Section 2. Conduct of Meetings: Except as otherwise provided in these bylaws, by applicable law
or by resolution of the Board of Trustees, all meetings of the Board or of any committee
designated by the Board shall be conducted in conformity with Robert's Rules of Order, Revised,
as amended from time to time.
Section 3. Financial Reporting: For financial reporting purposes the _____________ shall report
from ______________ to ______________ of each year.
Section 4. Indemnification: The ____________ shall indemnify (a) any person made or
threatened to be made a party to any action or proceeding by reason of the fact that such a
person, or such person's testator or intestate, is or was a Trustee or Officer of the __________
and (b) any Trustee or Officer of the ___________ who served any other corporation of any type
or kind, or any partnership, joint venture, trust, employee benefit plan, or other enterprise,
association, or entity in any capacity at the request of the ____________, in the manner and to
the maximum extent permitted by the Not-for-Profit Corporation Law of New York, as amended
from time to time; and the __________ may, in the discretion of the Board of Trustees, purchase
and maintain insurance pursuant to such indemnification and indemnify all other corporate
personnel to the extent permitted by law.
Section 5. Interested Trustees and Officers: Each Trustee and Officer of the _____________
shall disclose in writing to the Board of Trustees any conflict of interest which he believes may
arise in connection with his service as a Trustee or an Officer of the __________. No contract or
other transaction between the ___________ and any other corporation, firm, association, or other
entity in which one or more of its Trustees or Officers are directors or officers, or have a
substantial financial interest, shall be either void or voidable for this reason alone or by reason
alone that such Trustee or Trustees or Officer or Officers are present at the meeting of the Board
or of a committee thereof, which authorizes such contract or transaction, or that their votes are
counted for such purposes if the material facts as to such common directorship, officer ship,
financial or other interest are disclosed in good faith or known to the Board or committee, and if
the Board or committee authorizes such contract or transaction by a vote sufficient for such
purpose without counting the vote or votes of such interested Trustee or Officer.
Section 6. Related Party Transactions: Is any transaction agreement or any other arrangement in
which a related party has a financial interest and in which the corporation or any affiliate of the
corporation is a participant. Authorizes the Attorney General to enjoin, void or rescind any
related party transaction, or seek additional damages or remedies.
Section 7. Conflict of Interest: Policy that includes, at a minimum: (a) A definition of the
circumstances that constitute a conflict of interest; (b) Procedures for disclosing a conflict to the
audit committee or, if no audit committee, to the board; (c) A requirement that the person with
the conflict no be present at or participate in board/committee deliberation or vote on matter
giving rise to the conflict; (d) A prohibition against any attempt by the person with the conflict to
influence improperly the deliberation or voting on the matter giving rise to the conflict; (e) A
requirement that the existence and resolution of the conflict be documented in the corporation’s
records, including in the minutes of any meeting at which the conflict was discussed or voted