NAME AND OFFICES
The name of this corporation is Razom, Inc. (hereinafter, the “Corporation”).
The principal office of the Corporation shall be in New York, NY. The Corporation may also have offices at such other places as the Board of Directors from time to time designate or as the purposes of the Corporation may require.
PURPOSES AND POWERS
The Corporation is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding section of any successor statute and the New Jersey Nonprofit Corporation Act.
The specific purposes for which the Corporation is organized are:
To carry on charitable initiatives in Ukraine including, but not limited to, the promotion of democracy;
To conduct humanitarian activities to meet the needs of the Ukrainian people, including, but not limited to, assistance to the poor and distressed, and the distribution of food, medicine, and supplies;
To educate the American public about current events in Ukraine;
To provide a means for Americans to contribute to charitable projects in Ukraine without violating any U.S. laws, including economic sanctions, anti-terrorist finance rules, and the PATRIOT Act;
To make distributions to (i) organizations which qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code; (ii) foreign charitable organizations which qualify as the equivalent of 501(c)(3) organizations and/or (iii) other charitable organizations complying with the Corporation’s expenditure responsibility guidelines;
For any other lawful purpose consistent with the provisions of this article.
To maximize the impact of the Corporation’s efforts, it may seek to collaborate with other charitable and philanthropic organizations.
The Corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to effect the charitable purposes for which the Corporation is organized and to aid or assist other organizations or persons whose activities further accomplish, facilitate, or attain such purposes. The powers of the Corporation include, but are not limited to, the acceptance of contributions from the public and private sectors, whether such contributions be financial or in-kind.
2.03 Nonprofit Status and Exempt Activities Limitation
(a) Nonprofit Legal Status. The Corporation is a New Jersey non-profit corporation organized exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any successor statute and the New Jersey Nonprofit Corporation Act.
(b) Exempt Activities Limitation. Not withstanding any other provision of these Bylaws, no Director, officer, employee, member, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the Corporation shall inure to the benefit or be distributable to any Director, officer, member, or other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Certificate of Incorporation and these Bylaws.
(c) Distribution upon Dissolution. Upon termination or dissolution of the Corporation, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to that of the Corporation.
3.01 No Membership Classes
The Corporation shall have no members with any right to vote or title or interest in or to the Corporation, its properties and franchises.
3.02 Non-Voting Affiliates
The Board of Directors may approve classes of non-voting affiliates with rights, privileges, and obligations established by the Board. Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the Corporation. The Board, a designated committee of the Board, or any duly elected officer in accordance with board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations. At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent. At the discretion of the Board of Directors, affiliates may be given endorsement, recognition and media coverage at fundraising activities or other events or on the Corporation’s website. Affiliates have no voting rights and are not members of the Corporation.
Any dues for affiliates shall be determined by the Board of Directors.
BOARD OF DIRECTORS
4.01 Number of Directors
The Corporation shall have a Board of Directors consisting of at least three (3) and no more than twelve (12) Directors. Within these limits, the Board may increase or decrease the number of Directors serving on the Board, including for the purpose of staggering the terms of Directors.
4.02 Powers and Duties
(a) Powers. All corporate powers shall be exercised by or under the authority of the Board, and the affairs of the Corporation shall be managed under the direction of the Board, except as otherwise provided by law. Except as otherwise limited by these Bylaws or the Certificate of Incorporation, the Board of Directors may exercise all the corporate powers and do all lawful acts authorized by New Jersey law.
(b) Duties. The responsibilities of the Board of Directors shall include: (a) the determination of overall goals and priorities of the Corporation; (b) the assurance of financial solvency for the Corporation, with regular reviews of the Corporation’s financial and physical resources and investment activities; and (c) the designation of charitable causes, projects and/or organizations that shall be undertaken or supported by the Corporation.
(a) Initial Terms. At the time of the initial election of directors to the Board, six (6) director position will have a term of three (3) years and six (6) director positions will have a term of 2 years.
(b) Standard Terms. After the initial terms expire, all Directors will serve for a term of two years.
4.04 Qualifications and Election of Directors
In order to be eligible to serve as a Director on the Board of Directors, an individual must be 18 years of age. Directors may be elected at any board meeting by the majority vote of the existing Board of Directors. The election of Directors to replace those who have fulfilled their term of office shall take place in January of each year.
The Board of Directors may fill vacancies due to the expiration of a Director’s term of office, resignation, death, or removal of a Director or may appoint new Directors to fill a previously unfilled Board position, subject to the maximum number of Directors under these Bylaws. Vacancies on the Board of Directors due to resignation, death, or removal shall be filled by the Board for the balance of the term of the Director being replaced.
4.06 Removal of Directors
A Director may be removed by a two-thirds vote of the Board of Directors then in office, under either of the following circumstances:
(a) The Director is absent and unexcused from two or more meetings of the Board of Directors in a twelve month period. The President is empowered to excuse Directors from attendance for any reason that he or she deems adequate. The President shall not have the power to excuse him/herself from the Board meeting attendance and in that case, the Vice President shall excuse the President.
(b) A Director may be removed for any cause or no cause, if before any meeting of the Board at which a vote on removal will be made the Director in question is given electronic or written notification of the Board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the Board.
4.07 Board of Directors Meetings
(a) Regular Meetings. The Board of Directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the Board. Board meetings shall be held upon four (4) days notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours notice delivered personally or by telephone, including by voicemail message. If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice of meetings shall specify the place, day, and hour of meeting. The purpose of the meeting need not be specified except as required under Articles 4.06 and 8.04 of these Bylaws.
(b) Special Meetings. Special meetings of the Board may be called by the President, Vice President, Secretary, Treasurer, or any two (2) other Directors of the Board of Directors. A special meeting must be preceded by at least two (2) days notice to each Director of the date, time, and place, but not the purpose, of the meeting.
(c) Waiver of Notice. Any Director may waive notice of any meeting, in accordance with New Jersey law.
4.08 Manner of Acting
(a) Quorum. A majority of the Directors then serving shall constitute a quorum for the transaction of business at that meeting of the Board. No business shall be considered by the Board at any meeting at which a quorum is not present.
(b) Majority Vote. Except as otherwise required by law or by the Certificate of Incorporation, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.
(C) Hung Board Decisions. On the occasion that Directors of the Board are unable to make a decision based on a tied number of votes, the President or Treasurer in the order of presence shall have the power to swing the vote based on his/her discretion.
(d) Participation. Except as otherwise required by law, the Certificate of Incorporation, or these Bylaws, Directors may participate in a regular or special meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.
4.09 Compensation for Board Service and Conflicts of Interest
Directors shall serve the Corporation with the highest degree of undivided duty, loyalty, and care, and shall not profit personally from their positions as Directors of the Corporation. Directors and Officers shall at all times comply with the Board Conflict of Interest policy and state law. The Board may adopt policies providing for reasonable reimbursement of Directors for expenses incurred in conjunction with carrying out Board responsibilities, such as travel expenses to attend Board meetings.
4.10 Compensation for Professional Services by Directors
Directors are not restricted from being remunerated for professional services provided to the Corporation. Such remuneration shall be reasonable and fair to the Corporation and must be reviewed and approved in accordance with the Board Conflict of Interest policy and state law.
4.11 Informal Action By The Board of Directors
Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by all of the Directors entitled to vote. For purposes of this section an e-mail transmission or other electronic transmission verified as originating with the Director in question constitutes a valid writing. The intent of this provision is to allow the Board of Directors to use email to approve actions, as long as all Board members give consent.
The Board of Directors may, by a resolution adopted by a majority of the Directors then in office, designate one or more committees, each consisting of two or more Directors, to serve at the pleasure of the Board. Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:
(a) take any final action on matters which also require Board approval;
(b) fill vacancies on the Board of Directors or on any committee which has the authority of the Board;
(c) amend or repeal Bylaws or adopt new Bylaws;
(d) amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
(e) appoint any other committees of the Board of Directors or the members of the committees;
(f) expend corporate funds to support a nominee for Director; or
(g) approve any transaction:
(i) to which the Corporation is a party and one or in which more Directors have a material financial interest; or
(ii) between the Corporation and one or more of its Directors or between the Corporation and any person in which one or more of its Directors have a material financial interest.
5.2 Meetings and Action of Committees
Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article IV of these Bylaws concerning meetings of the Directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of the committee may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.
The officers of the Corporation shall be the President, Senior Vice President, Secretary, and Treasurer, all of whom shall be chosen by, and serve at the pleasure of, the Board of Directors. Each officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the Board or by direction of an officer authorized by the Board to prescribe the duties and authority of other officers. The Board may also appoint additional Vice Presidents and such other officers as it deems expedient for the proper conduct of the business of the Corporation, each of whom shall have such authority and shall perform such duties as the Board of Directors may determine. One person may hold two or more offices, but no officer may act in more than one capacity where action of two or more officers is required.
6.02 Term of Office
Each officer shall serve a one-year term of office and may not serve more than three (3) consecutive terms of office. Unless unanimously elected by the Board at the end of his/her three (3) year terms or to fill a vacancy in an officer position, each officer’s term of office shall begin upon the adjournment of the Board meeting at which he or she is elected and shall end upon the adjournment of the Board meeting during which a successor is elected.
6.03 Removal, Resignation and Vacancies
(a) Removal and Resignation. The Board of Directors may remove an officer at any time, with or without cause, by a two-thirds vote of the Board of Directors. Any officer may resign at any time by giving written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
(b) Vacancies. Vacancies shall be filled by vote of the Board of Directors. The Board will make reasonable efforts to fill all vacancies.
The President shall be the chief executive officer of the Corporation. The President shall lead the Board of Directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the Board of Directors, and shall perform all other duties incident to the office or properly required by the Board of Directors. He or she shall have authority to sign and execute, in the name of the Corporation, all deeds, mortgages, bonds, contracts or other instruments to be executed on the Corporation’s behalf.
6.05 Vice President
(a). Senior Vice President. In the absence or disability of the President, the Senior Vice President shall perform the duties of the President. When so acting, the Senior Vice President shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall have such other powers and perform such other duties prescribed for them by the Board of Directors or the President. The Vice President shall normally accede to the office of President upon the completion of the President’s term of office.
(b) Additional Vice Presidents. The Board may also appoint additional Vice Presidents as described in Article 6.01 of these by-laws.
The Secretary shall keep or cause to be kept a book of minutes of all meetings and actions of Directors and committees of Directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The Secretary shall cause notice to be given of all meetings of Directors and committees as required by the Bylaws. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the President. The Secretary may appoint, with approval of the Board, a Director to assist in performance of all or part of the duties of the Secretary.
The Treasurer shall be the lead Director for oversight of the financial condition and affairs of the Corporation. The Treasurer shall oversee and keep the Board informed of the financial condition of the Corporation and of audit or financial review results. He or she shall have authority to sign and execute, in the name of the Corporation, all deeds, mortgages, bonds, contracts or other instruments to be executed on the Corporation’s behalf. In conjunction with other Directors or officers, the Treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the Corporation, are made available to the Board of Directors on a timely basis or as may be required by the Board of Directors. The Treasurer shall perform all duties properly required by the Board of Directors or the President. The Treasurer may appoint, with approval of the Board a qualified fiscal agent or member of the staff to assist in the performance of all or part of the duties of the Treasurer.
6.08 Other Officers
The Board of Directors may designate additional officer positions of the Corporation and may appoint and assign duties to other officers of the Corporation.
CONTRACTS, CHECKS, LOANS, INDEMNIFICATION AND RELATED MATTERS
7.01 Contracts and other Writings
Except as otherwise provided by resolution of the Board or board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the Corporation shall be executed on its behalf by the President, Treasurer or other persons to whom the Corporation has delegated authority to execute such documents in accordance with policies approved by the Board.
7.02 Checks, Drafts
All checks, drafts, or other orders for payment of money, notes, or other evidence 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.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depository as the Board or a designated committee of the Board may select.
No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board. Such authority may be general or confined to specific instances.
The Corporation shall indemnify its Directors, Officers, committee members and volunteers to the fullest extent permitted by law.
8.01 Books and Records
The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its Board of Directors, a record of all actions taken by Board of Directors without a meeting, and a record of all actions taken by committees of the Board. In addition, the Corporation shall keep a copy of the Corporation’s Certificate of Incorporation and Bylaws, as amended, to date.
8.02 Fiscal Year
The fiscal year of the Corporation shall be from January 1 to December 31 of each year.
8.03 Conflict of Interest
The Board shall adopt and periodically review a conflict of interest policy to protect the Corporation’s interest when it is contemplating any transaction or arrangement which may benefit any Director, officer, employee, affiliate, or member of a committee with Board-delegated powers.
8.04 Bylaw Amendment
These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the Board of Directors then in office at a meeting of the Board, provided, however,
(a) that all Directors receive advance notice of the proposed amendment or amendments;
(b) that no amendment shall be made to these Bylaws which would cause the Corporation to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986 or any successor statute; and,
(c) that an amendment does not affect the voting rights of Directors. An amendment that does affect the voting rights of Directors further requires ratification by a two-thirds vote of a quorum of Directors at a Board meeting.
(d) that all amendments be consistent with the Certificate of Incorporation.
CERTIFICATE OF ADOPTION OF BYLAWS
I hereby certify that the above stated Bylaws of Razom, Inc., were approved by Razom, Inc.’s Board of Directors on October 7, 2014 and constitute a complete copy of the Bylaws of the corporation.
By: Olya Yarychkivska
Name: Olya Yarychkivska
Date: October 7, 2014