II. – PURPOSES
The purposes of Camp Deerpark shall be:
1. To share the gospel of Jesus Christ within the community.
2. To provide church related programs in Christian nurture, training, camping, religious seminars, and retreats.
3. To collaborate with the Mennonite church, with special emphasis on the ministry of New York City Mennonite Churches (NYCCMC).
ARTICLE III. – MEMBERSHIP
The corporation shall have members from the Council of Mennonite Churches of New York City and from the Camp Deerpark Association.
ARTICLE IV. – DIRECTORS
1. Management of the Corporation:
The corporation shall be managed by the Board of Directors which shall consist of not less than three (3) directors nor more than twelve (12), which shall be elected by the Council and the Association as set forth by paragraph 2 of this article. Each director shall be at least nineteen years of age.
2. Election and Term of Directors:
At each annual meeting of the Board of Directors of the corporation, the membership shall be elected to hold office in accordance to the percentage of directors as stated in paragraph 1. And hold office until the next annual meeting. Each director shall hold office for a three year term. Each director shall hold office until the expiration of the term for which he or she was elected and until his successor has been elected and shall have qualified, or until his prior resignation or removal.
3. Increase or Decrease in Number of Directors:
The number of directors may be increased or decreased by vote of the members or by a vote of a majority of all the directors. No decrease in number of directors shall shorten the term of an incumbent director.
4. New Created Directorships and Vacancies:
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board for any reason except the removal of directors without cause may be filled by a vote of majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the members. A director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his predecessor.
5. Removal of Directors:
Any or all of the directors may be removed for cause by vote of the New York City Council of Mennonite Churches or by action of the Board. Directors may be removed without cause only by vote of the New York City Council of Mennonite Churches.
6. Resignation:
A director may resign at any time by giving written notice to the Board or the secretary of the corporation. Unless other- wise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
7. Quorum of Directors:
Unless otherwise provided in the certificate of incorporation, a majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business.
8. Action of the Board:
Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one vote. The Board shall report regularly to the Council of its work. The Board shall serve the needs and wishes of the Council.
9. Place and Time of Board Meetings:
The Board may hold its meetings at the office of the corporation or at such other places, either within or without the state, as it may from time to time determine.
10. Regular Annual Meeting:
A regular annual meeting of the Board shall be held during the month of October.
11. Notice of Meetings of the Board & Adjournment:
Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the directors and may be called by the chairperson upon three days notice to each director either personally or by mail or by wire (or by fax); special meetings shall be called by the chairperson or by the secretary in a like manner on written request of two directors.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
12. Chairperson:
At all meetings of the Board the chairperson chosen by the Board shall preside.
13. Vice Chairperson
During the absence or disability of the chairperson, the vice chairperson shall have all the powers and functions of the chairperson.
14. Executive and Other Committees:
The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the Board.
ARTICLE V.- OFFICERS
1. Officers, Election, Term:
Unless otherwise provided for in the certificate of incorporation, the Board may elect or appoint a camp administrator, a secretary, and a treasurer, and such other officers as it may determine, who shall have such duties, powers, and functions as hereinafter provided. All officers shall be elected or appointed to hold office until the next annual meeting which of the Board. Each officer shall hold office for the term for which he or she is elected or appointed and until he or she is re-elected or appointed or until his or her successor has been elected or appointed and qualified.
2. Removal, Resignation, Salary:
Any officer elected or appointed by the Board may be removed by the Board with or without cause. In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of the chairperson and secretary.
3. Camp Administrator:
The Camp Administrator shall be the chief executive officer of the corporation: he shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the Board are carried into effect.
4. Treasurer:
The treasurer shall have the care and custody of all the funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank, trust company or mutual funds company as the directors may elect; he shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the corporation, he shall also sign all checks, drafts, notes and orders for the payment of money, which shall be dully authorized by the Board of Directors. He shall at all reasonable times exhibit his books and accounts to any director of the corporation. At the end of each corporate year, he shall have an audit of the accounts of the corporation and shall present such audit in writing at the annual meeting of the Board of Directors, at which time he shall also present a n annual report setting forth in full the financial conditions of the corporation.
5. Secretary:
The secretary shall keep the minutes of the Board of Directors. He or she shall have the custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the Board of Directors. He or she shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the Board of Directors may direct: he or she shall attend to such correspondence as may be assigned to him or her, and perform all the duties incidental to the secretary.
6. Securities and Bonds:
In case the Board shall so require, any officer or agent of the corporation, he or she shall execute to the corporation a bond in such sum and with surety or sureties as the Board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting for all property, funds, or securities of the corporation which may come into his or her hands.
ARTICLE VI. – SEAL
The seal of the corporation shall be as follows:
ARTICLE VII. – CONSTRUCTION
If there be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern.
ARTICLE VIII – AMENDMENTS
These by-laws may be adopted, amended, or repealed by the Board of Directors. Except that the Board of Directors cannot change Article IV., paragraph 5 (removal of directors).
adopted 9/20/91