Section 3.1 Authority.
Subject to any limitations set forth elsewhere in these Bylaws or the Certificate of Incorporation, the affairs of the Corporation shall be under the general direction of a Board of Directors (the “Board” or the “Board of Directors”) which shall administer, manage, preserve and protect the property of the Corporation. The Board shall have supervision, control, and direction of the Corporation and its committees, shall determine its policies and procedures, and shall have the authority to exercise the powers of Membership under emergency circumstances. All decisions of the Board shall be reported to the Membership at the next business meeting.
Section 3.2 Composition.
The Board of Directors shall consist of a minimum of ten (10) Voting Members and a maximum of twenty-one (21) Voting Members (each a “Director” and collectively the “Directors”), and the actual number will be determined from time to time by the Board. The Board shall include the Corporation’s President, Vice-President, Secretary, Treasurer and immediate past President. Although, pursuant to Article VI of these Bylaws, any officer of the Corporation may hold one or more offices at a given time, an officer holding multiple offices shall not have more than one vote as a Director.
The voting Board of Directors will be elected by the Membership Each elected Director shall serve for a term of up to two (2) years, and until such Director’s successor has been duly elected. However, the incoming President and immediate-past President shall remain on the Board of Directors until fulfilling the obligation of their respective offices. A Board of Director’s term shall begin upon being sworn in by the President or their designee. Directors may serve unlimited successor terms, which may also be consecutive. Should a Director vacate their position for any reason prior to completion of their two-year term, a member in good standing shall be selected by a majority vote of the Board of Directors to complete that term.
Voting members requesting consideration for a Board of Director position shall meet the minimum qualification of a Member in good standing for a minimum of two (2) years prior to submitting to the secretary a Statement of Commitment and Interest form as approved by the Board of Directors at least seven (7) days prior to the announced date of the election. The Statement of Commitment and Interest form shall include an endorsement of a sitting member of the Board of Directors. The Board of Directors shall have the authority to waive the above time requirements at any time for good cause shown. The Secretary will forward a list of all candidates including the members’ Statement of Interest Forms to the Nominating Committee. The Nominating Committee shall convene, whether in person or via conference call, to review Statements of Interest and interview new candidates whom the Nominating Committee deem appropriate. The Nominating Committee shall submit a list of recommended candidates to the Board of Directors for review. The Secretary will then post the recommended names on the website, including the members’ Statement of Interest documentation. The election of the Board of Directors will occur prior to the Annual Meeting. The swearing-in of such Directors shall occur during the Annual Meeting or at a Special Meeting, called for such purpose.
Members may cast a vote for the same number of candidates, as there are open positions. If a ballot indicates more votes than the number of positions open, the ballot will be considered void.
Section 3.3 Compensation.
No compensation shall be paid to any Director for services as a Director but, at the discretion of the Board, a Director may be reimbursed for travel and actual expenses necessarily incurred in attending meetings and performing other duties on behalf of the Corporation.
Section 3.4 Meetings.
The Board must meet at least eight (8) times per year, and one meeting may be in conjunction with the Annual Meeting, at dates and times established by the Board. Special meetings may be called by the Secretary upon the order of the President or at the written request of a number of Directors constituting a quorum of the Directors then in office and entitled to vote. All meetings of the Board of Directors shall be held at a location to be determined by the President, or via conference call.
Prior to the Annual Meeting, the Board elects, from its current Board of Directors, the President, Vice President, Secretary, and Treasurer to serve for one (1) year terms and Regional Directors to serve for two (2) year terms. The Board election results will be announced at the Annual Meeting.
Section 3.5 Quorum.
At all meetings of the Board of Directors, the presence of a majority of the Directors in office and entitled to vote shall constitute a quorum. In addition to those Directors who are actually present at a meeting, Directors shall be deemed as present at such meeting if a telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time is used. The act of a majority of the Directors entitled to vote at a meeting at which a quorum is present shall be the act of the Board. A majority of the Directors present and entitled to vote, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place. Notice of any such adjourned meeting shall be given to the Directors who are not present at the time of adjournment.
Section 3.6 Voting.
Each Director, present in person or by other means described in Section 3.5 (such as telephone conference call), entitled to vote shall be entitled to one vote on each matter submitted to a vote of the Board of Directors.
In the event the Board wishes to vote by email or upon written consent, without meeting in person or by conference call, then any action authorized, in writing, including by electronic mail, by all of the Directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board. A copy of the written consents of all Board members by electronic mail shall be filed with the meeting minutes.
Section 3.7 Notices.
Written notice of the date, time and place of each meeting of the Board of Directors shall be given to all Directors at least five (5) days in advance of the date thereof. Such notice shall set forth the date, time and place of the meeting.
Whenever written notice is required to be given to a Director under this Section 3.7, it may be given to the Director personally or by sending a copy thereof to the Director’s address of record by either of the following methods:
(a) By facsimile transmission, e-mail or other electronic communication to the Director’s facsimile number or address for e-mail or other electronic communications supplied by Director to the Corporation for the purpose of notice. Notice pursuant to this paragraph shall be deemed to have been given to the Director entitled thereto when sent and provided that the sender has electronic verification of the receipt of such facsimile.
Notice of an adjournment of a meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed 10 days in one adjournment.
Section 3.8 Waiver of Notice.
Notice of any meeting need not be given to any Director who attends such meeting, in person, or to any Director who, in person, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of Members need not be given, unless otherwise required by statute. In the case of a special meeting, such waiver of notice shall specify the general nature of the business to be transacted. Attendance of a Director at a meeting shall constitute a waiver of notice of the meeting unless the Director attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
Section 3.9 Standard of Care; Liability of Directors; Reliance on Corporate Records
Subject to the provisions of NY N-PCL § 717, Directors and Members of any committee designated by the Board of Directors shall discharge their duties in good faith and with that degree of diligence, care and skill which ordinary, prudent persons would exercise under similar circumstances in like positions. In discharging their duties, Directors and Members of any committee designated by the Board of Directors shall not be liable if, acting in good faith, they rely on the opinion of counsel for the Corporation or upon written reports setting forth financial data concerning the Corporation and prepared by an independent public accountant or certified accountant or firm of accountants or upon financial statements, books of account or reports of the Corporation represented to them to be correct by the President, the officer of the Corporation having charge of its books of account, or the person presiding at a meeting of the board.
Section 3.10 Rules and Regulations.
The Board of Directors may adopt rules and regulations not inconsistent with these Bylaws for the administration and conduct of the affairs of the Corporation and may alter, amend or repeal any such rules or regulations adopted by it. Such rules and regulations may be amended by majority vote of the Directors present and entitled to vote at a meeting of the Directors where a quorum is present.
Section 3.11 Action without a Meeting.
Any action that may be taken at a meeting of the Directors may be taken without a meeting, if a consent or consents in writing setting forth the action, taken or to be taken, shall be signed by all of the Directors in office and entitled to vote and such consents shall be filed with the Secretary of the Corporation who shall file such consents with the minute meetings of the Directors.
Section 3.12 Removal of Directors.
One or more of the Board of Directors may be removed for cause by the affirmative vote of the majority of the votes cast by remaining sitting Board of Directors. A Board of Director, upon knowledge of a cause for removal, shall immediately notify the President of the Corporation. The President of the Corporation shall call for a meeting of the Board of Officers. The Board of Officers may immediately suspend one or more Directors pending a final determination by the Board of Directors that cause exists for removal. The President shall notify the entire Board of Directors of any notification of cause for removal whether or not it results in the suspension of the affected Director. If a Board of Director is suspended, the President shall provide immediate written notice basis for cause for suspension to all Board of Directors, including the affected suspended Director and schedule an emergency in-person meeting of the Board of Directors, as soon as possible, but no more than thirty (30) days from the date of the suspension. In the case of removal for cause, the categories of causes allowing such removal shall include any actions or inactions, by the affected Director(s) that the Board determines to be detrimental to the Corporation. The affected Director(s) shall be permitted to make a written response to the charges and to attend the meeting at which a final determination will be made and to make an oral response at such final meeting. The decision of the Board of Directors shall be final and the affected suspended Director shall not be present during Board of Director discussions and voting.