Board of Directors
Board of Directors- 2010
Vincent Gleason Jr.- Executive Director
Email director@therun4life.org
TheRun4Life Board of Directors
John Miller (President) Email president@therun4life.org
Michael Emmart (Vice President) vice_president@therun4life.org
Jamie Gleason (Secretary) secretary@therun4life.org
Laurie Guzewicz (Treasurer) treasurer@therun4life.org
Jeremy West
Dr. Brian Landers
Molly English-Bowers
Wendy Phillips
Scott Harris
Craig Clark
Stephanie Murray
Alternates & Members of Interest:
David Bachman- Consultant
Michelle Burroughs- Writer
David Tehan- Legal
Terry Beyor- Accounting
Kip Murray- Web Consultant www.kipmurray.com
Ron Moser- DC Regional Consultant
NYS Board Member Guidelines:
Section 701:
§ 701. Board of directors.
(a) Except as otherwise provided in the certificate of incorporation,
a corporation shall be managed by its board of directors. Each director
shall be at least eighteen years of age; provided, however, that a
member of the board of directors of any girl scout council chartered by
Girl Scouts of the United States of America, Inc., or any Camp Fire
Girls club member serving as a member of the board of directors on the
National Board and National Council of Camp Fire Girls, Inc. or on the
local board of the Camp Fire Girls, Inc. or any member of Aspira of
America Inc. or Aspira of New York Inc. serving on the board of
directors, shall be at least sixteen years of age. Notwithstanding the
above, a corporation organized for educational purposes primarily for
the benefit of individuals below eighteen years of age may include one
director below eighteen years of age who is at least sixteen years of
age. Further, a corporation organized for recreational or youth
development and delinquency prevention purposes primarily for the
benefit of individuals below eighteen years of age may include one or
more directors, the number of which shall not exceed one-half of the
total number of directors for a quorum for the transaction of business,
who are at least sixteen years of age but not over eighteen years of
age. The certificate of incorporation or the by-laws may prescribe other
qualifications for directors, provided, however, any corporation
organized for recreation or youth development and delinquency prevention
purposes, when increasing the number of directors between the ages of
sixteen and eighteen years old to more than one, shall prescribe in its
certificate of incorporation the number of such directors not to exceed
the limitations of this paragraph.
(b) If the certificate of incorporation vests the management of the
corporation, in whole or in part, in one or more persons other than the
board, individually or collectively, such other person or persons shall
be subject to the same obligations and the same liabilities for
managerial acts or omissions as are imposed upon directors by this
chapter.
§ 702. Number of directors.
(a) The number of directors constituting the entire board shall be not
less than three. Subject to such limitation, such number may be fixed by
the by-laws or, in the case of a corporation having members, by action
of the members or of the board under the specific provisions of a by-law
adopted by the members. If not otherwise fixed under this paragraph, the
number shall be three. As used in this article, "entire board" means the
total number of directors entitled to vote which the corporation would
have if there were no vacancies.
(b) The number of directors may be increased or decreased by amendment
of the by-laws or, in the case of a corporation having members, by
action of the members, or of the board under the specific provisions of
a by-law adopted by the members, subject to the following limitations:
(1) If the board is authorized by the by-laws to change the number of
directors, whether by amending the by-laws or by taking action under the
specific provisions of a by-law adopted by the members, such amendment
or action shall require the vote of a majority of the entire board.
(2) No decrease shall shorten the term of any incumbent director.
§ 703. Election and term of office of directors; alternates.
(a) A corporation may provide in its certificate of incorporation or
by-laws for directors to be elected or appointed at large, or by special
districts or membership sections, or by virtue of their office or former
office in the corporation or other entity, public or private, or by
bondholders pursuant to paragraph (c) of section 506 (Bonds and security
interests) voting as a class, or any combination thereof.
(b) Directors shall be elected or appointed in the manner and for the
term of office provided in the certificate of incorporation or the
by-laws. The term of office of directors, other than those elected or
appointed by virtue of their office or former office in the corporation
or other entity, public or private, shall not exceed five years; and, if
the board is classified under section 704 (Classification of directors),
such term shall not exceed a number of years equal to the number of
classes into which the board is classified. In the absence of a
provision fixing the term, it shall be one year.
(c) Each director shall hold office until the expiration of the term
for which he is elected or appointed, and until his successor has been
elected or appointed and qualified.
(d) If the certificate of incorporation or by-laws so provide, a
special district or membership section entitled to elect or appoint one
or more directors may elect or appoint an alternate for each such
director. In the absence of a director from a meeting of the board, his
alternate may, upon written notice to the secretary of the corporation,
attend such meeting and exercise therein the rights, powers, and
privileges of the absent director. When so exercising the rights,
powers, and privileges of the absent director, such alternate shall be
subject in all respects to the provisions of this chapter governing
directors.
§ 704. Classification of directors.
(a) The certificate of incorporation or a by-law adopted by the
members may provide that directors elected or appointed at large shall
be divided into either two, three, four or five classes for the purpose
of staggering their terms of office and that all or some of the
directors elected or appointed otherwise than at large shall be divided
into the same or a different number of classes, not exceeding five, for
the same purpose. All classes of each type shall be as nearly equal in
number as possible and, if provision has been made for cumulative voting
under section 617 (Cumulative voting), no class shall include less than
three directors.
(b) The terms of office of the directors initially classified shall be
as follows: that of the first class shall expire at the next annual
meeting of members if there be members, or of the board if there be no
members, the second class at the second succeeding annual meeting, the
third class, if any, at the third succeeding annual meeting, the fourth
class, if any, at the fourth succeeding annual meeting and the fifth
class, if any, at the fifth succeeding annual meeting. After such
initial classification, directors to replace those whose terms expire at
each annual meeting shall be elected or appointed at such meeting to
hold office for a full term in accordance with such classification.
(c) If directors are classified and the number of directors is
thereafter changed by action of the board:
(1) Any newly created directorships or any decrease in directorships
shall be so apportioned among the classes as to make all classes as
nearly equal in number as possible.
(2) If newly created directorships are filled by the board in a
corporation having members, there shall be no classification of the
additional directors until the next annual meeting of members.
§ 705. Newly created directorships and vacancies.
(a) Newly created directorships resulting from an increase in the
number of directors elected or appointed at large, and vacancies among
such directors for any reason, may be filled by vote of a majority of
the directors then in office, regardless of their number, unless the
certificate of incorporation or the by-laws provide that such newly
created directorships or vacancies shall be filled by vote of the
members.
(b) Vacancies among directors elected or appointed by special
districts or membership sections, or by bondholders voting as a class,
shall be filled by action of the persons entitled to vote thereon;
except that, if a vacancy remains unfilled for six months after it
occurs, and by reason of the absence, illness, or other inability of one
or more of the remaining directors a quorum of the board cannot be
obtained, the remaining directors, or a majority of them, may appoint a
director to fill such vacancy.
(c) A director elected or appointed to fill a vacancy shall hold
office until the next annual meeting at which the election of directors
is in the regular order of business, and until his successor is elected
or appointed and qualified.
§ 706. Removal of directors.
(a) Except as limited in paragraph (c), any or all of the directors
may be removed for cause by vote of the members, or by vote of the
directors provided there is a quorum of not less than a majority present
at the meeting of directors at which such action is taken.
(b) Except as limited in paragraph (c), if the certificate of
incorporation or the by-laws so provide, any or all of the directors may
be removed without cause by vote of the members.
(c) The removal of directors, with or without cause, as provided in
paragraphs (a) and (b) is subject to the following:
(1) In the case of a corporation having cumulative voting, no director
may be removed when the votes cast against his removal would be
sufficient to elect him if voted cumulatively at an election at which
the same total number of votes were cast and the entire board, or the
entire class of directors of which he is a member, were then being
elected; and
(2) When by the provisions of the certificate of incorporation or the
by-laws the members of any class or group, or the holders of bonds,
voting as a class, are entitled to elect one or more directors, any
director so elected may be removed only by the applicable vote of the
members of that class or group, or the holders of such bonds, voting as
a class.
(d) An action to procure a judgment removing a director for cause may
be brought by the attorney-general or by ten percent of the members
whether or not entitled to vote. The court may bar from re-election any
director so removed for a period fixed by the court.
§ 707. Quorum of directors.
Unless a greater proportion is required by this chapter or by the
certificate of incorporation or by a by-law adopted by the members, a
majority of the entire board shall constitute a quorum for the
transaction of business or of any specified item of business, except
that the certificate of incorporation or the by-laws may fix the quorum
at less than a majority of the entire board, provided that in the case
of a board of fifteen members or less the quorum shall be at least
one-third of the entire number of members and in the case of a board of
more than fifteen members the quorum shall be at least five members plus
one additional member for every ten members (or fraction thereof) in
excess of fifteen.
§ 708. Action by the board.
(a) Except as otherwise provided in this chapter, any reference in
this chapter to corporate action to be taken by the board shall mean
such action at a meeting of the board.
(b) Unless otherwise restricted by the certificate of incorporation or
the by-laws, any action required or permitted to be taken by the board
or any committee thereof may be taken without a meeting if all members
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 members of the board or committee shall be filed
with the minutes of the proceedings of the board or committee.
(c) When authorized by the certificate of incorporation or the
by-laws, 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.
(d) Except as otherwise provided in this chapter, the vote of a
majority of the directors present at the time of the vote, if a quorum
is present at such time, shall be the act of the board.
§ 710. Place and time of meetings of the board.
(a) Meetings of the board, annual, regular or special, may be held at
any place within or without this state, unless otherwise provided by the
certificate of incorporation or the by-laws.
(b) The time and place for holding annual or regular meetings of the
board shall be fixed by or under the by-laws, or, if not so fixed, by
the board.
(c) A special meeting may be called at any time by the president or
other corporate officer as provided in the by-laws or as determined by
the board; and, in the case of a corporation without members, by any
director upon written demand of not less than one-fifth of the entire
board.
For more information about S7 go to:
http://law.justia.com/newyork/codes/not-for-profit-corporation/npc0706_706.html