1 25 2 http://archives.frny.org/files/original/a5c6361a1a225e39c429ca3ec2351788.pdf 0d66b749f30c864a7a3080d6821a4708 PDF Text Text Front Runner Women Wanted to gather on Saturday, March 20, 7pm at the home of Denise Cuttita & Diane Westerback 698 West End Ave. , 48 (94th ST.) Let's mix, mingle & discuss: What we want from our Club How we can reach out to more women within FRNY and in the Comm.unity In what ways can we support and get more involved in FRNY Bring a snack to share All NYFRs welcome! For more information, call Sandra Levine, (718) 832-3056. � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Other, 1993 Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Front Runner Women Wanted [flyer] Source A related resource from which the described resource is derived Digitized Oct. 31, 2014 Date A point or period of time associated with an event in the lifecycle of the resource 1993 Year:1990s Year:1993 http://archives.frny.org/files/original/b742ccf42fb2896c03ea8f62d666ebf0.pdf 0e95ef4ad1308ba88f4adb36c891602a PDF Text Text JUN 02 '93 04:34PM ANNE KLEIN & CO P.2/10 I I J t SKADOEN, ARF'S, SLATE, MEAGHER & F"t.OM 919 THIRO AVe:NUE NEW YORK 10022-3897 IOIITON CHic.t.GO t.O$ IINGCI.r:S $AN f"RANCISCO (212) '7'3!!1·3¢00 DIACC:r.c.JAI. IZIZ> 738• ~;.:;;~;.~ . WA~HINGTON. 0-C. WILMINGTON Slti.IING SI'U&S&&.a SUOAIOE5T ~· ,.,....,.. llf"U In" HOiiG !lONG r LONDCN June 1, 1993 MOIICCW ~AFtiS l"ffAGU~ $YONE'I' TOKYO TORONtO Mr. David Bell Anne Klein & Co. 205 West 39th Street 13th Floor 1 New York, New York 10018 Re: I Dear David: t Frontrunners Foundation ) Enclosed_please find the original stamped copy of the Cert:Lficate of Incorporation for The Charitable Foundation of F~ontrunners New York, Inc. your 50l(c) (3) application Good luck in t Very truly yours, ~ Richard M. Froehlich \ cc: Robert LaMont I �·.·..- .. '· .:~~·; . ; . : ···, ·/!""· ·. , .. ~.~- ...-:. ,~ .,·. .,.,..,.~ .:.. ~ ·:·. _,.- - ~ (Sl ·- t1 '; N ' ;. ~ •·. ' .~: (Sl A ~ -u 3: • ~ ~ &tatt nf New lnrk } ll.epurtmrnt nf &tatt ss: f· 1l3287-3 1"'1 2 1-1 QO () 0 ·t,_"'__. _ I hereby certify thar I have compared theonnexed copy with the origlnsl documenljiled b.y the Deportment ojState11nd that the same is HAY- 6 1993 Witnen my hand and seal ofthe Department ofState on -- --- ·--· Secretary of Srote -u ~ ...... 005·200 .. I .;- .. F (Sl (1 :r~ll I , . • •.• • ·"-~----_,-· ··::- ······--··· ·· ---· ------1!!-!·".-....... .. l!!!lll'l_lellll,_,____.....,._-:____. . . . . . . . . . . . . . . . .- - - �JUN 02 '93 04:34PM ANNE KLEIN & CO :. ...• . ,: ; .' ~~·.:. - .. .• .. THE CHARITABLE FOUNDATION OF FRONTRUNNERS NEW YORK, INC, Sect ion 402 of the Not- For- Prof it Corp orat ion Law Unde~ \ \ \ The unde rsign ed, a natu ral pers on of the age of corp orat ion purs uant eigh teen or ove r,jde sirin g to form a fit Corp orat ion Law -for -Pro to the prov isio ns ' 0f ~he Not of New York, does ' here by cert ify: 1 The 1. The iname of the Corpo~ation is Inc. Cha ritaof Ne~ York, ble Foun datio n ofiF ront runn ers defi 2. The Corp orat ion is a corp orat ion York ned in Not5) of sect ion 102 of the New subp arag raph (a)( a t~e B corp o- j For- Prof it Corp orat ion Law, and shal l be Prof lt Corp orarati on unde r sect ion 201 of the Not- Fortion Law. 3. The Corp orat ion is formed to cond uct acti vatio nal itie s which are excl usiv ely char itab le ) and educInte rnal of the c)(3 with in the meaning of Sect ion 50l( may be amended from Code of 1986, as the same Revenue g time to time , for the gene ral purp ose of prov idin trea tme nts. i of, the In furt hera nce, but not in limi tatio n the corp onal purp oses , fore goin g char itab le and educ atio ratio n sh,a ll: a. Prov ide goods and supp leme ntal assi stanc e {i.e . food , clot hing and othe r hous ehol d prod ucts ) ~o peop le diag - cy nose d with Acqu ired ~mmune Defi cien ast Syndrome (AIDS), HIV infe ct ion,- ·bre canc er, othe r canc er$ and othe r life thre atin g illne sses ; b. Fost er opp ortu nitie s for athl etic vari acti~ity by the peop le ~ith the 1 1 . l .. . "' 'fl . . ·' 'I I. • �.t JUN 02 '93 04:35PM ANNE KLEIN & CO c. d. P.6/10 ;\ ous diseases discussed in subsection (a) above; and Support other charitable organizations providing assistance to the people with the various diseases discussed in subsection (a) above; and Conduct any and all lawful activities ~hich may be necessary, useful or i desirable for the furtherance, accom~ plishment, or attainment of the foregoing purposes. 4. In furtherance of the foregoing purposes, the Corpor·ation shall have all the general powers enwnerated in sEtction 202 of the Not-For~Profit Corporation Law together ~rith the power to solicit grants and contributions for any corporate purpose and the power to maintain a fund or funds of real or personal property for any corporate .purposes. The Corporation shall have the right to exercise all other powers which are, or hereafter may be, conferred by law upon a corporation organized for the purposes set forth above, or necessary or incidental to the pover~1 so conferred, or conducive to the furtherance thereof. I \ I s. Notwithstanding any other provision of these articles, the Corporation is organized exclusively for charitable and educational purposes as specified in section 50l(c)(3) of the Internal Revenue Code of 1986, as it may be amended, and shall not carry on any activities not permitted to be carried on by a corporation exempt frc:1m federal income tax under Section 50l(c) (3). \ 6. The Corporation is not for.med for pecuniary or for financial gain and no part of its assets, 1ncome or profit shall be distributed to or inure to the benefit of' any private individual. Reasonable compensation, however, may be paid for services rendered to or for the Cc1rporat ion in furtherance of one or more of its purposes. ~rofit l 7. Nothing herein shall authorize the Corporation, directly or indirectly, to engage in or include among its purposes any of the activities mentioned in section 404(b) through (v) of the Not-for-Profit Corporation Law. 8. No substantial part of the activities of ' �JLJN 02 '93 04: 35PM AN'£ KLEIN & CO I the Corpo~ation shall be devoted to carrying on p~opagan­ da, or otherwise attempting to influence legislation (except to the extent authorized by Section 50l(h), as it may be amended, during any fiscal year or years in which the Corporation has · chosen to utili~e the benefits autho· rized by that statutory provision), and the Corporation shall not participate in or intervene (including the publishing or distributing of statements) in any political campai9n on behalf of any candidate for public office. i ' l 9. The office of the Corporation shall be located in New York County, State of New York. 10. The names and addresses of the initial di rectors of the Corporation are as follows: 1 Ma'rty King 517 East 77th Street #4H New York, N.Y. 10021 \ sandra Levine 205 Prospect Avenue Brooklyn, N.Y. 11215 Charle·s Wintczak 2130 Broadway Apt. #415 New York, N.Y. 10023 11. The Secretary of State is hereby designated as agent of the Corporation upon whom process against it may be served. The post office address to which the Secretary shall mail a copy of any process against the Corporation served upon him is: \ The Charitable Foundation of Frontrunners New York, Inc. Box 87 l Ansonia Station I New York, New York 10023 I ~' . ' "}. \ In the event of dissolution, the assets 12~ property of the Corporation remaining after ~ayment and of expenses and the .satisfaction of all liabilit1es shall be distributed as determined by the Board of Directors and as approved by a court of competent jurisdiction for the not-for-profit purposes of the Corporation and/or to such charitable organizations as shall qualify under section 50l(c)(3) of the Internal Revenue Code of 1986, as amended. Any of such assets not so distributed shall be disposed of for such purposes as approved by a Justice of the Supreme Court of the State of New York or such other court having jurisdiction over the. Co~poration. \ / I I �,JUN 02 '93 04:36PM ANNE KLEIN & CO '. I .( P.S/10 IN WITNESS WHEREOF this· Certificate has been si9ned and the statements ade herein are affirmed as 1- true under the penalty of erjury this dD""- day of I /fl?C )./ , t 1993. \ ~ ' .] f f I I I • l' ~ ; ; , ,.\ .. I J .~· ·j 1 ' 1 t f ~· !. ) ' �t r JUN 02 '93 04:36PM ANNE KLEIN & CO .. 1 I ' P.9/10 APPROVAL OF SUPREME COURT JUSTICE KRISTIf't BO.OIH. GLEN , a Justice of the I, of Nev York of the First JudiSupreme Court of the State cial District, in which the office of the Corporatio n is located, approve of the foregoing Certificat e of Incorporation of the The Charitable Foundation of Frontrunne rs New York, Inc. and consent to its filing. 9~ _________ Dated:'MARjJ199 ___ Jus 1ce o t e Supreme Court of the State of New York, First Judicial District i<J1JSTtN BOOTH c ~ .~ , AAt~tN~orH a~"' I \ 'v I s ' �...... lSI ..-4 " lSI ..-4 ll. u. \ · - -~.'l.i ·· ~ · ·:- r~ F I \fE l.. ) . - t. f... " ·-~ · ·· .·~·"";: ·~ 7 - ....... --·· ~· . · .,~, '·B;iii'''~·~.r='~ · .~n~:t::r' . ~;,~~-·q= ~::=~- \ l .................. .. ,.,......,..,; . i 0 -~ 0 i Ar, G 1 or~ ru '93 ~ 0 ~ ~ 0 ~ ~ _____... ,. ... L. =~~ • et;i m THE CHARITABLE FOUNDATION OF FRONTRUNNERS NEW YORK, INC • •. ; '-lz: t;. ...--· ·I 1 I \1~~ """' tij :E ~~~ ..._. E1 {-. ~~:~ V't- ...... ! - 0 ....:....- F :~. >-. o ... < j. 0 00 .. 1 'JiB ""- o• c;J;; '· \ u \ ~ of ~ ..... _._..,,..\I - i CERTIFICATE OF INCORPORATION --.r- -r.:~ -:t 'f ~ n ~- _ _ j Richard M. Froehlich z: ._,-·l....J ~ - - - - :i:J 35th Floor 919 Third Avenue Borough of Manhattan City of New ¥o.rk · New York 100.22 {212) 735-3000 ::::!: ~ a: ~ ~ ~ ~ ._,.~. 5 ... ~ .... -~' "'' _ .,....· ' ,;\;."t . ~~--- . -tn -·· _.~.:;-~lf'S~~......~i;);~ .• .· ~toa;;.:~~;':;~. :~ .... --· 4 ~-----·-·-> -~· - ~~--~""' Li • ~'f x Ii.~. ):~ diiGf;.aM.ii-t· H '·~· •· •t<~: ::J~~£4.~ ~,'!;.~: �(Sl ...-! " "" a.. -- .......-. -- ~ ~ ::1o - 0 : : -·r:·i ~ cn r~ :~ -- 0 ~ un t t 011 fit ·~3 S C.> 1..1) 0 0:,) 0) ~ L.. .... .. . . ·~- CERTIFICATE OF INCORPORATION ~ ~ THE CHARITABLE FOUNDATION OF FRONTRUNNERS NEW YORK, INC. - ' J I Q-'CQ '-J - 0 . m>- ~ ~::.=: < - ~ '· I ~ - ' i i I '~ r ~ ...... t;::E ~} ~~ r1 :··:; ::::.: ..... fb ~ ~ ~ ...,o ·, 8 •t - --- =~~ ~u-~ of --"i ~ n u r !! - -· Richard M. Froehlich 00 z 35th Floor 919 Third Avenue H w '5}_ Borough of Manhattan City of New York w ~ Ne\v York 10022 E (212) 735-3000 ~ ~ !R " &I z ~ _....,r.........,..~• ,,,., • liCi_ftk U~ .f rrffl"i!i# - 1 T fn W'ft:lM~Iif~~~ i:lili!I:'Jsit• - 4 ' ~ ll!t ..~~oF·"' 7 sf' qtff ':.,,, illel ~ "tW ft t r en ·*"it-S~ �' ,. J JUN 02 '93 04:33PM ANNE KLEIN & CO P.l/10 AN N E K L E I N & C 0. ~ I KLEIN GROUP (ACCOUNTING ~EPARTMENT) j FU COVER\ SHBE'.r TO: FROM: COMPANY: DEPARTMENT: FAX #: \ NO OF PAGES: {Includ.ing this ~age) ~~/()~ --------·- If any page of this transmittal is not received please contact the sender at (212) 768-8399 ext: ' t ~ Sender's Fax Nu~er : (2l2) 827-0209 ' hflaHy! I r '• r ~ 205 WEST 39T~-< S'ri'IE!T �~ ::f ' O· - • C;J "• ., i i ·. ~ .. . : .:: i \ ' t. J J I (:._.) ftrR G I 014 0 c.o o-• " '"'- •• ru '93 0 \ l1) ( 0 • ~ m L ., .. !" ' .. . CERTIFICATE OF INCORPORATION I \ i i ~ ~~~M of THE CHARITABLE FOUNDATION OF FRONTRUNNERS NEW YORK, INC. ...,_0) ~ t;i Ol : ""JI ~ .; '-J • ~ >- .."'": <t . ~ f.h ~ _,. - 35th Floor 919 Third Avenue Borough of Manhattan City of New York New York 10022 (212) 735-3000 (n ~ t=o ~ ~== --: ;c::e ~ Richard M. Froehlich I Q ·...,. co tti 1 • (/~ n >·· ~ ~-:t .-: ~ ( "\ . I ,._;.;: I ~;~t! >= c::l ?.I .~ �-- ' , ,. . .: '·5 .. , _,_. . . _ •.? ' :· ' . ~ .....) 1..• . ~· ~. . _, ;-- . THE CHARITABLE FOUNDATION OF FRONTRUNNERS NEW YORK, INC. Und er Sec tion 402 of the No t-F or- Pro fit Cor por atio n Law of the age of The und ersi gne d, a nat ura l per son atio n pur sua nt por a cor eig hte en or ove r, des irin g to form rof it Cor por atio n Law of the No t-fo r-P to the pro vis ion s of New Yor k, doe s her eby cer tify : is The Cha rita 1. The name of the Cor por atio n k, Inc . Yor ble Fou nda tion of Fro ntru nne rs of New def ine d in 2. The Cor por atio n is a cor por atio n Yor k Not of the New sub par agr aph (a)( S) of sec tion 102 ll be a typ e B cor posha For -Pr ofi t Cor por atio n Law, and No t-F or- Pro fit Cor por aer sec tion 201 of the rati on und tion Law. t act iv3. The Cor por atio n is form ed to con ducion al rita ble and edu cat itie s whi ch are exc lus ive ly cha (c)( 3) of the Int ern al wit hin the mea ning of Sec tion 50l may be amended from Rev enu e Code of 198 6, as the same pos e of pro vid ing tim e to tim e, for the gen era l pur trea tme nts . of, the In fur the ran ce, but not in lim itat ion the cor popur pos es, fore goi ng cha rita ble and edu cati ona l rati on sha ll: ass isa. Pro vid e goo ds and sup plem enta l oth er tan ce (i.e . foo d, clo thin g and hou seh old pro duc ts) to peo ple dia gicie ncy nos ed wit h Acq uire d Immune Def,- ·bre ast Syndrome (AID S), HIV inf ect ion can cer , oth er can cer s and oth er life thr eat ing illn ess es: leti b. Fos ter opp ortu niti es for aththe c ivar by the peo ple wit h act ivi ty l �c. d. ous diseases discussed in subsection (a) above; and Support other charitable organizat ions providing assistance to the people with the various diseases discussed in subsection (a) above; and Conduct any and all lawful activities which may be necessary, useful or desirable for the furtheranc e, accomplishment , or attainmen t of the foregoing purposes. 4. In furtheranc e of the foregoing purposes, the Corporatio n shall have all the general powers enumerated in section 202 of the Not-For-P rofit Corporatio n Law together with the power to solicit grants and contributions for any corporate purpose and the power to maintain a fund or funds of real or personal property for any corporate purposes. The Corporatio n shall have the right to exercise all other powers which are, or hereafter may be, conferred by law upon a corporatio n organized for the purposes set forth above, or necessary or incidenta l to the powers so conferred , or conducive to the furtheranc e thereof. 5. Notwithsta nding any other provision of these articles, the Corporatio n is organized exclusive ly for charitable and education al purposes as specified in section 50l(c)(3) of the Internal Revenue Code of 1986, as it may be amended, and shall not carry on any activities not permitted to be carried on by a corporatio n exempt from federal income tax under Section 50l(c)(3) . 6. The Corporatio n is not formed for pecuniary or for financial gain and no part of its assets, 1ncome or profit shall be distribute d to or inure to the benefit of any private individua l. Reasonabl e compensation, however, may be paid for services rendered to or for the Corporatio n in furtheranc e of one or more of its purposes. ~rofit 7. Nothing herein shall authorize the Corporation, directly or indirectly , to engage in or include among its purposes any of the activities mentioned in section 404(b) through (v) of the Not-for-P rofit Corporation Law. 8. No substantia l part of the activities of �the Corpora tion shall be devoted to carrying on propaga nda, or otherwis e attempti ng to influenc e legislat ion {except to the extent authoriz ed by Section SOl{h), as it may be amended, during any fiscal year or years in which the Corpora tion has chosen to utilize the benefits authorized by that statutor y provisio n), and the Corpora tion shall not particip ate in or interven e (includi ng the publishi ng or distribu ting of statemen ts) in any political campaign on behalf of any candidat e for public office. 9. The office of the Corpora tion shall be located in New York County, State of New York. 10. The names and addresse s of the initial directo rs of the Corpora tion are as follows: Marty King 517 East 77th Street #4H New York, N.Y. 10021 Sandra Levine 205 Prospect Avenue Brooklyn , N.Y. 11215 s Charle· Wintczak 2130 Broadway Apt. 1415 New York, N.Y. 10023 11. The Secretar y of State is hereby designa ted as agent of the Corpora tion upon whom process against it may be served. The post office address to which the Secreta ry shall mail a copy of any process against the Corpora tion served upon him is: The Charitab le Foundati on of Frontrun ners New York, Inc. Box 87 Ansonia Station New York, New York 10023 12. In the event of dissolut ion, the assets and property of the Corpora tion remainin g after payment of expense s and the satisfac tion of all liabilit ies shall be distribu ted as determin ed by the Board of Directo rs and as approved by a court of competen t jurisdic tion for the not-for -profit purposes of the Corpora tion and/or to such charitab le organiz ations as shall qualify under Section 50l(c)(3 ) of the Internal Revenue Code of 1986, as amended . Any of such assets not so distribu ted shall be disposed of for such purposes as approved by a Justice of the Supreme Court of the State of New York or such other court having jurisdic tion over the Corpora tion. �.. IN WITNESS WHEREOF this Certific ate has been signed and the statemen ts ade herein are affirmed as day of ;._, true under the penalty of erjury this I jf/?C J.l , aun:.. 1993. ·- - �APPROVAL OF SUPREME COURT JUSTICE BOOTH.GLEN KRISTIN_ , a Justic e of the I, State of New York of the First JudiSuprem e Court of the cial Distr ict, in which the office of the Corpo ration is locate d, approv e of the forego ing Certi ficate of Incorp oration of the The Chari table Found ation of Frontr unner s New York, Inc. and consen t to its filing . ~&-~~ of the Suprem e Court 'MARA( 1993· Dated : _____ _____ ___ Jus~ of the State of New York, First Judic ial Distr ict ~· , _ 1~1JSTIN BOOTH l._t:.IV AAISTIN~oTH GLEN s �rJ:f~f$":? ' ... .,~:~®~~~y,~3~.; ,,.·~ .·.' .~ .·.\' E1) ' . t'\ •·· r ' 1- f · ·~ ~ \' d·i.l ·• ~ =r f ' ~ 0 0 0 Ill ,_ .... • " •• •• !-:, .·:Ara G I D'' ru '93 ~ ..., 0 i .tt ' '~ 0 ~ ~ L. ~··· CERTIFICATE OF INCORPORATION ' 'i .. \ • I "'!" of THE CHARITABLE FOUNDATION OF FRONTRUNNERS NEW YORK, INC • •.,.... ...l"\. . ! ~ ; ~ ~~~fri ~~~ "J i!i c;J '-J;z:~ 0 (0 ~t::.;>­ o:... <t . I ·I ! I 11~1~ 1 :J ·~.; '"=-' ~ ·-· ..-;; .. ex:-~ ~ f1 ~- ., .'. .., r ·-, ..... ·.. -f:;~ Richard M. Froehlich 35th Floor 919 Third Avenue Borough of Manhattan City of New York New York 10022 (212) 735-3000 ( ll ~ >! c:l' n \; ~ 'I 1, - ·-' I �SENT BY: SKADDEN j:RpS 8-10-93 I 8: sa:t1 ; 2127353'747~ SJ:.I:DDII', UPS, SLAT'lil, KIAGJIIa a 212 922 1939;~ I'LOK 919 'l'Blln A.'YDUB IIBW YOU, 1fY 10022 Main Telephone Bo.a Teleo~ No.: 1 J (212) 735•3000 (212) 735-2000 FACSIMILE TRANSMITTAL SH&IiT Please d•liver the Wame: followin~ pagee tot Tina I••elhagher ------------------------------------~•tea Aug 10. 1993 City, New tahona: 972 7Q40 Pax a Prom: York · 922 193 9 ~R~o~b~e~r~t~C~·~L~a~M~o~n~t._______________ _____ Plr/aa •• ~3~9~·~0~5~------ Bzt.a Total numbe~ of page• including this cover• &'~22~9~------ 9 · Th• fac»mle .. lntM1CIN only for we.,, ttw •dchHee named •bove and m1y ~"' ~ prtvteg.. ~~ 4101'1~ . Information. lf vou 1r1 not 'the lnt.n..•d r1olpl1nt of ihl. illoelmle, yeu are ._.by nottllecl ..._, lftY diiMmlnltlan. dlawDnnlan or oopyln1 of 1tU f•celmle le etrlc11y ~ohlbttod, If y1n1 ·.._w twoe~Yt!tt thle fi..Jmla In.,.., pl...• lmnMNiideiY notify WI by t.tephon. •nd ratum the oritiiMI tao.lmh to ua at the addrNe •bove WI the loaeJ ~ ..,._, W• wll relmbw.. any coati you lnaw In nu!lfylng w end r•wrtllnl 'lhe flollml• to ... \ JIISSAQ:Ih ! t f. NEW YORK • BEIJING I BOS'tON • BRUSSELS 1 (lUDAP!ST • CHICAGO 1 FRANKFURT 1 HONG KONG • LONDON • LOI ANO'EL!S MOSCOW • PARIS • PRAGUE I SAN FRANCISCO • SYDNEY 1 TOKYO • TORONTO • WASHINCITON D.C. • WILMINGTON �=eNT BY: SKADDEN ARPS 8-10-93 212?353'?47..., 8:59AM ; 212 922 BY-LAWS OP THB CHARITABLE FOUNDATION OP PRONT RUNNERS N!W YORK, INC. ARTICLE I t!!!! The name of the corporation shall be The Charitable Poundation of Front Runners New York, Inc. ARTICLE II Purpoae The Corporatio n was formed to provide goods, services and support to people diagnosed with Acquired Immune Deficiency Syndrome {AIDS), AIDS related complex (ARC}, HIV infection, breast cancer, all other cancers and other life threet•ning illnesses, to those vbo suffer catastroph ic lo8s and to their families, friends and loved ones. All peop.le receiving assistance from the Corporatio n shall be treated with discretion and confidentiality . ARTICLE Ill MEMBERS The corporatio n shall have no members. ARTICLE IV BOARD or DIRECTORS Section l. Powers and Number. The Board of Directors (referred to here1n as the *Board• or the •aoard of Directors" ) shall have general power to control and manage the affairs and property of the Corporatio n in accordance with the purposes and limitation s set forth in the Certificat e of incorporat ion. The number of directors constitutin g the entire Board after the first annual meetino of the Board of Directors shall be seven. The number may be increosed or decreased by amendment of 1939;~ 2 �SENT BY: SKADDEN ARPS 8-1121-93 s: 59AM ; 212735374?~ 212 922 1939;~ 3 ' the by-la~s. but no decrease shall shorten the term of any incumbent director . Section 2. Election and Term of Office. The initial director s shall be the persons named in the car• tificate of incorpor ation. They shall serve until the first annual meeting of the Board of Director s. The director s shall be elected to hold office far a term of one year. The sale nominees for the board of Director s shell be these people selected by the memDers of Front Runners New York, Inc. (•Front Runners NY") to be that organiza tion's Board of Director s. Director s shall be elected at the annual meeting of the Board of Director s by a majority of the entirt Board and eaeh shall continue in office until his dr her successo r shall have been elected and qualifie d, or until his or her death, resignation or removal. The term of office shall be conc:ur· rent with the term of; off ica far director s of Pront Runners NY. Section 3. Removal. Any director may be removed, far cause, if removed from the Boar~ of Front Runners NY, at any special meetin; of the Board called J for that purpose. Section 4. Resignat ion, Any director may resign from office a . any t1me by deliverin g a resignation in writing to t~e Presiden t, and the acceptan ce of the resignat ion, unless required by its terms, shall not be necessar y to make the resignati on effectiv e. section 5, Vacancies. Any vacancie s on the Board of Director s ar.lis1ng at any time and from any cause may be filled at •ny meeting of the Board of Director s by a majority of the dir,ector s then in offiet, regardle ss of their number, and the director s so elected shall be e member of the Board Qf Front Runners NY and shall serve until the next annual meeting. Section 6.1 Place and Time of Meetings , The meeting of the Board shall be heid at a time and annual place fixed by the Board. The time and pl•e• for holding regular meetings shall be fixed by the Board. Such meetings may be called by the Presiden t or any other two A spe~i'l meeting may be called at any time dire~tors, by the Presiden t or other officer or by written demond of any director . t j ! �SEI'lT BY: SKADDEN ARFS 8-10-93 9: ~ ; 2127353'74'7~ 212 922 Section 7. Notice of Meetints . Notice of the and place of each regular, sptcla or annual meeting time ot the Bo1rd shall be mailed to each director , postage prepaid, aodresse d to him or her at his or her residenc e or usual place of business (or at such other address as he or she may have designate d in a written request filed With the Secretar y), or bf personal delivery , [seven] 1 days before the day on wh1ch the meeting is to be held: provided , however, that notice of special meetings to diseuse matters requiring prompt action may be sent to him or her at such address or by telephon e, no less than twenty-f our hours before the time at which such meeting is to be held. Notice of a meeting need not be given to any director who 1ubmita a signed waiver of notice whether before or after the meeting, or who attends the meeting without protestin g, prior thereto or at its commencement, the lack of notice to him or her. 1 At all meetinga Section 8. s, a rna or ty of the entire Boord of the Board of Director shall constitu te a quorum for t e transacti on of business. Except as otherwis e provided by law or these bylaws, at any meeting of the Board of Director s at whleh a quorum is present, the vote of a majority of the directors present at the time of the vote shell be the act of the Board. Section 9, Action b~ the Board. Any action required or permitte d to be ta en by the Board or by any committe e thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolutio n authoriz ing the action. The resolutio n and the written \consents shall be filed with the minutes of the proceedi ngs of the Board or committee. Par~iclpation of one or more director s by telephone, or particip ation by conferen ce telephon e allowin9 all persons particip ating in the meeting to hear each other at the same time, shall constitu te presence at a meeting. Section 10. Committees of the Board. The Board, by resolutio n adopted by a majority of the entire Board, may establis h and appoint an executiv e committe e and other standing committe es. The Presiden t shall appoint the Chairper son of each committee. Each committee so appointe d shall consist of three or more director s and, to the extent provided in the resolutio n establis h3 1939;~ 4 �SENT BY: SKADDEN ARPS B-10-93 9:01AM ; 212?353'747-+ 212 922 1939:1:* 5 ing it, shall have all the authority of the Board except j as to the following matters: 1, 2. The tilling of vacancies on the Board or on any committee; the amendment or repeal of the by-lava or the adoption of new by-.law&J I I l ' 3. the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable: ana '· the fixing of compensation of the directors for eerving on the Board or any committee. l Ad-hoc committees may be appointed by the President with the consent of the Board and shall have only the powers specifically delegated to them by the Board. j Section 11. Committees of the Corporation. The Boord of Director• may create comm1tteea of tije corporation whose members may consist of members of Front Committees created by the Board of DirecRunners NY. tors shall be appointed by the Preaident of the Corporation with the consent of a majority of the Beard of Di- rectors. ! I ARTICLE V OFFICERS, EMPLOYEES AND AGENTS Section l. Offieers. The officers of the Corporation shall be a President, a Secretary, a Pinance Chairperson, and Men'& and women's Vice Prtaidenta. Each offictT shall be a member of the Board of Directors. ! Eleetion, Term of Office and Removal. The officers of the Corporation shall se elected for one year at the annual meeting of the Board of Directors immediately following the election of directors, and each shall continue in office until hie or her successor sholl have been elected and qualified, or until hls or her death, resignation /Or removal. The nominees for each office shall be those people selected by the members of Front Runners NY for such office. Any officer of the Seetion 2. 4 �!:ENT BY: SKADr:EN ARPS 6-10-93 9:01AM : 2127353747~ 212 922 1939;~ 6 Corporat ion may be removed for cause if removed as an officer of Front lunners NY. Section 3. Other Agents and BmRloyees. The Board of Director s may from t1me to time appoint auch agents and employees :as its shall deem necessar y, each of whom shall hold oftiqe during the pleasure of the Board . of Director s, and sh~ll have such authority , perform auch duties and receive such reasonab le compensation, if any, a& the Board of Director s may from time to time determine • . I · I Section '· Vacancie s. Any vacancy in any may be filled by the Soard of Director s. Any office officer so elected shall hold office until the next annual meeting of the Soard ot Director s ond the election and qualific ation of his or her successo r. Bach officer so elected shall be an 1fficer of Front Runners NY. Section 5. Presiden t; Powers and Duties. The Presiden t shall pres de at ali meetings of the !oard o£ Director s. The Presiden t shall hove the power to call meetings of the aoar~ of Director s. The Prea14en t shell generall y supervis e ~he affairs of the Corporat ion. He or she shall keep the Board of Director s full~ informed . He or she shall thavejthe power to sign in conJunct ion with one other Board member in the name of the Corporation all contract s authoriz ed either generall y or specifically by the Board Qf Director s. The Presiden t aball also have such otherjpow ers and perform such other duties as the Board of Dire~tora may from time to time prescribe. In thejabsen ce or inability of the Presiden t to act, the Vice Presiden t selected by the board shall perform all the dutiea and may exarcise any of the powers of ; the Presiden t, I Section 6. Vice Pretiden ts; Powers an4 Duties. The Vice Presiden ts shall have such powers and perform such duties as the Board of Director s may assign. The vice Presiden ts ahall generall y assist the Presiden t in carrying out respons ibilities . tn the absence of the Presiden t or due to his or her inability to act, the Vice Presiden ts, in the order de•ignat ed by the Board of Directors, shall perform the duties of the Presiden t. Section 7. I Secrettry • Powers and Duties of the Secretar y. The Secretar y shall: ! r ~. 5 ' I if. ..·;·· ~ 't ·. '' '• · · ·~ !, ' 'b; �SENT BY: SKADDEN ARPS 8-10-93 212'7353747~ 9:02AM ; 212 922 a. keep the minutes of all meetings of the Boar4 in books·to be kept for that purpose; b, serve or cause to be served all notices of the Corporat ion; c, maintain the organiza tion's recorda: and perform all duties inc1dent to the office of Secretar y and such other duties as from time to time may be asjignea to him ·or her by the Bo1rd. Section 8. Pi.nance Chairper sonl Powers ancl Duties. The Finance chairpers on shall keep or cause to be kept complete and accurate accounts of receipts and disbursem ents of the corporat ion, and shall depoait all monies and other valuoble effects of the Corporat ion in the name end to the cre~it of the Corporat ion in such the Board of Director s may desbanks or deposito ries ignate. Whenever required by the Boar4 of Director s, be or she shall at all reasonab le times exhibit the books and accounts to any officer of director of the Corporation, and shall perform all dutiea incident to the office of Pinance Chairpeqson, and such other duties aa shall from time to timeJbe assigned to him or her by the Board of Director s. An~uallYr at a meeting of the Boar4 of Director s, the Finance Chairper son shall present a report shoving in appropri &tt detail: (1) the aaaata and liabilit ies of the CorPQrat ion as of a twelve month fi •cal period terminat ing ~ot more than six months prior to the meetingr (2) the pr~ncipel changes in assets and liabilit ies during thatlfisc al period1 (3) the reveRues or receipts of the Corpqration, both unrestri cted and restricte d to particula q purposes , for thet fiscal period: and (') the expenses or disbursem ents of the Corporetion, for both general and restricte d purposes , during said fiscal period. In addition , the Finance Chairper son shall provide the Board with quarterl~ reports detailin g income and expenditures~ The report shall be filed with the minutes of a meeting of the Board. The report to the Board may consist of a verified or certified copy of any report by the Corporat ion to the Internal Revenua Service or the Attorney General of the Stateof New York which includes the informat ion hereinabo ve specifie d. The Finance Chairper son ahall, if required bf the loard of Director s, give such security for the fa1thful performance of his or her duties as tha Board of Director s may require. d. 1 a• 1 6 1939:~ 7 �SENT BY: SKADDEN t=:RPS 8-10--93 212'7353747~ 9: 03i=t'1 ; 212 922 1939;~ 8 ARTICLE VI CONTRACTS r CHICKS, BANK ACCOUN'l'S ANI) I NVESTM&NTS Section 1. Cheeks 1 Notes and Contrac ts. The Soard of Directo rs is author1 zed to select the banks or deposi tories it deems proper for the funds of the corporation. The Board of Directo rs shall determi ne vho ahall be authori zed from time to time on the Corpor ation's behalf to sign checks, drafts or other order• for the payment of money, accepta nce, notes or other evidenc e or indebte dness, to enter into contrac ts or to execute and deliver other documents and instrum ents. All checks, notes and contrac ts must be approved by the loard and will require tvo aignatu res from Directo rs. I Section 2, lnve&tments. The funds of the Corpora tion may be retaine d 1n whole or in part in cash or be investe d and reinves ted from time to time in such propert y, real, persona l or otherwi se, incl~ding stock•, bonds or other securit ies, aa the Board. of Direeto rs may deem desirab le. ' ARTICLE VII OPPIC! AND BOOKS 1 Section 1. Office, The office !of !the Corpora .. tion shall be located at such place as the Board of Dls rector_ may from tfnae to time determi ne. Section ~- Soaks. There shall be kept at the , of the corpora tion correet books of account of the office activit ies ana tra~aactions of the Corpor ation, includi ng a minute book, which shall contain a copy ,of . tha certifi cate ol ineorporat~on, a copy of these by-laws, and all minutes of meeting~ of the Board of Directo ra. ART I CL!: VII I FISCAL. YEAR The fiscal yeac- of the Corpora tion! shall be determi ned by the Board of Directo rs. i 7 f. ,·. h~ li~_..·; f ~r ' . W �SENT BY: SKADDEN ARPS 8-10-93 9:04AM ; 2127353747~ 212 922 ARTICLE IX ENDEMNIFICATION The Corporation may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator or intestate vaa a director, officer, employee or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expen&es, including attorneys• fees. ARTICLE X AMENDMENTS These by•laws may be amended at any meeting of the Boord of nirectors by o two-thirds vote of the entire Board of Directors except that any amendment which increases the quorum requirement or the proportion of votes neeessary for the transaetion of business or of any spec~ ified item of business must be authorized by a vote of two-thirda of the entire Board. 8 1939;~ 9 � http://archives.frny.org/files/original/ad1e0c3f655409fc8b3f17e83614b7b2.jpg 587daca4476f59fe890871be1c869c20 http://archives.frny.org/files/original/d0280271dd7e05aab58c3335ed2f5b45.jpg 6870051407c8f49e4d9285c077703f73 Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Other, 1993 Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Charitable Foundation incorporation documents Source A related resource from which the described resource is derived Digitized Oct. 31, 2014 Date A point or period of time associated with an event in the lifecycle of the resource 1993 Year:1990s Year:1993