APRIL
25, 2008
BY-LAWS
OF THE UKIYO-E
OF
JAPANESE ART SOCIETY OF AMERICA, INC.
ARTICLE I
NAME AND OFFICES
Section 1.
Name. The name of thethis
corporation is UKIYO-E SOCIETY
OF AMERICA, INC. (hereinafter referred to as shall be Japanese Art Society of America, Inc. (the ³Society²).
Section 2.
Offices. The Society may have
offices in such places as the Board may from time to time determine or the
purposes of the Society may require.
ARTICLE
II
PURPOSESMEMBERS
The purposes of the Society are those contained in the
Certificate of Incorporation of the Society.
ARTICLE III
MEMBERSHIP
Section 1.
Membership. Membership shall
be open to all persons interested in the purposes of the Society. The Board of
Directors of the Society may establish such other criteria for membership,
including a schedule of dues, as they deem appropriate. The Membership Year of
the Society shall extend from July 1st through June 30th of each
year. The Society shall have two classes of members as follows:
a.
Section 1. Eligibility.
Any individualRegular
Members. Regular Members shall consist of such individuals, not-for-profit entities, educational
institution,institutions or other organizationorganizations interested in furthering the purposes of the Society may become a member upon the
completion and submission of payment application forms and payment of dues as
set by the Society.
Section 2. Classes
of Membership. Members are classified as follows: (a) Active Members
(Individual, Family/Dual (Same Household), Contributing, Supporting, Patron,
Benefactor), (b) Institutional Members, and (c) Honorary Members.
a. Active
Members. Active members are those individuals and institutions who have
met their dues obligation for the current year.
b. Institutional
Members. Institutional Members are not-for-profit, educational, or other
organizations which have met the dues obligations for the current year.who complete the required
membership forms and pay the required dues then in effect.
b.
c. Honorary
Members. The Board of
Directors may, from time to time, by a majority vote of the Directors then in
office, elect as Honorary Members are those individuals who have been, granted such membership by the Societyıs
Board of Directors in recognition of theirwhose expertise and
outstanding contributions to Ukiyo-e and other forms of Japanese art and culture. They may serve as advisors to
the Society and as nonvoting committee members. Honorary members are not
considered in quorum counts and voting merit such recognition. Such individuals shall be and
remain Honorary Members at the pleasure of the Board. Honorary Members shall
not be assessed any dues or other charges. Honorary Members may serve as
Directors and officers of the Society, as well as members of committees.
ARTICLE IV
OFFICERS
Section 1. Officers.
The officers of the Society are:
a. President
b. Vice-President
c. Secretary
d. Treasurer
Section 2. Election.
Election of officers and Directors will be held at the Annual Meeting of the
Society. Nominations will be made by a committee of three or more members
appointed by the President. Prior to the Annual Meeting, the Nominating
Committee will submit to the membership the names of nominees for each office
after ascertaining that these nominees will serve if elected. Nominations may
also be placed from the floor. A majority of those attending the Annual
Meeting, in person or by proxy, will elect the officers. Newly elected officers
will assume their duties as of the new fiscal year. The term of office will be
two years or until a successor is elected. No individual may serve in the same
office for more than three consecutive terms. The Board of Directors
shall fill any vacancy of an elected officer for the balance of the unexpired
term.
Section 3. Duties
of Officers.
a. President.
The President will preside at all meetings of the Society and its Board of
Directors; will appoint all committees and be an ex-officio member of them;
present an annual report of the Societyıs work and accomplishments; and have
such additional duties and responsibilities of the chief executive of the
organization.
b. Vice-President.
The Vice-President will temporarily assume the duties of the President in the
absence of the President and shall become the Acting President in the event of
a vacancy in the office of President; and will assist or substitute for the
President as an ex officio member of committees and in conducting other tasks
and assignments.
c.
Secretary. The Secretary will
record and keep the minutes of the meetings of the Society and of the Board of
Directors; keep lists of all committees and their chairs; maintain a list of
all members; reply to correspondence under the direction of the President; be
responsible for mailing of notices of meetings; and preserve the records,
publications, archives, and documents of the Society.Voting. Regular Members and
Honorary Members (collectively ³Members²) shall receive notice of and be
entitled to attend all meetings of Members of the Society and shall have full
voting rights with respect to all matters brought before the Members for a
vote.
d. Treasurer.
The Treasurer will collect all dues and other monies; deposit them in the
Societyıs name in a bank or banks designated by the Board of Directors;
maintain the financial accounts of the Society; disburse funds; submit a
financial report at meetings of the Society and at Board meetings; prepare and
submit a final report at the Annual Meeting; may be required to give bond for
the faithful discharge of his or her duties; may execute all instruments
requiring the signature of the Treasurer; and exercise all duties as may reasonably
be construed as those of the treasurer of any organization.
e. Appointees
of the Board. The Board may appoint such other officers, agents, and
employees as shall be determined from time to time by the Board.
Section 2.
Annual Meeting. The annual
meeting of the Members shall be held at a date, time and place in New York City
fixed by the Board, but not later than June 30th in any year,
starting with 2009. Notice of the date, time and place of such annual meeting
shall be given as hereinafter provided. At the annual meeting of Members, the
Board shall present the financial report and membership information required to
be presented under Section 519 of the New York Not-For-Profit Corporation Law.
Section 3.
Special Meetings. A special
meeting of Members may be called at any time by the President, or by or at the
request of any three members of the Board, or by ten percent (10%) of the
Members. Except as otherwise provided in these By-Laws, only business described
in the notice of any special meeting of Members may be transacted at any such
meeting.
Section 4.
Notice of Meetings. Notice of
each meeting of Members, stating the place in New York City, the date, and the
time thereof, shall be delivered by or at the direction of the Secretary to
each Member not less than ten (10) nor more than fifty (50) days before the day
on which the meeting is to be held, by facsimile or other means of electronic
communication or by first class mail, by or at the direction of the Secretary,
to each Member. If sent by facsimile or other means of electronic
communication, such notice shall be deemed to be delivered when transmission of
such notice has been made to the Member at the number or email address, if any,
previously provided by the Member for such purposes. If mailed, such notice
shall be deemed to be delivered when deposited in the United States Mail in a
sealed envelope addressed to the Member at his, her or its last post office
address provided by such Member for such purposes, with first class postage
thereon prepaid.
Section 5.
Waiver of Notice. Notice may
be waived in writing by a Member, either before or after the meeting.
Attendance of a Member at any meeting shall constitute a waiver of notice of
such meeting except where the Member attends the meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened. Except as otherwise provided in these By-Laws
or by the laws of the State of New York, neither the business to be transacted
at, nor the purpose of, any meeting of the Members need be specified in the
notice or waiver of notice of such meeting.
Section 6.
Quorum. At all meetings of
the Members, twenty percent (20%) of the Members, present in person or by
proxy, shall constitute a quorum for the transaction of business, except as otherwise
provided by these By-Laws or by the laws of the State of New York.
Section 7.
Action of the Members. Each
Member shall be entitled to one vote upon each matter submitted to a vote at a
meeting of Members. At all meetings of Members, a Member may vote in person
or by proxy executed in writing by the Member. Except as otherwise provided in
these By-Laws or by the laws of the State of New York, the action of a majority
of the Members present in person or by proxy at any meeting at which a quorum
is present shall be the act of the Members.
Section 8.
Adjournment. At any meeting
at which less than a quorum of Members is present, a majority of the Members
present may adjourn the meeting to a day certain and the Secretary shall give
all absent Members ten (10) daysı notice of such adjourned date; then the
Members present, on such adjourned date, shall constitute a quorum for the
purpose of conducting business and any business may be transacted which might
have been transacted at the meeting as originally called.
ARTICLE IIIARTICLE V
BOARD OF DIRECTORS
Section 1. Membership.
a. The
Board of Directors will consist of the President, Vice-President, Secretary and
Treasurer, who shall serve as ex officio voting Directors; and nine additional
voting Directors, one third of whom shall be elected at each Annual Meeting,
for three year terms. A retiring President of the Society shall serve for one
year as an ex officio nonvoting Director.
b. Vacancies
of an elected Director shall be filled for the balance of the unexpired term by
the Board.
c. No
person shall be elected for more than two consecutive three year terms or for the
balance of an unexpired or shorter term of more than one year, plus a full
three year term.
Section 2. Duties.
The Board of Directors will determine policy of the Society. The Board will be
responsible for setting annual dues; receive and approve an annual budget to be
submitted for the final approval of the membership; pass upon all expenditures
involving the appropriation of $300 or more.
Section 3. Meetings.
Meetings of the Board will be called by the President as needed and at least
three times a year at such time or place as the President will determine.
Special meetings may be convened by the President or at the request of at least
three Directors. All meetings shall be called on at least two days notice. A
majority of the Directors of the Board will constitute a quorum. Each Director
will have one vote and such voting may not be done by proxy.
ARTICLE VI
MEETINGS
Section 1.
Time. Unless otherwise determined
by the Board, regular meetings of the Society will be held each month except
the months of July and August. The Board of Directors will select the day of
the week and time in accordance with the organizational needs of the Society.Powers and Duties. The Board
shall manage and control the affairs and property of the Society. All
corporate powers, except such as are otherwise provided for in the Certificate
of Incorporation, these By-Laws, or the laws of the State of New York, shall be
and hereby are vested in and shall be exercised by the Board. The Board may,
except as otherwise provided by the laws of the State of New York, delegate to
committees at least one member of which is a Director, or to officers of the
Society, such powers as it may see fit.
Section 2.
Number and Election; Term of
Office; Removal; and Resignation.
a.
Number and Election. The
number of Directors of the Society shall be thirteen (13). The Board of
Directors shall be divided into three classes as nearly equal in size as
possible. Class I Directors shall consist of Joan Baekeland, Anita Beenk,
Marion Galison, Terry Milhaupt and Frederick Schneider and shall hold office
until the annual meeting of Members held in 2009; Class II Directors shall
consist of Judy Blum, Joe Earle, H. George Mann and Susan Peters and shall
hold office until the annual meeting of Members held in 2010; and Class III
Directors shall consist of Walter Bopp, Richard Fishbein, Amy Poster and
Allison Tolman and shall hold office until the annual meeting of Members held
in 2011. Each Director shall continue in office until his or her successor
shall have been elected and qualified or until his or her death, resignation or
removal. At the annual meeting of Members held in 2009 and in each succeeding
year, Directors shall be elected, by a plurality of the votes cast, to the
Class of Directors whose term of office is then expiring, to serve terms of
three years each. Directors shall be Members of the Society but need not be
residents of the State of New York. The immediate past President of the Society
shall be an ex-officio non-voting Director for one year following his or her
last term of office as President of the Society unless he or she continues as
(or is elected as) a Director of the Society following completion of such last
term of office.
b.
Limitation on Terms. No person
shall serve more
than three consecutive Full Terms as a Director. For purposes of the
foregoing limitation, (i) service as a Director or as an officer of the Society
prior to June 7, 2008 shall be deemed to be service as a Director, (ii) a term
of office as a Director or officer of less than two years shall not constitute
a Full Term, and (iii) a term of office as a Director or officer of two years
or longer shall constitute a Full Term as a Director. In addition, and anything to the contrary in
these By-Laws notwithstanding, except for service as an ex-officio non-voting
Director as provided above, no person shall serve more than nine years (whether
or not consecutive) as an officer and/or a Director of the Society (including
service prior to June 7, 2008) unless he or she ceases to so serve for at least
two years following completion of such nine years of service. Following such
two year hiatus, such person may be elected and re-elected as a Director of the
Society, subject to the foregoing nine year limitation on such subsequent
service.
c.
Removal. Any Director may be
removed, for cause, by a majority of the Members at any meeting of Members,
provided that the notice of such meeting includes notice of such proposed
action. Any Director may be removed, with or without cause, by a vote of at
least 75% of the Directors then in office, provided that the notice of such
meeting includes notice of such proposed action.
d.
Resignation. Any Director may
resign at any time by giving written notice of such resignation to the
President of the Society.
e.
Vacancies. Any vacancy
occurring in the Board of Directors by removal, resignation or death, or any
Directorship to be filled by reason of an increase in the number of Directors,
shall be filled by the Members at the annual meeting or at any regular or
special meeting of the Board of Directors. Each Director elected by the
Members to fill a vacancy caused by removal, resignation or death shall be
elected to the Class of, and shall hold office for the unexpired term of, his
predecessor in office. Each Director elected by the Board to fill a vacancy
caused by removal, resignation or death shall be elected to the Class of his
predecessor in office, and shall hold office until the next annual meeting of
Members. Each Director elected to fill a vacancy caused by any reason other
than removal, resignation or death shall be elected to such Class as the Board
of Directors shall determine, provided that (i) the Directors in each Class
remain as nearly equal in number as possible, (ii) any Director so elected by
the Board shall be elected by not less than a majority of the entire Board, and
(iii) any Director so elected shall hold office until the next annual meeting
of Members.
Section 3.
Section 2. Annual Meeting. The Annual Meeting will be held during the month of June
unless the Board sets a different date for the Annual Meeting. At the Annual
Meeting elections of officers and Directors will be conducted, reports will be
presented, and other business as may come before the Meeting shall be
undertaken. Such meeting shall be held in New York City on ten days notice
given by the Society.
Section 3. Quorum.
A quorum of no less than one-third of the active members will be necessary for
the transaction of business at any meeting. A quorum may be determined by the
presence of a member or by his or her proxy.annual meeting of the Board shall be held at a date,
time and place fixed by the Board. Notice of the date, time and place of such
annual meeting shall be given as hereinafter provided.
Section 4.
Special Meetings. Special meetings for a particular transaction of
businessA special
meeting of the Board may be called at any time
by the President, a majority
of the Board of Directors, or by a majorityor at the request of the members assembled at a
regular meeting. No other business than the particular piece of business
specified as the reason for the special meeting may be transacted at such
meeting without the two-thirds consent of all present at suchany three members of the Board.
Except as otherwise provided in these By-Laws, any business may be transacted
at any duly called Board meeting.
ARTICLE VII
DUES
Section 5.
Regular Meetings. Regular
meetings of the Board shall be held at least three times annually on such date
and time and at such place as the President shall determine..
Section 6.
Notice of Meetings. Notice of
each meeting of the Board shall be delivered by or at the direction of the
Secretary to each Director at least ten (10) days before the day on which the
meeting is to be held, either by written, electronic or telephonic notice.
Notice may be waived in writing by a Director, either before or after the
meeting. Attendance of a Director at any meeting shall constitute a waiver of
notice of such meeting except where the Director attends the meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting,
except as otherwise provided herein.
Section 7.
Quorum. At all meetings of
the Board, a majority of the entire Board shall constitute a quorum for the
transaction of business.
Section 8.
Action of the Board. The action
of a majority of the Directors present at any meeting at which a quorum is
present shall be the act of the Board, except as otherwise provided by these
By-Laws. Any member of the Board may participate in a meeting thereof by means
of a conference telephone or similar device by which all persons can hear all
other persons participating in the meeting at the same time. Any Board action
may be taken without a meeting if all members of the Board consent in writing.
Section 9.
Adjournment. At any meeting
of the Board, whether or not a quorum is present, a majority of the Directors
present may adjourn the meeting to another time and place without further
notice to any absent Director. At any such adjourned meeting at which a quorum
is present, any business may be transacted which might have been transacted at
the meeting as originally called.
Section 10.
Organization. At all meetings
of the Board, the President of the Society, or, in his or her absence, the
Vice-President, if one has been elected, shall preside. The Secretary shall
act as secretary at all meetings of the Board. In the absence of the
Secretary, the presiding officer shall appoint any person to act as secretary
of the meeting.
Section 11.
Compensation. Directors shall
serve without compensation for their services as such.
ARTICLE IV
OFFICERS
Section 1.
Dues. Annual dues of active
members will be determined annually by the Board of Directors. Honorary members
are not required to pay annual dues.Officers. The officers of the Society shall be the
President, a Vice-President, the Secretary, the Treasurer, (the ³Named
Officers²), all of whom shall be Directors of the Society, and such other
officers with powers and duties not inconsistent with these By-Laws as the
Board may from time to time appoint or elect. Any two or more offices may be held
by the same individual, except the offices of President and Secretary. No
instrument to be signed by more than one officer may be signed by one person in
more than one capacity.
Section 2.
Membership Year. The membership
year of the Society extends from July 1st of one year through June 30 of the
following calendar year. Bills for annual dues are submitted by the Treasurer
in July with payment due not later than the following October 1st. Members will
be dropped for nonpayment of dues.Election, Term of Office, Qualifications, and Removal.
The officers of the Society shall be elected at the annual meeting of the
Board. Each officer shall be elected for a two year term of office and shall
serve until his or her successor shall have been elected and qualified, or until
his or her death, resignation or removal. Any officer of the Society may be
removed, with or without cause, by a vote of a majority of the Directors then
in office.
Section 3.
Limitation on Terms. No person
shall serve more than three consecutive Full Terms in the same office of
the Society. For purposes of the foregoing limitation, (i) a term of office as
an officer for less than one year shall not constitute a Full Term, and (ii) a
term of office as an officer of the Society that commenced prior to June 7, 2008
(whether ending before, on or after that date) shall constitute a Full Term if
it equaled or exceeded one year.
Section 4.
Vacancies. Any vacancy in any
office arising at any time from any cause may be filled for the unexpired term
by a majority vote of the Directors then in office.
Section 5.
President: Powers and Duties.
The President shall be the chief executive officer of the Society and, subject
to the control of the Board of Directors, shall have general care, supervision
and direction of its affairs. The President shall preside at all meetings of
Members and of the Board of the Society. The President shall sign contracts
and other instruments in the name of the Society when so authorized or directed
by the Board. The President shall have such authority, and shall perform all
duties, ordinarily required of an officer in like position, and such other
authority and duties as may be assigned by the Board.
Section 6.
Vice President: Powers and
Duties. At the request of the President, or in the event of his or her absence
or disability, the Vice-President, shall perform the duties and exercise the
powers of the President and shall have and exercise general charge and
supervision of the affairs of the Society subject to the control of the Board,
and shall have such other powers as the Board may determine and perform such
other duties as may be assigned to him or her by the Board.
Section 7.
Secretary: Powers and Duties.
The Secretary shall have charge of such books, documents and papers as the
Board may determine, and shall have custody of the corporate seal, if any then
exists. He or she shall attend and keep the minutes of all the meetings of the
Board. He or she may affix the corporate seal, if any then exists, when so
authorized or ordered by the Board. The Secretary shall have such authority,
and shall perform all duties, ordinarily required of an officer in like
position.
Section 8.
Treasurer: Powers and Duties.
The Treasurer shall receive and have custody of all funds, money, property and
securities of the Society and shall deposit the same in such depository or
depositories as the Board shall designate. The Treasurer shall keep or cause
to be kept complete and accurate accounts of receipts and disbursements of the
Society. The Treasurer shall have such authority, and shall perform such
duties, ordinarily required of an officer in like position, and such other
authority and duties as may be assigned by the Board. Whenever required by the
Board, the Treasurer shall render a statement of the Societyıs accounts. The
Treasurer shall at all reasonable times exhibit the Societyıs books and
accounts to any officer or Director of the Society.
Section 9.
Compensation. Officers shall
serve without compensation for their services as such. Officers shall be
allowed reimbursement for reasonable expenses, on resolution of the Board.
ARTICLE VARTICLE VIII
COMMITTEES
Section 1.
Committees and Other Bodies. By
resolution of the Board of Directors, standing, special or other committees or
similar bodies may be created.Executive Committee and Other Committees of the Board
of Directors. The Board, by resolution adopted by a majority of the entire
Board, may designate from among its members an Executive Committee to consist
of the then Named Officers of the Society and at least two other Directors. The
President shall be the chairman of such committee. The Executive Committee, if
appointed, shall have and may exercise all of the powers and authority of the
Board, to the extent allowed by applicable New York law, but shall be required
to notify the full Board of any actions it takes or decisions made, other than
those made in the ordinary course of operations, within a reasonable time
thereafter. Other committees shall have the powers specifically provided in
the resolutions creating them which are not inconsistent with New York law.
Section 2.
PowersNominating Committee. The Board, by resolution adopted
by a majority of the entire Board, may designate from among its members a
Nominating Committee to consist of at least three Directors and Duties. Each committee or
similar body shall have such powers and duties and such terms of existence as
shall be prescribed by the Board of Directors.shall, in such resolution, designate the chairman of
such committee. The Nominating Committee shall consider candidates for
election as officers and/or Directors of the Society either at the annual
meeting of Members and/or Directors or at any other meeting thereof. Nominating
Committee recommendations for election at the annual meeting of Members and/or
Directors shall be communicated to the Board at least sixty (60) days prior to
each scheduled annual meeting. Nominating Committee recommendations for
election at any other meeting shall be communicated to the Board at least
thirty (30) days prior to the meeting at which the recommended candidates are
to be proposed for election.
ARTICLE IX
FUNDS AND SECURITIES
Section 3.
Finance Committee. The Board,
by resolution adopted by a majority of the entire Board, may designate from
among its members a Finance Committee to consist of the Treasurer and at least
two other Directors and shall, in such resolution, designate the chairman of
such committee. The Finance Committee shall prepare the Societyıs budget;
oversee the preparation of the Societyıs quarterly and annual financial
statements; and develop and propose rules, policies and procedures for the
conduct of the financial affairs and investment policies of the Society.
Section 4.
Quorum. A majority of all of
the members of the Executive Committee, the Nominating Committee, the Finance
Committee and of any other committees established by the Board shall constitute
a quorum at any meeting thereof, and the action of a majority of the members of
any such committee present at any meeting at which a quorum is present shall be
the act of the committee, except as otherwise provided in these By-Laws.
Section 5.
Procedures. Procedures of the
Executive Committee and of any other committee shall be governed by rules fixed
by the Board. Each member of the Executive Committee and of any other
committee shall serve at the pleasure of the Board. The President shall be an
ex-officio member of all committees of which he or she is not otherwise an
elected member.
ARTICLE VI
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contractual
AuthoritySection
1. Contracts. The Board of Directors may authorize any officer or officers or
Directors in the name of and on behalf, agent or agents of
the Society, in addition to
the officers so authorized by these By-Laws,
to enter into any contract or execute and deliver any instrument, or to sign checks, drafts or
other orders for the payment of money or notes or other evidences of
indebtedness, and
such authority may be genera1 or confined to specific instances; and, unless so
authorized by the Board of Directors, no officer shall have power of authority
to bind the Society by any contract or engagement. in the name of and on behalf of the Society, and such
authority may be general or confined to specific instances.
Section 2. Loans.
No loan shall be contracted on behalf of the Society and no negotiable paper shall be issued in its name unless
authorized by the vote of the Board of Directors. When authorized by the Board
of Directors to do so, any officer of the Society may effect loans and advance
at any time for the Society from any bank, trust company or other institution,
or from any firm, corporation or individual. Such authority may be general or
confined to specific instances.
Section 6.
Checks, Drafts, etc. All
checks, drafts or orders for the payment of money, notes or other evidences
of indebtedness
issued in the name of the Society, shall be signed by such officer or officers,
agent or agents of the Society and in such manner as shall from time to time be
determined by resolution of the Board of Directors. In the absence of such
determination by the Board of Directors, such instruments shall be signed by
the Treasurer or an Assistant Treasurer, if one is elected or appointed, and
countersigned by the President or Vice President of the Society.
Section 7.
Section 3. Funds of the
SocietyDeposits. All funds of the Society not otherwise employed shall
be deposited from time to time to the credit toof the Society in
such banks, trust companies, investment
brokerage firms or other depositoriesdepositaries as the
Board of Directors may select,
or as may be selected by any officer or officers of the Society to whom such
power may from time to time be delegated by the Board of Directors.
ARTICLE X
SEAL
The seal of the Society shall be
circular in form and shall bear the name of the Society, the year of its
organization, and the words ³corporate seal, New York.²
Section 8.
Gifts. The Board of Directors
may accept on behalf of the Society any contribution, gift, bequest or devise
for the general purposes or for any special purpose of the Society.
ARTICLE VI
BOOKS AND RECORDS
The Society shall keep correct and complete books and
records of account and shall also keep minutes of the proceedings of its
members, Board of Directors and committees having any of the authority of the
Board of Directors, and shall keep at its registered or principal office a
record giving the names and addresses of all Members, Directors and officers.
All books and records of the Society may be inspected by any Member, or his
agent or attorney, for any proper purpose at any reasonable time, to the extent
permitted by the New York Not-For-Profit Corporation Law.
ARTICLE VIIARTICLE XI
FISCAL YEAR
The fiscal year shall be July 1 of one year to
June 30 of the followingof the Society shall begin on the first day of January
and end on the last day of December in each
year.
ARTICLE XII
NOTICES
Whenever, under the provisions of
these By-Laws, the
ARTICLE VIII
AGENTS AND REPRESENTATIVES
The Board may appoint such agents and representatives
of the Society with such powers and to perform such acts or duties on behalf of
the Society as the Board may see fit, so far as may be consistent with these
By-Laws, and to the extent authorized or permitted by law.
ARTICLE IX
AMENDMENTS
The By-Laws of the Society may be altered, amended
or repealed, and new By-Laws adopted, either (a) by the affirmative vote of a
majority of the entire Board, or (b) by the affirmative vote of a majority of
the Members present at a meeting of Members at which a quorum of Members is
present, in either case subject to obtaining necessary governmental approval
for any such action; provided, however, that notice of the proposed amendment
or amendments shall have been included in the notice of the meeting at which
such action is to be taken. Notwithstanding the foregoing, the Board shall not
have the power to alter, amend or repeal any provision (i) of this Article IX;
or (ii) any provision of these By-Laws which by law, by the Societyıs
Certificate of Incorporation or any statute, notice is required to be given to any
director, officer or member, notice may be given in writing by mail, FAX, or by
telegram, addressed to such director, officer or member at such address as
appears on the books of the Society. Any director, officer or member may waive
any notice required to be given by law, the Certificate of Incorporation or
these By-Laws.
ARTICLE XIII
PARLIAMENTARY AUTHORITY
All meetings of this Society
shall follow Robertıs Rules of Order Revised, unless a different parliamentary
procedure is required by law, the Articles of Incorporation, these bylaws, or
by Resolution of the Board of Directors.
ARTICLE XIV
OFFICES
Section 1. Offices
of the Society. The offices of the Society shall be located in the City of
New York, State of New York.
Section 2. Other
Locations. The Society may also have offices at such other places, either
within or without the State of New York, as the Board of Directors may from
time to time determine.
ARTICLE XV
AMENDMENT OF BY-LAWS
These by-laws may be amended by a
two-thirds vote of the members at any regular meeting provided that notice of
the proposed amendment was submitted at a previous regular meeting or by mail.by these By-Laws requires action
by the Members.
ARTICLE X
ARTICLE XVI
INDEMNIFICATION OF OFFICERS AND
DIRECTORS
The
Society shall indemnify and
hold harmless all officers and directors of the Society to the fullest extent
permissible under law, including but not limited to the, to the fullest extent now or
hereafter permitted by law or permitted by and in accordance with the standards
and procedures provided for by sections 721 through 726 of the New York Not-for-Profit Corporation Law of New York. The Society shalland any amendments thereto, indemnify and hold harmless such persons for all acts against all liability, loss
and reasonable expenses (including attorneysı fees actually and necessarily incurred as a result of any
such actions or proceedings or appeal therein,any person made, or threatened to be made, a party to
any action or proceeding by reason of the fact that he, his testator or
intestate was a Director, officer, employee or agent of the Society, against judgments, fines, and amounts paid or to be paid in settlement of
any such actions or proceedings), other than those acts finally adjusted to
have been knowingly fraudulent, deliberately dishonest or due to willful
misconductin
settlement and reasonable expenses, including attorneysı fees. The Society may purchase and
maintain insurance to indemnify such persons in instances in which they may be
indemnified by the Society as provided herein or in said sections 721 through
726 of the New York Not-For-Profit Corporation Law.
