Section 1.1. Members. The initial member[s] of the Corporation shall be the Board of Directors. The Board of Directors may fix the number of members of the Corporation. Additional members may be elected by the existing members from time to time at any annual meeting of members or at any special meeting of members called for election of members. Each member shall be at least 18 years of age. A member need not be a citizen of the United States or a resident of the State of New York. Except as may otherwise be provided in these By Laws, membership shall be terminated by the death, resignation or removal of a member or by the dissolution or liquidation of the Corporation, and any right or interest of a member shall terminate upon the happening of any such event.
Section 1.2. Membership Criteria; Classes; Dues.
Section 1.3. Record Date for Members. For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of members. Such record date shall not be more than fifty days nor less than ten days before the date of such meeting. If no record date is fixed, the record date for the determination of members entitled to vote at a meeting of members shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held. When a determination of members of record entitled to notice of or to vote at any meeting of members has been made as provided in this paragraph, such determination shall apply to any adjournment thereof, unless the Board of directors fixes a new record date under this paragraph for the adjourned meeting.
Section 1.4. Membership Meetings.
ANNUAL MEETING. The annual meeting shall be held on the date and at the time fixed by the Board of Directors or the Chairperson of the Board (or, if there is no Chairperson, by the President).
SPECIAL MEETINGS. Special meetings may be held on the date and at the time fixed by the Board of Directors or the Chairperson of the Board (or, if there is no Chairperson, by the President). Special meetings shall be called whenever requested in writing by at least [one-fourth of the members][members entitled to cast one hundred votes or ten percent of the total number of votes entitled to be cast at such meeting, whichever is lesser,] specifying the date and month thereof, which shall not be less than two or more than three months from the date of such written demand, or as otherwise required by the NPCL.
PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of New York, as the Board of Directors or the Chairperson of the Board or the President may from time to time fix. Whenever the directors, the Chairperson of the Board or the President shall fail to fix such place, the meeting shall be held at the office of the Corporation in the State of New York.
Section 1.5. Notice Or Actual Or Constructive Waiver Of Notice. Notice of all meetings shall be given, stating the place, date and hour of the meeting, and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called, and, at any such meeting, only such business may be transacted which is related to the purpose or purposes set forth in the notice. A copy of the notice of any meeting shall be given to each member at his or her address, including upon effectiveness of the Nonprofit Revitalization Act of 2013 (the “Revitalization Act”) on July 1, 2014, facsimile telecommunications or electronic mail as it appears on the record of members or, if he or she shall have filed with the Secretary of the Corporation a written request that notices be sent to some other address, then directed to him or her at such other address. The notice shall be given personally or by first class or overnight mail or, upon effectiveness of the Revitalization Act, by facsimile telecommunications or electronic mail if a member has provided the Corporation with an email address or fax number) not less than ten or more than fifty days before the date of the meeting. If mailed by any other class of mail, it shall be given not less than thirty nor more than sixty days before such date. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States Postal Service. Notice shall not be deemed to have been given by facsimile telecommunications or electronically if the Corporation is unable to deliver two consecutive notices to the member by facsimile telecommunications or electronic mail or the Corporation otherwise becomes aware that notice cannot be delivered to the member by facsimile telecommunications or electronic mail. [If, at any time, the membership of the Corporation shall exceed 500 members then notice may be served by publication in lieu of mailing in a newspaper published in New York County, once a week for three successive weeks next preceding the date of the meeting, provided, however, that the Corporation shall also prominently post notice of such meeting on the homepage of any website maintained by the Corporation continuously from the date of publication through the date of the meeting.] The Corporation must send notice of meetings by first class mail to any member who requests in writing that such notices be delivered by such method. If a meeting is adjourned to another time or place and if any announcement of the adjourned time or place is made at such meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of directors, after adjournment, fixes a new record date for the adjourned meeting. Notice of a meeting and/or of the lapse of any prescribed period of time need not be given to any member who submits a signed waiver of notice and/or of the lapse of any prescribed period of time before or after the meeting. The attendance of a member at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by such member.
Section 1.6. Members’ List Or Record and Challenge. A list or record of members as of the record date, certified by the Secretary or other officer responsible for its preparation, shall be produced at any meeting of members upon the request therefor of any member who has given written notice to the Corporation that such request will be made at least ten days prior to such meeting. If the right to vote at any meeting is challenged, the person presiding thereat shall require such list or record of members to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list or record to be members entitled to vote thereat may vote at such meeting.
Section 1.7. Annual Report Of Directors. The Board of Directors shall present at each annual meeting of members its reports, which shall set forth the statements and be verified or certified in the manner prescribed by Section 519 of the Not-for-Profit Corporation Law (N-PCL) , including the following:
(1) The assets and liabilities, including the trust funds, of the Corporation as of the end of a twelve month fiscal period terminating not more than six months prior to the meeting.
(2) The principal changes in assets and liabilities, including trust funds, during such fiscal period.
(3) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, during such fiscal period.
(4) The expenses or disbursements of the Corporation, for both general and restricted purposes, during said fiscal period.
(5) The number of members of the Corporation as of the date of the report, together with a statement of increase or decrease in such number during such fiscal period, and a statement of the place where the names and places of resident of the current members may be found.
Such report shall be filed with the records of the Corporation and either a copy or an abstract thereof entered in the minutes of the proceedings of such annual meeting of members.
Section 1.8. Conduct of Meeting. Meetings of the members shall be presided over by one of the following officers in the order of seniority and if present and acting–the Chairperson of the Board, the President, a Vice President, or, if none of the foregoing is in office and present and acting, by a Chairperson to be chosen by the members. The Secretary of the Corporation, or in his or her absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairperson of the meeting shall appoint a secretary of the meeting.
Section 1.9. Proxy Representation. Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy. Each proxy must be in writing (including an electronic mail communication) and signed by the member or by his or her attorney-in-fact and electronic and facsimile signatures shall be permitted. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by the N-PCL.
Section 1.10. Quorum. Except for a special election of directors pursuant to Section 604 of the N-PCL, and except as otherwise provided in these By-Laws, the members entitled to cast 100 votes or one-tenth of the total number of votes entitled to be cast, whichever is less, present in person or by proxy shall constitute a quorum at a meeting of members for the transaction of any business. A majority of the members present may adjourn the meeting despite the absence of a quorum. At such adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 1.11. Voting. Each membership shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall be required for election. Any other action, including the election of members, shall be authorized by a majority of the votes cast except where the N-PCL prescribes a different proportion of votes; provided that the said majority of the affirmative votes cast shall be at least equal to a quorum.
Section 1.12. Membership Action Without Meetings. Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting on written consent (including electronic mail), setting forth the action so taken, signed by all the members entitled to vote, or signed by such lesser number of members as may be provided for in the certificate of incorporation.