Regulations

BY-LAWS OF THE  SAVIOUR

A New York

Not-for-Profit Corporation

Adopted       January 2, 2009

ARTICLE I
OFFICES

The principal office of THE SAVIOUR (the “Corporation”) shall be located at such place in the City of New York, State of New York as the Board of Directors may from time to time determine. The Corporation may also have other offices at such other places both within and outside the State of New York as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
PURPOSES

The purpose of The Savior is to:

1.    Educate Russian-speaking communities and broad public in the United States and abroad about Russian Orthodox Church, its history, traditions and current events.

2.    Provide humanitarian aid to help those in needs by distributing food and clothe as well as providing financial support.

3.    Organize fundraising for the benefit of the Russian Orthodox Church Outside of Russia    
      to finance the restoration of religious relics, reconstruction and restoration of monuments
      of architecture and culture of religious appointment, including monastic ensembles,
      building of orthodox temples both in the United States of America and in other
      countries.

ARTICLE III
BOARD OF DIRECTORS

Section 11. Power and Number. The Board of Directors shall have general power to control and manage the affairs and property of the Corporation in accordance with the purposes and limitations set forth in the Certificate of Incorporation of the Corporation, New York Not-for-Profit Corporation law and applicable provisions of the Internal Revenue Code of 1986, as amended, including but not limited to admission of new Members. The number of Directors that shall constitute the Board shall be seven (7).

Section 12. Eligibility. The Directors of the Corporation can be elected among those who are dedicated to the goals and purpose of the Organization.

Section 13. Election and Term. The term of each Director shall commence on January 1 and shall last for 12 months or until the next membership meeting, whichever is later. For each calendar year the Board of Directors shall be elected by the Members of the Corporation at an annual meeting of the Members. There shall be no limitation on the number of terms in the office for each Director.

Section 14. Removal and Resignation of Directors. A Director can be removed only by a vote of the Members at an annual meeting of the Members with or without cause. Any Director may resign at any time by providing a letter to that effect to the Chairperson of the Corporation.

Section 15. Vacancies. A vacancy on the Board must be filled by vote of a majority of the Directors in office. Directors elected by the Board of Directors shall serve until the next annual membership meeting.

Section 16. Meetings of the Board. Meetings of the Board of Directors shall be held from time to time upon notification provided to all Directors by the Chairman or the Secretary of the Corporation. The meeting can be held over the telephone.

Section 17. Notice. A notice of the meeting of the Board of Directors shall be given by first class mail or by telephone, facsimile, electronic mail or hand delivery.

Section 18. Quorum. At each meeting of the Board, a majority of the Directors then in office shall constitute a quorum for the transaction of business.

Section 19. Action of the Board. Except as required by applicable law, the vote of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. Voting by proxy shall not be permitted.

Section 20.  Compensation. The Corporation shall not pay any compensation to Directors of the Corporation for their services rendered to the Corporation, except that they may be reimbursed for reasonable expenses incurred in the performance of their duties to the Corporation.

ARTICLE IV
OFFICERS, EMPLOYEES AND AGENTS

Section 21. Officers. The officers of the Corporation shall consist of Chairperson, Vice Chairperson, Executive Director and Secretary.

Section 22. Chairperson, Vice Chairperson. Executive Director, and Secretary of the Corporation. A newly elected at an annual membership meeting Board of Directors shall have a meeting to be held not later than December 31 of the year when the Board was elected, whereby the Directors shall elect, among themselves, a Chairperson, Vice Chairperson, Executive Director and Secretary of the Corporation.

Section 23. Responsibilities of the Chairperson. The Chairperson presides at meetings of the Board of Directors, keeps the group directed toward its goals, delegates responsibility for tasks to other members or committees, serves as the primary contact between the board and the executive director and other staff, and performs such other duties as the Board of Directors may assign to the Chairperson.

Section 24. Responsibilities of the Vice Chairperson. The Vice Chairperson shall (a) perform the duties, and shall have the rights, of the Chairperson in the event- that latter becomes unavailable or incapable of performing his or her duties and (b) perform such other duties as the Chairperson may assign to the Vice Chairperson.
Section 25. Responsibilities of the Secretary. The Secretary shall (a) record and keep the minutes of all meetings of the Board of Directors and Members of the Corporation; (b) see that all notices and reports are duly given or filed in accordance with these By-Laws or as required by law; (c) be custodian of the records of the Corporation (other than financial); (d) have charge of the seal of the Corporation; and (e) perform such other duties as the Chairperson may assign to the Secretary.

Section 26. Responsibilities of the Executive Director. The Executive Director shall be the chief executive officer of the corporation and shall be responsible for day-to-day operation of the corporation, including managing financial activity of the organization. In addition Executive Director shall perform such other duties as may be determined from time to time by the board of directors.

Section 27. Authorized Representative. From time to time, the Board of Directors may choose and authorize any person or persons, each of whom is 18 years of age and older, and who do not necessary shall be a Member of the Corporation, to act as, and perform duties of, an agent or an authorized representative of the Corporation (the “Authorized Representative.”) Such authorization (a) shall be in writing; (b) shall contain the scope of such authority, which may be general or may be confined to specific instances; (c) shall be signed by at least majority of the Directors of the Corporation then in office; and (d) may be withdrawn at any time by the Board of Directors.

Section 28.  Compensation. The Officers of the Corporation shall serve without compensation, except that they may be reimbursed for reasonable expenses incurred in the performance of their duties to the Corporation. The Board of Directors may from time to time establish the rate of compensation and benefits for the Authorized Representative(s).

ARTICLE V
FINANCIAL AFFAIRS

Section 29. Fiscal Year. The fiscal year of the Corporation shall end on March 31.

Section 30. Banking and Other Financial Transactions. The Executive Director of the Corporation shall have the exclusive right and obligation to perform banking operations on behalf of the Corporation and have his or her signature on banking and other financial documents of the Corporation. In addition, the same right and obligation may be granted to the Authorized Representative(s) of the Corporation in the manner provided in these By-Laws.

ARTICLE VI
EXECUTION OF INSTRUMENTS

Section 31. Contracts and Instruments. In addition to Executive Director, the Board of Directors may authorize any Director, officer or Authorized Representative of the Corporation to enter into any contract or execute and deliver any instrument in the name, and on behalf, of the Corporation. Such authority may be general or may be confined to specific instances. A written and dated authorization, signed by at least majority of the Directors of the Corporation then in office, shall be valid for sixty (60) days from the date it was issued.

Section 32. Deposits. Funds of the Corporation may be deposited from time to time to the credit of the corporation with the depositories that are selected by the Board of Directors.

ARTICLE VII
INDEMNIFICATION

Section 33. Directors and Officers of the Corporation. The Corporation shall, to the fullest extent permitted by law, indemnify, hold harmless and defend the current and former Directors, Chairperson(s), Vice Chairperson(s) and Secretary(ies) of the Corporation, including the payment of all expenses incurred in defending any action, suit or proceeding brought against said persons in connection with performance of their duties to the Corporation.

Section 34. Authorized Representatives. The Board of Directors may decide to extend the above referenced indemnification to the specific Authorized Representative(s) of the Corporation.

ARTICLE VIII
GRANTS AND CHARITABLE CONTRIBUTIONS

Section 35. Authorization. Grants, gifts, contributions, or other distributions for the advancement of the charitable purposes of the Corporation shall be made only if specifically authorized by the Board of Directors.

Section 36. Discretion of the Board of Directors. The Board of Directors shall have complete and unlimited discretion over the distribution of funds received by the Corporation and shall not enter into any agreement with any person or organization limiting such discretion. The Board of Directors or any of its Authorized Representatives shall not represent to any person or organization from whom it solicits or receives gifts, grants, bequests, or contributions (collectively, the “Contributions”), that any funds received will be distributed in the manner other than at the discretion of the Board. The Board of Directors may solicit or receive Contributions for a specific project that it has reviewed and approved as in furtherance of the purposes of the Corporation as stated in the Certificate of Incorporation. The Board of Directors may, in its absolute discretion, refuse any conditional or restricted Contribution and return to the donor any such Contribution actually received.

Section 37. Procedure for Distributions. The Board of Directors shall adopt procedures from time to time for grants, gifts, contributions, or other distributions by the Corporation. Such procedures shall not be inconsistent with Federal tax law or the Not-for-Profit Corporation law and shall further the charitable purposes of the Corporation.

ARTICLE IX
GENERAL PROVISIONS

Section 38. Amendments to the Certificate of Incorporation. The Board of Directors may amend the Certificate of Incorporation at any meeting of the Board, at which the quorum is present, by a vote of a majority of the entire Board. Such amendment shall be binding only if approved by a majority vote of the Members of the Corporation, unless such amendment does not require approval of the membership as specified in the New York Not-for-Profit Corporation law.

Section 39. Amendments to the By-Laws. The Members of the Corporation may amend or repeal these By-Laws by a vote of a two-third of the Members.

 

Board of directors