Section 1. Membership. Membership shall be open to not for profit organizations participating in disaster relief and planning efforts on Staten Island.
Section 2. Membership Dues. The Board of the Corporation (the “Board”) may establish such other criteria for Membership, including a schedule of dues, as they deem appropriate.
Section 3. Classes of Membership.
The Staten Island Long Term Recovery Organization has two classes of members:
Voting members must attend a minimum of one meeting per year (inclusive of general, board, steering, and committee meetings) to demonstrate their active work on behalf of the mission of the LTRO.
Non-voting members may be organizations or elected officials and will be invited to all meetings but do not have to attend meetings to retain their non-voting membership status.
Section 4. Meetings. The annual meeting of the Members (the “Annual Meeting of the Members”) for the election of the Directors and for the transaction of such other business as may come before the Members, including the delivery of a financial statement (explicitly referenced in statute) shall be held each year at the place (which may be either within or outside the State of New York), time and date, in the month of [month], as may be fixed by the Board, or, if not so fixed, as may be determined by the President of the Board. Special Meetings shall be held whenever called by resolution of the Board, the President of the Board, the Executive Director, or by a written demand to the Secretary of ten percent of the Members eligible to vote. The Secretary upon receiving the written demand or resolution shall promptly give notice of such meeting as provided below, or if the Secretary fails to do so within five business days thereafter, any member signing such demand may give such notice.
Section 5. Notice of Meetings. Written notice of the place, date and hour of any meeting (other than the Annual Meeting of the Members) shall be given to each member entitled to vote at such meeting by email or mailing the notice by first class mail, postage prepaid, or by personal delivery, not less than ten nor more than fifty days before the date of the meeting. Notice of special meetings shall indicate the purpose for which they are called and the person or persons calling the meeting.
Section 6. Quorum, Adjournments of Meetings. At all meetings of the Members, ten percent (10%) of the Members eligible to vote (or 100 Members eligible to vote, whichever is less), present in person or by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, the Members present in person shall adjourn the meeting from that time until a quorum is present. Notice of the new meeting is not required if the time and place for the new meeting is announced at the meeting at which the adjournment is taken, and at the new meeting any business may be transacted which might have been transacted at the meeting as originally called.
Section 7. Organization. The President of the Corporation shall preside at all meetings of the Members or, in the absence of the President, an acting President shall be chosen by the Members present. The Secretary of the Corporation shall act as Secretary at all meetings of the Members, but in the absence of the Secretary, the presiding Member may appoint any person to act as Secretary of the meeting.
Section 8. Voting. At any meeting of the Members, each Member present, in person or by proxy, shall be entitled to one vote. Upon demand of any member, any vote for Directors or upon any question before the meeting shall be by ballot. The record eligibility of voting rights shall be set 30 days before the date of the meeting.
Section 9. Proxy. Every member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize another voting Member or Members to act for such member by proxy. Every proxy must be in writing and signed by the Member or the Member’s duly authorized officer, director, employee or agent. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law. For the purposes of conducting meetings, all proxies shall be delivered to the Secretary or, upon the absence of the Secretary, the presiding Member appointed to act as secretary of the meeting.
Section 10. Action by the Members. Except as otherwise provided by statute or by these Bylaws, any corporate action authorized by a majority of the votes cast at a meeting of Members shall be the act of the Members. Action may be taken without a meeting on written consent, setting forth the action to be taken, signed by all of the Members.
Section 11. Adoption of the Bylaws. The Board shall call for a Special Meeting of the Members to adopt the bylaws (or the bylaws may be adopted at the Annual Meeting of the Members). The proposed bylaws are to be circulated to the Members no later than 30 days prior to the Annual Meeting or Special Meeting of the Members to adopt the bylaws. A majority of the votes cast at the Annual Meeting or the Special Meeting of the Members to adopt the bylaws shall be the act of the Members.
Section 12. Special Actions Requiring Vote of Members: The following corporate actions may not be taken without approval of the Members:
(a) a plurality of the votes cast at a meeting of the Members is required for the election of the Directors of the Corporation;
(b) a majority of the votes cast at a meeting of the Members is required for (1) any amendment of the certificate of incorporation, or (2) a petition for judicial dissolution;
(c) two-thirds of the votes cast at a meeting of the Members is required for (1) disposing of all, or substantially all, of the assets of the Corporation, (2) acquisition or disposition of any real property of the Corporation (3) approval of a plan of merger, (4) authorization of a plan of non-judicial dissolution, or (5) revocation of a voluntary dissolution proceeding, provided, however, that the affirmative votes cast in favor of any action described in this subsection (c) shall be at least equal to the minimum number of votes necessary to constitute a quorum. Blank votes or abstentions shall not be counted in the number of votes cast.
The principal office of the Corporation shall be in the Richmond County State of New York. The Corporation may also have offices at such other places as the Board may from time to time determine or the business of the Corporation may require.
Section 1. Powers and Duties. The Board shall have general power to control and manage the affairs and property of the Corporation subject to applicable law and in accordance with the purposes and limitations set forth in the Certificate of Incorporation and herein.
(a) The Board may:
(i) Appoint and discharge advisors and consultants who have skills necessary or helpful to the Corporation.
(ii) Employ and discharge persons for the furtherance of the purposes of the Corporation.
(iii) Exercise all other powers necessary to manage the affairs and further the purposes of the Corporation in conformity with the Certificate of Incorporation and these Bylaws.
(b) The Board shall:
(i) Direct the President and Treasurer of the Corporation to present at the Annual Meeting of the Board a financial report, verified by the President and Treasurer or a majority of the Directors, or certified by an independent public accountant or certified public accountant or a firm of such accountants selected by the Board. This report shall be filed with the records of the Corporation and a copy or abstract thereof entered in the minutes of the proceedings of the Annual Meeting of the Board.
(ii) Select all officers for the Corporation and approve the members of any standing committee appointed by the President.
Section 2. Number. The number of Directors constituting the entire Board shall be not less than three. Subject to such minimum, the number of Directors may be increased or decreased from time to time, by resolution of the Board, but such action by the Board shall require a vote of a majority of the entire Board and no decrease shall shorten the term of any incumbent (is the right term incumbent or current) Director.
Section 3. Election and Term of Office. The initial Directors shall be the persons named in the Certificate of Incorporation and shall serve until the first Annual Meeting of the Members. The Directors shall be elected by a plurality of the votes cast by the Members at the Annual Meeting of the Members or by Membership action without a meeting pursuant to the rules for action by Members as stated in these Bylaws. The Directors shall hold office for 3 year terms; provided, however, that any Director elected to fill an unexpired term (whether resulting from the death, resignation or removal or created by an increase in the number of Directors) shall hold office until the next Annual Meeting of the Members at which the election of Directors is in the regular order of business and until his successor is elected or appointed and qualified. Directors may be elected to any number of consecutive terms. [
Section 4. Qualification for Directors. Each Director shall be at least 18 years of age.
Section 5. Classification of Directors. At the first Annual Meeting of the Members at which the election of Directors is in the regular order of business, the Directors shall be divided into three equal as possible classes with 1/3 Directors in the first class, 1/3 Directors in the second class, and 1/3 Directors in the third class. The term of office of the first class shall expire at the first Annual Meeting of the Members following the annual meeting at which Directors are first designated into classes. The term of office of the second class shall expire at the following annual meeting and the third class at the third annual meeting after the annual meeting at which Directors are first designated into classes. At each annual meeting after Directors are first designated into classes, Directors shall be elected for a term of three years to replace those whose terms shall expire.
Section 6. Removal. Any Director may be removed at any time for cause by a vote of Directors then in office at a regular meeting or special meeting of the Board called for that purpose; [provided that there is a quorum of not less than a majority present at such meeting; provided further that at least one week’s notice of the proposed action shall have been given to the entire Board then in office. Missing three consecutive meetings of the Board unless a majority of the Directors has excused such Director from attendance due to extreme circumstance(s) may constitute cause.] Any Director can be removed at any time with our without cause by a vote of the Members.
Section 7. Resignation. Any Director may resign from the Board at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Corporation or the President. The acceptance of a resignation by the Board shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a Director.
Section 8. Vacancies and Newly Created Directorships. Any newly created Directorships and any vacancies on the Board arising at any time and from any cause may be filled at a meeting of the Members by a plurality of the votes cast at a meeting of the Members. The Directors so elected shall serve until the next Annual Meeting of the Members at which the election of Directors is the regular order of business and his or her successor is elected or appointed or qualified. A vacancy in the Board shall be deemed to exist on the occurrence of any of the following:
(a) the death, resignation or removal of any Director;
(b) an increase in the authorized number of Directors by resolution of the Board; or
(c) the failure of the Members, at any annual or other meeting of Members, at which any one or more Directors are to be elected, to elect the full authorized number of Directors to be voted for at that meeting.
Section 9. Meetings. Meetings of the Board may be held at any place as the Board may from time to time fix. The Annual Meeting of the Board shall be held in [month] of each year or at a date, time and place fixed by the Board at such time the Board shall receive an annual report (the “Annual Meeting of the Board”). The Annual Meeting of the Board in each year shall be held immediately following the Annual Meeting of the Members. Other regular meetings of the Board shall be held no less than 3 times evenly spaced during the year at a time and place fixed by the Board. Special meetings of the Board shall be held whenever called by the President of the Board, the Executive Director or any Director upon written demand of not less than three Directors of the Board, in each case at such time and place as shall be fixed by the person or persons calling the meeting.
Section 10. Notice of Meetings. Regular meetings may be held without notice of the time and place if such meetings are fixed by the Board. Notice of the time and place of the Annual Meeting of the Board, each regular meeting not fixed by the Board and each special meeting of the Board (which notice shall, in the case of each annual and special meeting, be accompanied by a written agenda setting forth all matters upon which action is proposed to be taken) shall be (i) delivered to each Director by e-mail or facsimile at least five (5) days before the day on which the meeting is to be held; or (ii) mailed to each Director, postage prepaid, addressed to him or her at his or her residence or usual place of business (or at such other address as he or she may have designated in a written request filed with the Secretary at least seven (7) days before the day on which the meeting is to be held). To discuss matters requiring prompt action, notice of special meetings may be sent to each Director by e-mail, facsimile, or telephone, or given personally, no less than forty-eight hours before the time at which such meeting is to be held, unless the meeting must be held within forty-eight hours. Notice of a meeting need not be given to any Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. No notice need be given of any adjourned meeting.
Section 11. Quorum. Unless a greater proportion is required by law, [in the case of a board of fifteen Directors or less, the quorum shall be one-third of the entire number of Directors; and in the case of a board of more than fifteen Directors, the quorum shall be five Directors plus one additional director for every ten Directors (or fraction thereof) in excess of fifteen] the quorum shall be a majority of the Directors of the Board.
Section 12. Voting. Except as otherwise provided by law or these Bylaws, at any meeting of the Board at which a quorum is present, the affirmative vote of a majority of the Directors present at the time of the vote shall be the act of the Board. If at any meeting of the Board there shall be less than a quorum present, the Directors present may adjourn the meeting until a quorum is obtained. Any one or more Directors of the Board or any committee thereof may participate in a meeting of the Board or committee by means of telephone or similar communications equipment provided that all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. The following acts of the Board require the affirmative vote of at least two-thirds (2/3) of the entire Board:
(a) a purchase, sale, mortgage or lease of real property of the Corporation;
(b) a sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation;
(c) approval of a plan of merger;
(d) authorization of a plan of non-judicial dissolution;
(e) revocation of a voluntary dissolution proceeding; or
(f) an alteration to these Bylaws or Certificate of Incorporation of the Corporation that would increase the quorum requirement or vote requirement to greater than a majority of the Board present at the time of the vote.
Section 13. Action by the Board. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all Directors of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Directors of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.
Section 14. Compensation. No compensation of any kind shall be paid to any Director for the performance of his or her duties as Director. Subject to Article XII below (Conflicts of Interest Policy) provided that there is full disclosure of the terms of such compensation and the arrangement has been approved by the Board, this shall not in any way (i) limit reimbursement of or payment for services provided to the Corporation by the Director in any capacity separate from his or her responsibilities as a Director, or (ii) by any organization with which a Director is affiliated.
OFFICERS, EMPLOYEES AND AGENTS
Section 1. Number and Qualifications. The Officers of the Corporation shall be a President, a Secretary, a Treasurer and such other Officers, if any, including one or more Vice Presidents, as the Board may from time to time appoint. One person may hold more than one office in the Corporation except that no one person may hold the offices of President and Secretary. The President shall be a director of the Board. The other Officers may, but need not, be Directors of the Board. No instrument required to be signed by more than one Officer may be signed by one person in more than one capacity.
Section 2. Election and Term of Office. The Officers of the Corporation shall be elected for a one-year term at the Annual Meeting of the Board, and each shall continue in office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.
Section 3. Employees and Other Agents. The Board may from time to time appoint such employees and other agents as it shall deem necessary, each of whom shall hold office at the pleasure of the Board, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board may from time to time determine. To the fullest extent allowed by law, the Board may delegate to any employee or agent any powers possessed by the Board and may prescribe their respective title, terms of office, authorities and duties.
Section 4. Removal. Any Officer, employee or agent of the Corporation may be removed with or without cause by a vote of the majority of the entire Board.
Section 5. Vacancies. In case of any vacancy in any office, a successor to fill the unexpired portion of the term may be elected by the Board.
Section 6. President: Powers and Duties. The President shall preside at all meetings of the Board and the Executive Committee. The President shall have general supervision of the affairs of the Corporation and shall keep the Board fully informed about the activities of the Corporation. He or she has the power to sign and execute alone in the name of the Corporation all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature. The President shall perform all the duties usually incident to the office of the President, and shall perform such other duties as from time to time may be assigned by the Board.
Section 7. Vice-President: Powers and Duties. A Vice President shall have such powers and duties as may be assigned to him or her by the Board. In the absence of the President, the Vice President(s), in the order designated by the Board, shall perform the duties of the President.
Section 8. Secretary: Powers and Duties. The Secretary shall keep the minutes of the Annual Meeting of the Board and all meetings of the Board in books provided for that purpose. He or she shall be responsible for the giving and serving of all notices of the Corporation and shall perform all the duties customarily incidental to the office of the Secretary, subject to the control of the Board, and shall perform such other duties as shall from time to time be assigned by the Board.
Section 9. Treasurer: Powers and Duties. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation, and shall deposit or cause to be deposited all moneys, evidences of indebtedness and other valuable documents of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board may designate. At the Annual Meeting of the Board, he or she shall render a report of the Corporation’s accounts showing in appropriate detail: (a) the assets and liabilities of the Corporation as of a twelve-month fiscal period terminating not more than six months prior to the meeting; (b) the principal changes in assets and liabilities during that fiscal period; (c) the revenues or receipts of the Corporation, both unrestricted and restricted to particular purposes during said fiscal period; and (d) the expenses or disbursements of the Corporation, for both general and restricted purposes during said fiscal period. Such report shall be filed with the minutes of the annual meeting of the Board. The report to the Board may consist of a verified or certified copy of any report by the Corporation to the Internal Revenue Service or the Attorney General of the State of New York which includes the information specified above. The Treasurer shall, at all reasonable times, exhibit the Corporation’s books and accounts to any Officer or Director of the Corporation, and whenever required by the Board, render a statement of the Corporation’s accounts, and perform all duties incident to the position of Treasurer, subject to the control of the Board.
Section 10. Compensation. Any Officer who is not a Director but is an employee or agent of the Corporation is authorized to receive a reasonable salary or other reasonable compensation for services rendered to the Corporation as an employee or agent when authorized by a majority of the entire Board, and only when so authorized.
Section 11. Sureties and Bonds. In case the Board shall so require, any Officer or agent of the Corporation shall execute for the Corporation a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of his or her duties to the Corporation and including responsibility for negligence and for the accounting for all property or funds of the Corporation that may come into his or her hands.
A standing committee is one that will have responsibilities on an ongoing basis. There may be standing committees of the Board, as follows:
(a) Executive Committee. An Executive Committee which shall consist of at least three Directors, one of whom shall be the President of the Board, who shall also serve as President of the Executive Committee. The other members of the Executive Committee shall be appointed by the President, subject to the approval of the Board. The Executive Committee shall have all the authority of the Board except as to the following matters:
(i) the submission to Members of any action requiring Members’ approval;
(ii) the filling of vacancies on the Board or on any committee;
(iii) the amendment or repeal of the Bylaws or the adoption of new Bylaws;
(iv) the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable; and
(v) the fixing of compensation of the Directors for serving on the Board or any committee.
(b) Finance and Audit Committee. A Finance and Audit Committee which shall consist of at least three (3) Directors, one of whom shall be the Treasurer. [The Treasurer shall not serve as chairperson of such committee.] The other members of the Finance and Audit Committee shall be appointed by the President of the Board, subject to the approval of the Board. The Finance and Audit Committee shall advise the Treasurer and the Board in regard to the investments and general fiscal policy of the Corporation. The Finance and Audit Committee shall also be responsible for oversight of the Corporation’s outside auditors and oversight of the Corporation’s internal fiscal controls and financial reporting.
(c) Other Committees. The Board, by resolution adopted by a majority of the entire Board, may establish and appoint other standing committees or special committees of the Board consisting of at least three Directors with such powers and duties as the Board may prescribe. The members of such committees shall be appointed by the President of the Board, subject to the approval of the Board. A special committee is one limited in responsibilities by duration or by project.
Section 1. Powers. The Board may appoint from time to time any number of persons as advisors of the Corporation to act either singly or as a committee or committees of the Corporation. Each advisor shall hold office during the pleasure of the Board and shall have only the authority or obligations as the Board may from time to time determine.
Section 2. No Compensation. No advisor to the Corporation shall receive, directly or indirectly, any salary or compensation for any service rendered to the Corporation, except that the Board may authorize reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the Corporation.
CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS
Section 1. Checks, Notes and Contracts. The Board is authorized to select the banks or depositories it deems proper for the funds of the Corporation and shall determine who shall be authorized on the Corporation’s behalf to sign checks, drafts or other orders from the payment of money, acceptances, notes or other evidences of indebtedness, to enter into contracts or to execute and deliver other documents and instruments.
Section 2. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board may deem desirable.
There shall be kept at the office of the Corporation correct books of account of the activities and transactions of the Corporation including the minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these bylaws, and all minutes of meetings of the Members and of the Board.
The fiscal year of the Corporation shall be determined by the Board.
INDEMNIFICATION AND INSURANCE
Section 1. Indemnification. The Corporation shall, 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 or she or his or her testator was a Director, officer, employee or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys fees. No indemnification may be made to or on behalf of any such person if (a) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty and were material to such action or proceeding or (b) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled in the transaction or matter in which indemnification is sought.
Section 2. Insurance. The Corporation shall have the power to purchase and maintain all insurance policies deemed to be in the best interest of the Corporation including insurance to indemnify the Corporation for any obligation which it incurs as a result of its indemnification of Directors, officers and employees pursuant to Section 1 above, or to indemnify such persons in instances in which they may be indemnified pursuant to Section 1 above.
These Bylaws may be amended or repealed by the Members of the Corporation at a meeting duly called for the purpose of altering these Bylaws. Any amendment or repeal of these Bylaws is authorized only at a duly called and held meeting of the Members for which written notice of such meeting, setting forth the proposed alteration, is given in accordance with the notice provisions for special meetings set forth in Article I, Section 5 of these Bylaws.
CONFLICTS OF INTEREST, CONTRACTS
AND SERVICES OF DIRECTORS AND OFFICERS
Section 1. Disclosure. (a) Prior to the election to the Board, and thereafter on an annual basis, all Directors shall disclose in writing, to the best of their knowledge, any Interest (as defined below) such Director may have in any corporation, organization, partnership or other entity which provides professional or other goods or services to the Corporation for a fee or other compensation, and any position or other material relationship such Director may have with any other not-for-profit corporation with which the Corporation has an attorney-client or other business relationship (collectively, a “Conflict of Interest”). A copy of each disclosure statement shall be available to any Director of the Corporation on request.
(b) If at any time during his or her term of service, a Director acquires any Interest or otherwise a circumstance arises which may pose a Conflict of Interest, that Interest or other Conflict shall be promptly disclosed in writing to the Chairman of the Board.
(c) When any matter for decision or approval comes before the Board or any committee of the Board in which a Director has an Interest or Conflict of Interest, that Interest or Conflict of Interest shall be immediately disclosed to the Board or relevant Committee by that Director.
Section 2. Definition of “Interest”. Whether a Director has an Interest in an entity shall be determined by whether that Director would derive a significant individual economic benefit, either directly or indirectly, from any transaction or relationship involving such entity or any decision on a matter involving such entity by the Board or a committee. The fact that an entity may take positions on legislative matters of general impact shall not constitute an Interest or Conflict of Interest.
Section 3. Voting. No Director shall vote on any matter in which he or she has an Interest or a Conflict of Interest.
Section 4. Non-Participation. Any Director who has an Interest or a Conflict of Interest in a matter shall leave the room in which discussion regarding that matter is carried on, if so requested by the Board or the relevant Committee; provided, however, that the interested Director may participate in any discussion regarding his or her absence and the interested Director shall be given an opportunity to disclose and explain the interested transaction to the Board prior to the Board discussion and vote on the transaction without the presence of the interested Director.
Section 5. Attempts to Influence. Directors shall not attempt to influence other Directors regarding matters in which they have an Interest or Conflict of Interest, without first disclosing that Interest or Conflict of Interest.
Section 6. Contract Review Committee. The Board may, in its discretion establish a Contract Review Committee consisting of at least three (3) Directors to review any contract that is proposed for approval by the Board respecting which a Director may have a Conflict of Interest (an “Interested Party Contract”). If no Contract Review Committee has been duly appointed, at any time, the Board or another committee so authorized by the Board (not including the Directors having an interest in Interested Party Contract) shall serve such role. The Contract Review Committee or Board shall review the Interested Party Contract and determine whether to authorize the Interested Party Contract; provided that if the Interested Party Contract is of a magnitude that it would otherwise require Board approval, the Contract Review Committee shall submit the Interested Party Contract to the Board with its recommendation whether or not to approve it. The Contract Review Committee or the Board must approve an Interested Party Contract by a majority vote of the disinterested Directors entitled to vote on the matter.
In all of its dealings, neither the Corporation nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, ethnicity, national origin, marital status, sexual preference, mental or physical disability or any category protected by law.
REFERENCE TO CERTIFICATE OF INCORPORATION
References in these Bylaws to the Certificate of Incorporation shall include all amendments thereto or changes thereof unless specifically excepted in these Bylaws. In the event of a conflict between the Certificate of Incorporation and these Bylaws, the Certificate of Incorporation shall govern.