DRAFT: MARCH 2024
APPROVED: 25 NOVEMBER 2024
ARTICLE I. Name
Section 1. Name. The Corporation shall be known as: 4F Magic, Inc. (hereinafter “4F”).
Corporate Purposes & Applicability
Section 1. Corporate Purposes. The purposes of 4F are set forth in the Articles of Incorporation, as may be amended, and qualify 4F for exemption from income taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as may be amended. 4F’s purpose is to organize and conduct an educational magic convention where magicians with expertise in close-up magic performance, history, and invention come together to learn, share ideas, and showcase their talents in the field of magic. We are committed to fostering a supportive environment that encourages the growth of magical arts while promoting ethical practices and inclusivity.
ARTICLE II. Membership
Section 1: Eligibility. Membership shall be by invitation only and open to individuals who demonstrate an expertise in close-up magic and are approved by the Board of Directors.
Section 2: Categories of Membership. 4F may establish the following categories of membership:
• Active Members: Invited convention attendees in good standing.
• Honorary Members: Individuals recognized for outstanding contributions to magic.
• Associate Members: Individuals with limited privileges, as defined by the Board.
• Inactive Members: Individuals who do not pay the convention registration are placed on an inactive status. They can be re-activated by notice to the board, invitation from the board, and subsequent payment of registration in future years.
Section 3: Membership Invitations. Membership invitations shall be issued upon nomination by two active members serving as sponsors and approval by the Board of Directors.
Section 3: Term of Membership. Membership in 4F shall be granted for a term of one (1) year, beginning on the day the invitation is sent (on or about 1 November) and ending approximately 12 months later when the next invitations are sent. Membership is subject to annual renewal upon compliance with the requirements outlined in these bylaws. The Board of Directors reserves the right to review and approve renewals to ensure alignment with the organization’s mission and standards.
Section 4: Non-Renewal of Membership. Membership may be declined for renewal at the discretion of the Board of Directors if the member fails to meet the organization’s expectations, including but not limited to payment of convention registration, adherence to the bylaws, or conduct detrimental to the organization.
Section 5: Membership Dues. Members shall pay the annual convention registration, the amount of which will be determined by the Board of Directors. Failure to pay the registration within the prescribed time may result in suspension or termination of membership as well as no access to the annual convention.
Section 6: Rights and Responsibilities. Active members shall have the privilege of participating in 4F activities. Members must adhere to the bylaws, uphold 4F’s mission, and conduct themselves in a manner that reflects positively on the organization.
Section 7: No Property Rights. Membership in 4F does not confer upon any member any ownership, property, or equitable rights in the assets, funds, or property of the organization. All assets, funds, and property are owned exclusively by the organization and are to be used solely for the purposes outlined in its Articles of Incorporation and these bylaws. Upon resignation, suspension, termination, or any other cessation of membership, members shall have no claim to or interest in the organization’s assets.
Section 8: Termination of Membership. Membership may be terminated by resignation, non-payment of the annual convention registration, as applicable, or for misconduct or neglect of duty as determined by the sole discretion of the Board of Directors to be incompatible with the objectives of the organization.
ARTICLE III. Board of Directors
Section 1. General Management. The Board of Directors (hereinafter referred to as the “Board”) shall have authority in governing the membership, operations, finances and affairs of 4F. The Board shall consist of no fewer than 5 individuals and will approve a budget for the succeeding fiscal year, prior to the conclusion of the current fiscal year. The Board shall determine the policies and procedures of 4F. The Board shall have the power to amend the bylaws of 4F, if a majority of the Board agree to the amendments. All amendments will be put into writing and presented to the board in advance of the board meeting where the items are to be considered.
Section 2. Executive Committee: In instances where it is not desirable, practical, or in exigent circumstances, the executive committee consisting of 3 board members is authorized to make decisions on behalf of the board. In addition, the executive committee is authorized to appoint a board chair or co-chairs to facilitate board meetings and committee assignments. The executive committee shall be appointed by two-thirds of the Board for a term of five (5) years and may serve more than two consecutive terms if re-appointed.
Section 3. Officers. The officers of the board shall consist of the chair and/or co-chairs as appointed by the executive committee. The treasurer and the secretary shall be appointed by a majority of the Board.
3.1. Terms of Office. The Board takes office immediately after the passing of the gavel at the Annual Convention or by November 1, if no Annual Convention is held that year. Officers are appointed for terms of five (5) years. The terms of office for all members of the Board shall begin immediately after the passing of the gavel at the Annual Convention, or by November 1, if no Annual Convention is held that year. The officers may serve more than two consecutive terms, if re-appointed.
3.2. Nomination and Election. Candidates for the Board are nominated and appointed by the Board.
3.3. Resignation. A member of the Board may resign at any time by giving written notice to the Board. Unless otherwise specified in the notice, the resignation shall take effect upon receipt, and the acceptance of the resignation shall not be necessary to make it effective.
3.4. Removal. Any member of the Board may be permanently removed for cause, by a majority vote of the Board at any Regular Meeting or Special Meeting of the Board called for that purpose. Any member of Board who fails to attend two consecutive meetings without excuse shall be removed from the Board automatically and a replacement shall be appointed or elected as provided for in this Article, or requested from the appropriate Section.
Section 4. Meetings. The Board shall hold at least one (1) meeting per year. The meeting will be held during the annual convention. The Board may, upon a majority vote, determine that an executive session or additional meeting is needed. After the conclusion of the session, the meeting minutes will be made available to the Board.
4.1. Electronic Communication. The Board may participate in any meetings by conference telephone, electronic video screen communication or similar communications equipment. Participation by such means shall constitute presence in person at a meeting of the Board.
Section 5. Quorum. A majority of the Board shall constitute a quorum for the transaction of any business.
Section 6. Voting. Each member of the Board shall have one (1) vote. Officers who are not board members do not have voting privileges.
ARTICLE IV. Committees
Section 1. Committee Types & General Authority & Responsibilities. The executive committee may charge committees to perform various functions on behalf of the Board. Each Committee of the Board shall serve at the pleasure of the Board. All Committees shall keep minutes of all proceedings, to be regularly submitted to the executive committee for subsequent distribution to the entire Board.
ARTICLE V. Appointed Officer & Director Compensation, Reimbursement & Loans
Section 1. Compensation. No member of the executive committee, officer, member of the Board, or member of a committee shall receive compensation for their service. However, with prior written approval of the Board, they may be reimbursed for actual, reasonable expenses incurred in the performance of their duties. The Board shall be empowered to provide reasonable compensation, together with reimbursement for reasonably incurred expenses.
Section 2. Loans. No loans shall be made by 4F to its Executive Committee, Board members, Officers, Members of Committees or to any other corporation, firm, association or other entity in which an Officer, Member of the Board, or Committee Members of 4F are directors or officers or hold a substantial financial interest.
ARTICLE VI. Fiscal Year & Independent Financial Audit
Section 1. Fiscal Year. The fiscal year of the Corporation shall commence on the 1st day of July and conclude on the 30th of June.
Section 2. Independent Financial Audit. If required by statute, contractual obligation, demanded by the Office of the Attorney General, requested by another regulatory agency or funder as a condition of funding, or otherwise recommended and authorized by the Board, the accounts of 4F shall be subject to an annual audit report or review to prepared by an Independent Auditor (as defined by statute) to be overseen by the Board.
ARTICLE VII. Statutory Compliance
Section 1. Conflicts of Interest & Related Party Transaction Protocols. 4F shall adopt, and at all times honor, a written Conflicts of Interest & Related Party Transaction Policy to assure that Officers, Members of the Board, and Committee Members act in 4F’s best interest and comply with applicable statutory, regulatory and ethical requirements. The Conflicts of Interest & Related Party Transaction Policy shall include, at a minimum, the following provisions:
i. Procedures. Procedures for disclosing, addressing, and documenting Conflicts of Interest and Related Party Transactions to the Board, or an authorized committee, as appropriate.
ii. Restrictions. Stipulations that when the Board, or an authorized committee, as appropriate, is considering a real/potential conflict of interest, the interested party shall not:
(a) be present at, or participate in, any deliberations;
(b) attempt to influence deliberations; and/or,
(c) cast a vote on the matter.
iii. Definitions. Definitions of circumstances that could constitute a Conflict of Interest and/or Related Party Transaction.
iv. Documentation. Requirements that the existence and resolution of the conflict and/or transaction be documented in the records of 4F, including in the minutes of any meeting at which the conflict was discussed or voted upon; and,
v. Audit-Related Disclosure. Protocols to assure for the disclosures of all real or potential Conflicts of Interest and/or Related Party Transactions are properly forwarded to the Board, or another authorized committee, as appropriate, for purposes of audit-related consideration.
Section 2. Conflicts of Interest & Related Party Transaction Conflicts Policy. The Conflicts of Interest and Related Party Transaction Policy of 4F is annexed hereto, and made a part hereof as Appendix “A.” This policy may only be amended, modified or repealed by a majority vote of the Board present and eligible to vote on the conflict of interest at any Annual Meeting, Regular Meeting or Special Meeting called for that purpose, with the change in policy to not be applicable to any pending or currently being reviewed real or potential conflicts of interest or Related Party Transaction.
ARTICLE VIII. Indemnification of Board Members, Officers & Committee Members
4F shall indemnify its Board Members, Officers, Committee members, and volunteers against judgments, fines, amounts paid in settlement and reasonable expenses and costs, including attorney’s fees, in connection with any claim asserted against the Board Members, Officers, Committee members, or volunteer by court action, or otherwise, by reason of the fact that such person was a Board Member, Officer, or volunteer of 4F and acting in good-faith for a purpose which such person reasonably believed to be in the best interest of 4F and was not unlawful, unethical or immoral. In order to assure adequate indemnification, 4F will purchase and maintain appropriate Directors and Officers (“D & O”) liability insurance coverage, Special Event Coverage for the duration of the annual convention, and bonding.
ARTICLE IX. Fundamental Corporate Changes
Section 1. By-Law Amendment. Amendments may be initiated by the Board. The Board shall be required to submit all proposed amendments of 4F’s bylaws with recommendation, for ratification by the Board.
Section 2. Certificate of Incorporation Amendment. 4F’s Certificate of Incorporation may be changed or amended, in whole, or in part, by a majority vote of the Board present at any Annual Meeting, Regular Meeting or Special Meeting called for that purpose, provided all statutory approvals are subsequently secured and any Certificate of Change or Amendment is accepted for filing by the New York Department of State.
Section 3. Merger or Consolidation. 4F may be merged or consolidated by a majority vote of the Board present at any Annual Meeting or Special Meeting called for that purpose, provided all statutory approvals are subsequently secured and any Certificate of Merger or Consolidation is accepted for filing by the New York Department of State.
Section 4. Dissolution Procedure. Unless stipulated otherwise herein, 4F may be dissolved by a majority vote the Board present at any Annual Meeting or Special Meeting called for that purpose. Upon dissolution of the Corporation, all statutory approvals are subsequently secured and any Certificate of Dissolution is accepted for filing by the New York Department of State.
4.2. Residual Assets. In seeking approvals necessary for Dissolution, 4F shall exercise its best efforts to assure that any residual assets shall be donated to another Not-for-Profit Corporation, or Corporations, qualified under Section 501(c)(3) of the Internal Revenue Code with corporate purposes similar to those of 4F.
APPENDIX A—Board of Directors Conflicts of Interest & Related Party Transaction Policy
- Policy Requirements.
Any real or potential “Conflict of Interest” and/or “Related Party Transaction” (each as defined herein) and any other interested matter must be addressed in accordance with the terms of the Boards Conflicts of Interest and Related Party Transactions Policy. Any Conflict of Interest and/or Related Party Transaction, or any other interested matter, authorized in a manner that is materially inconsistent with the terms of this policy may be subsequently rendered void or voidable by a majority vote of the Board. - Definitions.
a. Conflict of Interest. Unless otherwise specifically excluded herein, a “Conflict of Interest” means any transaction, agreement or any other arrangement, including, but not limited to a “Related Party Transaction,” as defined herein, between 4F and another individual or entity that confers a direct, substantial benefit to any Related Party, as defined herein. The following circumstances shall not be considered a Conflict of Interest for purposes of interpretation of this definition or consideration of a Conflict of Interest by the Board:
i. the current, or prior, service of an Officer or Board Member of 4F, or a Relative thereof, all as defined herein, as an officer, director, or advisor of any corporate entity that is: controlled by, or controls, 4F, and/or; an Affiliate of any corporate entity controlled by, or that controls, 4F, or;
ii. the current, or prior, receipt by an Officer or Board Member of 4F or a Relative thereof, of goods or services offered by 4F that are generally made available to other similarly-situated individuals, provided that the recipient has not, received any form of preferential treatment as a consequence of his/her relationship with 4F.
The assessment of, and any determination concerning any Conflict of Interest must be considered in strict compliance with the adopted policies and procedures of 4F.
b. Related Party Transaction. Unless otherwise specifically excluded herein, a “Related Party Transaction” means any transaction, agreement or any other arrangement in which a Related Party has a financial interest and in which 4F is a participant. The following circumstances shall not be considered a Related Party Transaction for purposes of interpretation of this definition or consideration of a Related Party Transaction by the Board:
i. the current, or prior, service of an Officer or Board Member of 4F, or a Relative thereof, all as defined herein, as an officer, director, or advisor of any corporate entity that is: controlled by, or controls, 4F, and/or; an Affiliate of any corporate entity controlled by, or that controls, 4F, or;
ii. the current, or prior, receipt by an Officer, Director or advisor or a Relative thereof, of goods or services offered by 4F that are generally made available to other similarly-situated individuals, provided that the recipient has not received any form of preferential treatment as a consequence of his/her relationship with 4F.
The assessment of, and any determination concerning any Related Party Transaction, must be considered in strict compliance with the adopted policies and procedures of 4F.
- General Disclosure.
Prior to initial election, and annually thereafter, each Board member shall be required to complete, sign and submit to the executive committee, a written statement identifying, to the best of the member’s knowledge, any entity of which such member is an officer, director, trustee, owner (either as a sole proprietor, partner or member) or employee and with which 4F has a relationship, and any transaction in which 4F is a participant and in which the member might have a real or potential interest. The executive committee shall provide a copy of all completed disclosure statements to the Board, or another authorized committee thereof, as appropriate. A copy of each disclosure statement shall be available to any Board member upon request. - Specific Disclosure.
If at any time during his or her term of service, a Board Member or officer acquires an interest, or circumstances otherwise arise, which could give rise to a real or potential Conflict of Interest and Related Party Transaction, or any other interested matter, he or she shall promptly disclose, in good-faith, to the Board, the material facts concerning such interest. - Process of Review.
The Board, or another designated Committee of the Board, shall thoroughly review any real, or potential, Conflict of Interest or Related Party Transaction, or any other interested matter and, if a designated Committee, submit to the Board a recommendation as whether or not it should be approved. - Standard of Review.
For purposes of this policy, amongst the considerations of the Board, or another authorized Committee of the Board, as appropriate, relative to assessment of any real or potential Conflict of Interest and/or Related Party Transaction, shall be the determination as to whether any financial interest, amounts to a Conflict of Interest and/or a Related Party Transaction, each as defined herein. Should any such financial interest be considered a Conflict of Interest and/or a Related Party Transaction, the terms of this “Conflict of Interest” and/or “Related Party Transaction Policy” shall apply with regard to proper consideration of the matter. Should the financial interest not amount to a Conflict of Interest and/or Related Party Transaction, as defined herein, the transaction shall be considered a matter unworthy of additional non-customary review and/or documentation. - Authorization of Conflicts of Interest & Related Party Transactions.
4F shall not enter into any matter considered to be a Conflict of Interest and/or a Related Party Transaction, or any other interested matter, unless such a financial transaction, or other matter, is determined by the Board to be fair, reasonable and 4F’s best interest at the time of such determination. - Authorization of Transactions Concerning Substantial Financial Interest.
With respect to any Conflict of Interest and/or Related Party Transaction, or other interested matter, in which a Related Party, or otherwise conflicted individual, has a substantial financial interest, the Board, or another authorized designated Committee of the Board, as appropriate shall:
i. prior to entering into any such transaction, or matter, to the extent practicable, consider alternative transactions and/or a review of information compiled from, at least, two (2) independent appraisals of other comparable transactions;
ii. approve the transaction by not less than 2/3 majority vote of the Board present at the meeting; and,
iii. contemporaneously document the basis for approval by the Board, or authorized committee, as appropriate, which shall include the preparation of a written report, to be attached to the minutes of any meeting where the transaction or matter was deliberated or authorized, identifying the details of the transaction or matter; alternate transactions considered; materials or other information reviewed, Board Members, Officers, or committee members, present at times of deliberations; names of those who voted in favor, opposed, abstained or were absent; and, the specific action authorized.
- Restrictions.
With respect to any Conflict of Interest and/or Related Party Transaction, or any other conflicted matter, considered by the Board, or another authorized designated Committee of the Board, as appropriate, no Related Party, or otherwise conflicted individual, shall:
i. be present at, or participate in, any deliberations;
ii. attempt to influence deliberations; and/or,
iii. cast a vote on the matter.
Nothing herein shall prohibit the Board, or authorized committee, as appropriate, from requesting that a
Related Party, or otherwise conflicted individual, present information concerning a Conflict of Interest and/or Related Party Transaction, or any other interested matter, at a board meeting, or authorized committee thereof, meeting prior to the commencement of deliberations or related voting.
- Recognized Exceptions.
Although not stipulated in statute, the Charities Bureau of the New York State Office of the Attorney General has advised that a certain transaction that might, by definition, be considered a Conflict of Interest and/or a Related Party Transaction need not necessarily be subject to, otherwise applicable, contemporaneous documentation requirements stipulated herein as a consequence of it being a matter that would not customarily require the action or approval of the Board. As a consequence of the foregoing, while all other obligations of this policy remain in effect, 4F need not contemporaneously document, or disclose for auditing purposes, any of the following:
i. de minimis transactions — transactions being of a small size relative to 4F’s budget and assets, which would customarily fall below the threshold of review by the Board;
ii. ordinary course of business transactions — transactions or activities that are undertaken in the ordinary course of business by the Board, as consistent with either past corporate or sector practices;
iii. mission-focused transactions — transactions involving benefits provided to 4F Magic, Inc. solely as a consequence of his/her Board membership that 4F intends to benefit in accomplishing its mission, provided any such transactions are authorized in good-faith, without any undue benefit to the conflicted, or otherwise interested, Board Member or Officer;
iv. compensation-related transactions — transactions related to compensation, or reimbursement of a Related Party, or otherwise conflicted Board Member, for reasonable expenses incurred on behalf of 4F
Nothing herein shall be interpreted so as to permit or authorize a Related Party, or otherwise conflicted Board Member, to attempt to improperly influence the decision-maker(s) or reviewer(s) in a given Related Party Transaction, or other conflicted matter.
- Audit-Related Disclosure.
It shall be the duty of the Secretary, to see to it that all newly-received and annually-submitted Board Disclosure Statements and any case-specific Conflict of Interest and/or Related Party Transaction reports, together with the minutes of any related meetings, are promptly provided to the Board in an effort to assure that they are properly considered for auditing purposes.
APPENDIX B—Annual Potential Conflicts Disclosure Statement
As a Director or Officer or Key Employee of the Corporation, prior to your being seated on the Board and annually thereafter, you are required to truthfully, completely and accurately disclose all information requested herein and to promptly update all such information as factual circumstances may change from time-to-time.
Please mark ‘Yes’ or ‘No’ & provide additional information when requested
Financial Information Return Disclosure
Responses to the following questions are required in order to complete financial information returns annually submitted to the Internal Revenue Service and the Office of the Attorney General.
1. Have you served as an officer, director, trustee, key employee, partner or member of, or hold a fifteen percent (15%) or greater ownership or beneficial interest, or in the case of a partnership or professional corporation a direct or indirect ownership interest in excess of five percent (5%), in, an entity, which during the most recently completed, or current, fiscal year, had, or are reasonably anticipated to have, a direct, or indirect, business relationship, with 4F?
NO YES
If Yes, briefly describe below & attach a detailed explanation:
2. Have you, individually, or through an entity where you hold a fifteen percent (15%) or greater ownership or beneficial interest, or in the case of a partnership or professional corporation a direct or indirect ownership interest in excess of five percent (5%), during the most recently completed, or current, fiscal year, had, or are reasonably anticipated to have, a direct, or indirect, business relationship, with any individual who is a current or former “Officer” or “Board Member” of 4F?
NO YES
If Yes, briefly describe below & attach a detailed explanation:
3. Do you have a “Relative” who, during the most recently completed, or current, fiscal year, had, or is reasonably anticipated to have, a direct, or indirect, business relationship with 4F?
NO YES
If Yes, briefly describe below & attach a detailed explanation:
4. Have you, or did you have a “Relative” who, during the most recently completed, or current, fiscal year, had, or is reasonably anticipated to have, any transaction with 4F that might reasonably be considered a real or potential conflict of interest pursuant to 4F’s Board’s Conflicts of Interest Policy, which has not been otherwise disclosed herein?
NO YES
If Yes, briefly describe below & attach a detailed explanation:
5. Have you been provided with, properly reviewed and reasonably understand the terms of 4F’s current written Board of Directors Conflicts of Interest Policy?
NO YES
If No, briefly describe below &/or attach a detailed explanation:
Independent Director Assessment Disclosure.
In order to qualify as an “Independent Director,” as defined by the New York Not-for-Profit Corporation Law, an Officer or Board Member must respond in the negative to each of the following questions, although failure to respond to all questions in the negative shall not necessarily preclude such an Officer or Board Member from serving on the Board.
1. Are you currently, or have you been within the last three (3) fiscal years, an employee of 4F, or an “Affiliate” of 4F?
NO YES
If Yes, briefly describe below & attach a detailed explanation:
2. Do you have a “Relative” who is, or has been within the last three (3) years, a “Key Employee” of 4F or an Affiliate of 4F?
NO YES
If Yes, briefly describe below & attach a detailed explanation:
Are you a current officer or employee of, or do you have a substantial financial interest in, any entity that has made “payments” to, or received “payments” from, 4F or an “Affiliate” of 4F, for property or services in an amount which, within the last three (3) fiscal years, exceeds the lesser of five thousand dollars ($1,000). For purposes of this question, the definition the term “payments” does not include charitable contributions.
NO YES
If Yes, briefly describe below & attach a detailed explanation:
4. Do you have a Relative who is a current officer or employee of, or has a substantial financial interest in, any entity that has made “payments” to, or received “payments” from, 4F or an “Affiliate,” for property or services in an amount which, within the last three (3) fiscal years, exceeds the lesser of five thousand dollars ($1,000). For purposes of this question, the definition the term “payments” does not include charitable contributions.
NO YES
If Yes, briefly describe below & attach a detailed explanation:
—Certification—
I, the undersigned, certify that I have read and understand this Annual Conflicts Disclosure Statement. I agree that my actions will comply with the disclosures found in this document. I further affirm that neither I, as a Related Party nor any Relative have, or had, an interest, or has taken any action, that contravenes, or is likely to contravene, the Conflicts of Interests and Related Party Transaction Policy of 4F or, otherwise impedes my ability to act as a fiduciary and in the best interests of 4F, except those that may have been disclosed herein.