ARTICLE 1 
Definitions
1.1 “Assistant Secretary” means an Assistant Secretary of the Corporation.
1.2 “Board” means the Board of Directors of the Corporation.
1.3 “Certificate of Incorporation” means the initial Certificate of Incorporation of the Corporation, as amended, supplemented or restated from time to time.
1.4 “Chair of the Board of Directors” means the Director chosen by the Directors, in accordance with Section 3.7.8.1 of these Amended and Restated Bylaws, to preside at meetings of the Board of Directors and perform such other duties as set forth in these Amended and Restated Bylaws.
1.5 “Corporation” means Friends of Venice, Italy, Inc.
1.6 “Director” means a member of the Board.
1.7 “Entire Board” means the total number of directors entitled to vote which the Corporation would have if there were no vacancies.
1.8 “Not-for-Profit Corporation Law” means the Not-For-Profit Corporation Law of the State of New York, as amended from time to time.
1.9 “Office of the Corporation” means the executive office of the Corporation, anything in Section 102(a)(11) of the Not-for-Profit Corporation Law to the contrary notwithstanding.
1.10 “President” means the President of the Corporation.
1.11 “Chief Executive Officer” means the Chief Executive Officer of the Corporation.
1.12 “Secretary” means the Secretary of the Corporation.
1.13 “Treasurer” means the Treasurer of the Corporation.
1.14 “Vice-President” means a Vice-President of the Corporation.
1.15 “Bylaws” means Amended and Restated Bylaws as referred to in this document, and any other corporate document, including minutes and resolutions.
ARTICLE 2 Members
2.1 The Corporation shall have no members. The Directors shall have all powersand duties for the conduct of the activities of the corporation.
2.2 The Corporation may create such classes of “membership,” such as contributing members or honorary members, as the Board of Directors sees fit; however, suchpersons shall not have the rights of “members” under the Not-for-Profit Corporation Law.
ARTICLE 3 Directors
3.1 General Powers. The Corporation shall be managed by the Board of Directors. The Board may adopt such rules and regulations, not inconsistent with the Certificate of Incorporation, these Bylaws, the Not-for-Profit Corporation Law or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation, and shall have all powers necessary, proper and lawful to manage the affairs of the Corporation, including, but not limited to, the power to act pursuant to Article 6 hereof.
3.2 Number and Qualification. The number of Directors constituting the entire Board shall be not less than three (3) or more than fifteen (15). The number of Directors constituting the Entire Board at the first annual meeting of the Board shall be seven (7). The number may be increased or decreased by amendment of these Bylaws, provided, however, that no decrease in the number of Directors shall shorten the term of any incumbent Director. Such amendment shall require the vote of a majority of the Entire Board. Each Director
shall be at least eighteen years of age. The Mayor of Venice and the President of the Venetian Civic Museums Foundation shall serve ex officio as members of the Board of Directors and shall have all rights, including voting rights, granted to Directors. Such ex officio Directors shall be included towards establishing a quorum in accordance with Section 3.7.7 hereof, and shall be subject to theremoval provisions under Section 3.3.2 hereof.
3.3 Election and Removal.
3.3.1 The initial directors shall be the persons named in the Certificate of
Incorporation. Directors shall be elected by a majority of the Entire Board for a term of three (3) years and until his or her successor has been elected and qualified, or until his or her death, resignation or removal. Election of Directors, whose terms have expired, shall take place at the annual meeting. At the expiration of any three-year term, any Director may be re-elected, provided he or she otherwise qualifies to serve as a Director at such time.
3.3.2 Any or all Directors may be removed at any time, with cause, by the vote of the majority of the Entire Board at an annual meeting, or at a special meeting of the Entire Board called for that purpose.
3.4 Newly Created Directorships and Vacancies. Any newly created Directorships, resulting from an increase in the number of Directors pursuant to Section 3.2 hereof, shall be filled by a majority vote of the Entire Board at an annual meeting, or at a special meeting of the Entire Board called for that purpose. Any vacancy occurring in the Board for any reason, including the removal of a Director, with or without cause, shall be filled as expeditiously as possible by a vote of the majority of the remaining Directors. A Director so elected to fill a vacancy shall be elected to hold office for the unexpired portion of the term to which he or she is elected and until his or her successor shall have been elected and shall qualify, or until his or her earlier death, resignation or removal.
3.5 Resignations. Any Director may resign at any time, orally or in writing, by notifying the President or the Secretary. Any such resignation shall take effect at the time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
3.6 Compensation. Directors shall not receive any compensation for serving as Directors on the Board or on any committee of Directors. However, nothing herein shall be construed to prevent a Director from serving the Corporation in another capacity for which reasonable compensation is received.
No Director shall be permitted to vote on the compensation to be paid to him in any capacity. Such Director’s presence may be counted in determining the presence of a quorum at the meeting at which such vote is taken, but such vote shall be taken without such Director being present.
3.7 Meetings.
3.7.1 Place and Time of Meetings. Meetings of the Board, regular or special, may be held at any place within or without the State of New York. The times and places for holding meetings of the Board may be fixed from time to time by the Board or (unless contrary to the time and place so fixed by the Board) in the notice of the meeting.
3.7.2 Annual Meetings. The Board may hold its annual meeting for the purpose of organization and the transaction of business at a time and place fixed by the Board without notice of such meeting, or such meeting may be held on notice given as provided in Section 3.7.3 hereof for special meetings of the Board.
3.7.3 Regular and Special Meetings. Regular meetings of the Board may be held at such places and times as may be fixed from time to time by the Board, and notice of such regular meetings shall be given promptly after the time and place is fixed. The President or any other officer designated in a resolution of the Board may call and, upon written request signed by a majority of the Directors, shall call a special meeting of the Board.
Notice of a special meeting of the Board of Directors shall specify the date, time and place of the meeting, but, except as otherwise provided in these Bylaws, need not specify the purpose for the meeting or the business to be conducted. Notice must be either delivered personally to each Director, mailed to his or her address as it appears on the records of the Corporation, sent by facsimile to his or her facsimile number as it appears on the records of the Corporation, or sent to his or her email address as it appears on the records of the Corporation. If such notice is given by mail, it shall be deemed delivered when deposited in the United States mail properly addressed and with postage prepaid thereon. If such notice is given by facsimile or email, it shall be deemed delivered upon receipt of confirmation that the transmittal has been successful.
3.7.4 Adjourned Meetings. A majority of the Directors present at any meeting of the Board, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. Notice of any adjourned meeting of the Board shall be given to all Directors, whether or not present at the time of the adjournment. Any business may be transacted at any adjourned meeting that might have been transacted at the meeting as originally called.
3.7.5 Waivers of Notice of Meetings. Anything in these Bylaws or in any resolution adopted by the Board to the contrary notwithstanding, notice of any meeting of the Board need not be given to any Director who submits a signed waiver of such notice, whether before or after such meeting, or who attends such meeting without protesting prior or at commencement of such meeting, the lack of notice to him or her.
3.7.6 Organization. At each meeting of the Board, the President shall preside, or in his or her absence, the Chief Executive Officer shall preside. The Secretary or an Assistant Secretary shall act as Secretary at each meeting of the Board. In the absence of the Secretary and Assistant Secretary from any such meeting, the person presiding at the meeting may appoint any person to act as Secretary.
3.7.7 Quorum of Directors. A majority of the Directors shall constitute a quorum for the transaction of business or for the transaction of any specified item of business at any meeting of the Board, unless a greater percentage is required by these Bylaws or applicable law.
3.7.8 Action by the Board.
3.7.8.1 Except as is otherwise provided in Section 3.7.8.2 hereof, all corporate action taken by the Board shall be taken at a meeting of the Board. Except as otherwise provided by the Certificate of Incorporation, these Bylaws, the Not-for-Profit Corporation Law or by applicable law, the vote of a majority of the Directors present at the time of the vote (provided a quorum is then present) shall be requisite to constitute any act of the Board.
3.7.8.2 To the extent permitted by applicable law, any action required or permitted to be taken by the Board, the Executive Committee, or any other Committee of the Board may be taken without a meeting if all members of the Entire Board or the Committee consent in writing to the adoption of a resolution authorizing the action to be taken. The resolution and the written consents thereto by the members of the Board or the Committee shall be filed with the minutes of the proceedings of the Board or the Committee.
3.7.8.3 Any one or more members of the Board or any Committee thereof may participate in a meeting of such Board or Committee by means of a conference telephone 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.
3.8 Chair of the Board. The Board of Directors may elect one Director as Chair of the Board of Directors to serve at the pleasure of the Board. The Chair shall preside at all meetings of the Board, the Executive Committee and at such other meetings at which he or she is present, and shall perform such other duties as may be required of him or her by the Board. The Chair of the Board is not an officer of the Corporation. The President shall preside, in the absence of the Chair, at meetings of the Board, the Executive Committee and at such other meetings normally presided over by the Chair of the Board.
ARTICLE 4 Executive Committee and other Committees
4.1 How Constituted and Powers. The Board, by resolution duly adopted by a majority of the Board pursuant to Section 3.7.8 of these Bylaws, may designate from among its members an Executive Committee and other Standing Committees to act between meetings of the Board. The Executive and each such Standing Committee shall consist of at least three (3) Directors. Except as otherwise provided by the Not-for-Profit Corporation Law or by applicable law, the Executive Committee and each Standing Committee shall have such authority as shall be granted to it by the Board.
4.2 Other Committees. The Board, by resolution duly adopted pursuant to Section 3.7.8 hereof, may create such other Committees as, from time to time, it may deem desirable. The members of such other Committees shall be appointed by the Chair of the Board or the President, with the consent of the Board. Any such other Committee shall have only the powers specifically delegated to it by the Board.
4.3 General. Any committee designated by the Board pursuant to Section 4.1 or appointed pursuant to Section 4.2 of these Bylaws, and each of the members thereof, shall serve at the pleasure of the Board. The Board may designate one or more Directors as alternate members of any Standing Committee, who may replace any absent member or members of the committee. A majority of the members appointed to any committee shall constitute a quorum for the transaction of business or of any specified item of business at any meeting of any such committee. The vote of a majority of the members of the committee present at the time of the vote shall be requisite to constitute any act of the committee. The Chair of the Board and the President shall be entitled to attend any meeting of the Executive Committee, any Standing or other Committee.
ARTICLE 5 Officers
5.1 Officers. The Board may elect or appoint a President, Chief Executive Officer, one or more Vice Presidents, a Secretary and a Treasurer, and may appoint or elect one or more Assistant Secretaries and Assistant Treasurers, and such other officers, including honorary officers, as it may determine. The Board may use descriptive words or phrases to designate the standing, seniority or area of special competence of any Vice President elected or appointed by it. Each officer shall hold office for the term for which he or she is elected or appointed, and until his or her successor shall have been elected or appointed and qualified, or until his or her death, resignation or removal in the manner provided in Sections 5.2 and 5.3 hereof. Any two or more offices may be held by the same person, except the offices of President and Secretary. The Board may, but need not, require any officer to give a bond or other security for the faithful performance of his or her duties, in such amount and with such sureties as the Board may determine. All officers as between themselves and the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or as the Board may from time to time determine.
5.2 Removal of Officers. Any officer elected or appointed by the Board may be removed by the Board with or without cause.
5.3 Resignations. Any officer may resign at any time, orally or in writing, by notifying the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at such later time as is therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
5.4 Vacancies. A vacancy in any office because of death, resignation or removal shall be filled for the unexpired portion of the term in the manner herein prescribed for the regular election or appointment to such office.
5.5 President. The President shall have general supervision of the Corporation, subject to the control of the Board of Directors. Except as otherwise stated herein, the President shall preside at the meetings of the Board and shall be an ex officio member, with the right to vote, on all committees. He or she shall also communicate to the Board such matters and make such suggestions as may in his or her opinion tend to promote the mission of the Corporation and shall perform such other duties as are necessary or incidental to the office of the President.
5.6 Chief Executive Officer. The Chief Executive Officer shall be in charge of the day to day operations and activities of the Corporation, subject, however, to the control of the President and the Board.
5.7 Vice Presidents. At the request of the President, or in his absence, at the request of the Board, the Vice Presidents shall (in such order as may be designated by the Board or in the absence of any such designation in order of seniority based on age) perform all of the duties of the President and in so acting shall have all the powers of and be subject to all restrictions upon the President, and in general, they shall perform all duties incident to the office of Vice President and such other duties as from time to time may be assigned to them by the Board, the President or the Chief Executive Officer.
5.8 Secretary. The Secretary, if present, shall act as Secretary of all meetings of the Board, and shall keep the minutes thereof in the proper book or books to be provided for that purpose; he or she shall see that all notices required to be given by the Corporation are duly given and served; he or she shall have charge of the other books, records and papers of the Corporation relating to its organization and management as a corporation, including directors’ terms, and shall see that the reports, statements and other documents required by law are properly kept and filed; and, in general, he or she shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board, the President or the Chief Executive Officer.
5.9 Treasurer. The Treasurer shall have charge of, and be responsible for, all funds, securities and notes of the Corporation; he or she personally or his or her authorized delegate shall receive and give receipts for monies due and payable to the Corporation from any source whatsoever; he or she shall cause all such monies in the name of the Corporation to be deposited in such banks, trust companies or other depositaries as shall be selected in accordance herewith, against proper vouchers; he or she shall cause such funds to be disbursed by checks or drafts on to depositaries of the Corporation signed in such manner as shall be determined in accordance with any provisions hereof or by the Board, and be responsible for the accuracy of the amounts of all monies so disbursed; he or she shall regularly enter or cause to be entered in books to be kept by him or her or under his or her direction full and adequate account of all monies received or paid by him or her for the account of the Corporation; he or she shall have the right to require from time to time reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation; he or she shall render to the President or the Board, whenever the President or the Board, respectively, shall require him or her so to do, an account of the financial condition of the Corporation and of all his or her transactions as Treasurer; he or she shall exhibit at all reasonable times his or her books of account and other records to any of the Directors upon application at the Office of the Corporation where such books and records are kept; and, in general, he or she shall perform all duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him or her by the Board, the President or the
Chief Executive Officer.
5.10 Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, espectively, or by the Board, the President or the Chief Executive Officer.
ARTICLE 6 Allocations and Distributions of Net Income
6.1 Income. All income of the Corporation from any source whatsoever shall, in the first instance, be used to satisfy all charges, expenses and other claims incurred in its operation, if any, and to provide an adequate reserve for the improvement of its operations and such other needs as the Board of Directors shall determine.
6.2 Distribution of Net Income. The net income thereafter remaining in the hands of the Corporation shall be distributed in accordance with the charitable purposes of the Corporation as set forth in the Certificate of Incorporation, or with the approval of two-thirds (2/3) of the Board of Directors, to such other tax-exempt, charitable organization or organizations as may be directed by the Board.
ARTICLE 7 Grants and Contributions
All grants and contributions shall be subject to the following conditions:
7.1 The making of grants and contributions and otherwise rendering financial assistance for the purposes expressed in the Certificate of Incorporation shall be within the discretion and control of the Board of Directors.
7.2 In furtherance of the Corporation’s purposes, the Board shall have the exclusive power to make grants to any organization organized and operated exclusively for charitable, scientific or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. In the event that an organization has not been recognized by the Internal Revenue Service to be an organization described in section 501(c)(3) of the Code, the Board shall review all requests for funds from such organizations, require that such requests specify the use to which the funds will be put, and if the Board approves the request, shall authorize payment of such funds to the approved grantee and require that grantees furnish a periodic accounting to show that the funds were expended for the purposes which were approved by the Board.
7.3 The Board shall review all requests for funds from other organizations, shall require that such request specify the use to which the funds will be put, and if the Board approves the request, shall authorize payment of such funds to the approved grantee.
7.4 The Board shall require that the grantee furnish a periodic accounting to show that the funds were expended for the purposes which were approved by the Board.
7.5 The Board may, in its absolute discretion, refuse to make any grants or contributions or otherwise render financial assistance to or for any or all the purposes for which funds are requested.
7.6 After the Board of Directors has approved a grant to another organization for a specific project or purpose, the Board shall, at all times, have the right to withdraw approval of the grant and use the funds for other charitable, scientific or educational purposes. The Board may prospectively or retroactively authorize any officer or officers, agent or agents, in the name, and on behalf of the Corporation, and in the administration of an approved program, to make any grants or contributions or provide financial assistance to any qualified individuals or organizations in furtherance of charitable, educational and scientific purposes, within the meaning of section 501(c)(3) of the Code, so long as such grants meet the requirements set forth in this Article 7.
ARTICLE 8 Contracts, Checks, Drafts, Bank Accounts, etc…
8.1 Execution of Contracts. The Board may authorize any officer, employee or agent, in the name and on behalf of the Corporation, to enter into any contract or execute and satisfy any instrument, and any such authority may be general or confined to specific instances or otherwise limited.
8.2 Loans. To the extent authorized by the Board, any officer, employee or agent may effect loans and advances at any time for the Corporation from any bank, trust company or other institutions or from any firm, corporation or individual and, for such loans and advances, may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when so authorized may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority conferred by the Board may be general or confined to specific instances or otherwise limited. No loan shall be made by the Corporation to any Director or officer thereof.
8.3 Checks, Drafts, Etc. All checks, drafts and other orders for the payment of money out of the funds of the Corporation and all notes or other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board.
8.4 Deposits. The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositaries as the Board may select or as may be selected by an officer, employee, or agent of the Corporation to whom such power from time to time has been delegated by the Board.
ARTICLE 9 Indemnification
The Corporation shall indemnify, to the full extent permitted by the Not-for-Profit Corporation Law and applicable law as from time to time in effect, each person who is or was a Director or officer of the Corporation in the event that he or she is or was a party or is threatened to be made a party to, or otherwise requires representation by counsel in connection with, any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding, by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity. The right to indemnification conferred by this Article shall also include the right of such persons to be paid in advance by the Corporation for their expenses to the full extent permitted by the Not-for-Profit Corporation Law and applicable law as from time to time in effect. The right to indemnification conferred on the Directors and officers of the Corporation by this Article shall be a contract right in favor of such Directors and officers, and shall extend to all actions and omissions taken by the Directors and officers of the Corporation after the effective date of this Article.
The Corporation may, by action of its Board of Directors, indemnify each person who is or was an employee or agent of the Corporation in the event that he or she is or was a party or is threatened to be made a party to, or otherwise requires representation by counsel in connection with, any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding, by reason of the fact that he or she is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity.
The rights and authority conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of these Bylaws, the Certificate of Incorporation of the Corporation, agreement, vote of Members or disinterested Directors or otherwise.
Neither the amendment or repeal of this Article, nor the adoption of any provision of these Bylaws, Certificate of Incorporation or of any statute inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any acts or omissions occurring prior to such amendment, repeal or adoption of an inconsistent provision.
The right of indemnification provided for in this Article shall continue as to persons who have ceased to have the status pursuant to which they were entitled or were denominated as entitled to indemnification hereunder and shall inure to the benefit of the heirs and legal representatives of persons entitled to indemnification hereunder.
ARTICLE 10 Books and Records
The Corporation shall keep at the Office of the Corporation or at such other place as the Board may authorize, correct and complete books and records of account and shall keep minutes of the proceedings of the Board, Executive Committee, or other Committee of the Board, if any. Any of the foregoing books, minutes or records may be in written form or in any other form capable of being converted into written form within a reasonable time.
ARTICLE 11 Fiscal Year
The fiscal year of the Corporation shall be determined, and may be changed, by resolution of the Board.
ARTICLE 12 Voting of Shares Held
Unless otherwise provided by resolution of the Board, the President and Chief Executive Officer may, from time to time, appoint one or more attorneys or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose shares or securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes.
With respect to such shares or other securities, such person or persons so appointed may execute or cause to be executed on behalf of the Corporation written proxies, consents, waivers or other instruments as he or she may deem necessary or proper.
The President and Chief Executive Officer may attend any meeting of the holders of such shares or other securities of any such other corporation and thereat vote or exercise any or all other powers of the Corporation as the holder of such shares or other securities of such other corporation.
ARTICLE 13 Amendments
The Certificate of Incorporation and/or these Bylaws may be amended or repealed, in whole or in part, by a majority vote of the Entire Board at any organized meeting of the Board or by unanimous consent of the Board in writing without a meeting pursuant to Section 3.7.8.2 hereof.