As Amended and Restated August 8th, 2023

Section 1 – WHO WE ARE

The Bocain Foundation, Incorporated is a nonprofit operating in New York State in 2023. We may refer to The Bocain Foundations, Incorporated as “The Bocain Foundations” in our writing throughout the remainder of the bylaws and on our website and promotional materials. 

Section 2 – OUR MISSION

The Bocain Foundation is dedicated to the preservation and protection of the environment and natural wildlife habitats that are under imminent threat from real estate development and the impending challenges of climate change. 

Our organization is committed to fostering awareness, advocating for sustainable practices, and engaging in impactful conservation efforts to ensure a thriving planet for future generations.

Section 3 – BOARD OF DIRECTORS

(a) Composition. The Board of Directors shall consist of not less than 3 nor more than 7 members, including the Executive Director, as determined by the Board. 

(b) Functions. The Board of Directors is responsible for all activities and policy decisions for The Bocain Foundation.

(c) Terms. Members of the Board shall be elected for terms that last for two consecutive calendar years. There are no limits on the number of terms a member may serve. 

(d) Leave of Absence. A member of the Board of Directors may, with the approval of the Board of Directors, take a leave of absence for a period as determined by the Board. The member taking the leave of absence will not be eligible for voting and not required to attend meetings.

Section 4 – OFFICERS & DUTIES

(a) Executive Director – The Executive Director is in charge of day to day operations of The Bocain Foundation.

(b) Secretary. The Secretary is responsible for logging minutes from our Board of Directors meetings along with administrative duties. 

(c) Treasurer. The Treasurer is responsible for advising the Board of Directors about financial matters and potential fundraising opportunities.

Section 5 – MEETINGS

(a) Meeting Frequency. There will be an annual meeting of the Board of Directors as scheduled by the Executive Director. Any board member may request a meeting at any time as long as a majority of board members agree to the request. 

(b) Meeting Notices. Reasonable notice shall be given for meetings to all board members. 

(c) Meeting Attendance. Any board members may choose to attend the meeting in person or over video conference chat. 

Section 6 – NOMINATIONS AND ELECTIONS

(a) Nomination of Executive Director. At the first meeting of the calendar year, the existing board may vote on the Executive Director position. Nominations should be announced at least 3 days ahead of the first meeting.  Voting may take place in-person or over video conference.

(b) New Board Members.  At the first meeting of the calendar year, existing board members may nominate a new candidate for the Board of Directors.  A simple majority is required to appoint the nominee to the board. 

(c) Empty Positions. The Board of Directors may appoint a person to fill any vacated or empty positions until the next voting meeting. At that time, the person must be formally nominated and voted on to remain on the board.

(d) Adding Positions. At the start of any calendar year, the Executive Director can open a special election to vote on whether or not to create new positions in the organization. If the board members vote yes, another election will be held to appoint a Secretary and Treasurer.

Section 7 – FISCAL POLICIES

(a) Fiscal Year. The fiscal year for all business transactions of The Bocain Foundation shall be from January 1 of one year through December 31 of the following year.

(b) Disbursements. Disbursements shall be made only in accordance with a specific authorization, or a general budget approved by the Board of Directors and on such terms, including appropriate provisions for bonds, as may be established by the Board.

Section 8 – INDEMNIFICATION

Any Board member of The Bocain Foundation, or individuals volunteering their time or services shall be immune from civil liability to the extent provided by applicable law. 

The Bocain Foundation may indemnify Board members as required in accordance with the law. The Bocain Foundation shall have the right to select attorneys and to approve any settlements or legal expenses incurred in connection with any suit, action or proceeding to which this indemnification applies.

Section 9 – BYLAW AMENDMENTS

These bylaws may be amended by two-thirds vote of the members of the Board of Directors in office, upon written notice at least seven days prior to any meeting of the Board of Directors.