THE ELEVATOR CONFERENCE

OF

NEW YORK, INC.

 

 BYLAWS

 Amended (12/09)

 ARTICLE I

Name.                     The legal name of this corporation shall be The Elevator Conference of New York, Inc. For purposes of these Bylaws, the names “The Corporation” and “The Conference” are used interchangeably. 

 

Offices.                   The Corporation shall have its principal office in the State of New York. The Corporation may also have offices at such other places within and without the United States as the Board of Directors may from time to time appoint or the business of the Corporation may require.

 

Seal.                        The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, New York”. One or more duplicate dies for impressing such seal may be kept and used.

 

ARTICLE II. PURPOSES

 

THE PURPOSES OF THE CORPORATION ARE:

 

                                To promote, foster and advance in every lawful manner, the common interest and goals of those engaged in the vertical transportation industry, also known as the Industry; to encourage, increase and advance fellowship, cooperation and mutual interest among manufacturers, suppliers, contractors, consultants, inspectors, public employees and field personnel engaged in the industry; to inform those in the vertical transportation industry and the general public on the safety and operation of all vertical transportation; to organize, hold and conduct meetings, discussions, lectures, seminars and forums on issues affecting the vertical transportation industry; to acquire, assemble, preserve and distribute educational and informational literature in connection with improving safety and the overall operation of vertical transportation systems; to maintain, develop, improve and enhance the standards, practices, and ethics of those engaged in the Industry; to aid, assist, cooperate and otherwise engage in concerted action with private and governmental agencies, organizations and institutions on all issues involving the common interests and goals of those engaged in the vertical transportation industry.

 

            Notwithstanding any other provision of this article, the Corporation is organized exclusively for one or more of the purposes as specified in section 501 ( C ) ( 3 ) of the Internal Revenue  Code of 1986, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under IRC Section 501 ( C ) ( 3 )  or corresponding provisions of any subsequent Federal tax laws.

 

                .               No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee, director, officer of the Corporation or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee, officer of the Corporation or any private individual shall be entitled to share in the distribution of any dissolution of the Corporation.

 

                                No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code Section 501 ( H ) or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

 

 

                        The Corporation shall not engage in the practice of law, except as provided by subdivision 7 of section 495 of the Judiciary Law, or of any of the professions designated in Title VIII of the Education Law, or to conduct a school for any such profession, or to hold itself out to the public as offering professional services.

 

                                The Corporation shall not operate an elementary school, secondary school, institution of higher education, cable television facility, educational television station pursuant to section 236 of the Education Law, library, museums, or historical society, or to maintain an historic site.

ARTICLE III. DEFINITION

 

                         The term “Vertical Transportation Industry” includes the installation and servicing of vertical and horizontal handling equipment and other equipment incident thereto, commonly known as freight or passenger elevators, escalators, dumbwaiters, man-lifts, moving walks, sidewalk, special purpose, rack and pinion elevators, incline-lifts and similar products.

 

ARTICLE IV. MEMBERSHP:

SECTION 1. ELIGIBILITY:

 

Any person who displays an interest in the purpose of The Elevator Conference of New York, Inc. and whose professions or trade deals with the vertical transportation industry, shall be eligible for membership.

 

 

SECTION 2. GOOD STANDING:

 

To enjoy the rights and privileges of membership of the Conference, a member must be in good

standing.

 

 

 

SECTION 3. MEMBERSHIP CATEGORIES:

 

                        There shall be four (4) categories of members in the Conference. Included in each category will be specific classification of membership.

                                       1)      Professional

 

                                                Public, Class A

                                                Code, Class B

                                                Professional, Class C

 

                                       2)      Supplier/Industrial

 

                                                Supplier/Industrial, Class D

                                                Building/Insurance, Class G

 

       3)      Contractor

 

                                                Contractor, Class E

                                                Field, Class F

 

                                       4)      Subscription

 

                                                Subscription, Class H

                                                Honorary, Class I

 

Membership categories shall include individual type membership or corporate type membership. 

                                                                                               

SECTION 4. CLASSIFICATION OF MEMBERSHIPS:

Class A - Public Member.

 

                                                Any person employed by a city, county, state of federal agency whose responsibilities are concerned with the provisions of labor, for the maintenance, repair or installation of vertical transportation devices, or with the administration of facilities which provide these services.

                                 

                                Class B - Code Member.

 

                                                Persons employed by firms, companies or corporations in the industry of the private inspection industry and whose responsibility and primary function is the administration and/or the application of the industry safety codes. 

 

Class C - Professional Member.

 

                                                Persons employed in the architectural, engineering and consulting fields and who are engaged in the industry.

 

                                Class D - Supplier/Industrial Member.

 

                                                Persons employed by firms, companies or corporations in the industry and whose responsibility and primary function is to the manufacturer and or sale of parts of vertical transportation devices.

 

                                Class E - Contractor Member.

 

Persons employed by or any firms, companies or corporation interested in promoting the purpose of the Conference

and are engaged in manufacturing, sales, maintenance, repair or installation of vertical transportation devices.

 

Class F - Field Member.

 

                                                Any person actively working in the field of vertical transportation who is engaged in the installation, modernization, maintenance, service and/or repair of vertical transportation devices and is interested in promoting the purpose of the Conference.

 

Class G - Building/Insurance Member.

 

                                                Persons involved in the building administration field and/or construction fields as managers, project managers and job/field superintendents who are engaged in the Industry. Persons who are engaged in the insurance industry and whose responsibilities are related to vertical transportation.

 

 

 

Class H - Subscription Member.

 

                                                Individual members in the Conference who are now retired or whose affiliation with a firm, company or corporation has ceased and are no longer active in the Industry, are eligible to become subscription members. Subscription members shall not be entitled to attend or vote at business meetings of the Conference, or of the Board of Directors.

 

                                Class I - Honorary Member.

 

                                                The Board of Directors may bestow honorary membership upon such persons furthering the spirit and aims of the Conference. Such honorary membership shall be for a period of three (3) years. No dues shall be required nor are voting privileges accorded honorary members.

 

SECTION 5. APPLICATION FOR MEMBERSHIP:

 

                                             Application for membership in the Conference shall be made on printed forms furnished for that purpose. The application shall contain an agreement to pay such dues and assessments as are or may in the future be prescribed by the Board of Directors. The membership committee shall review all membership applications to determine whether the applicant qualifies for membership.

 

                                The membership committee shall report its findings to the members of the Board of Directors, who shall, within fifteen (15) days of their receipt of said findings, indicate in writing their vote for or against the election of the applicant for membership.

 

                                Members of the Board of Directors shall vote against election to membership only if one or more of the stated membership criteria are not met. Election to membership shall require the affirmative vote of seventy-five percent (75%) of the members of the Board of Directors. Applicants not elected to membership shall have a right to a hearing on the matter pursuant to the procedures set forth in Article V, Section 3 hereof.

 

SECTION 6. CHANGE IN MEMBERSHIP CLASSIFICATION:

 

                                Should any member of the Conference desire to make a change in membership classification, application for such change, indicating the classification desired and the qualifications for said classification shall be made to the Board of Directors. The Board, after investigation hearing upon the requested change in classification, shall, within the framework of these bylaws, grant or not grant the application within a reasonable time after its submission.

 

ARTICLE V. TERMINATION OF MEMBERSHIP

 

SECTION 1:

                                Any member may resign at any time upon submission of a written resignation. A member resigning in good standing (Dues paid to the end of the period in which termination is requested) can be reinstated without the payment of the initiation fee, if one is required for the classification involved. Those not in good standing shall pay the initiation fee upon request for reinstatement, if one is required for the classification involved, plus all arrearages. In both instances, current dues will be charged as of the billing date nearest the date of approval for reinstatement.

 

SECTION 2:

                                The Board of Directors shall have the power to suspend or expel any member who is sixty (60) days in arrears for dues, after giving written notice of such delinquency. Any member who is ninety (90) days in arrears shall be dropped automatically from membership. Any such member may reapply for membership and pay the initiation fee, current year dues and any other related administrative charges, including dues, which were owed to the Conference at the time of suspension.

 

SECTION 3:

                                Any member of the Conference may be suspended or expelled for cause as determined by a vote of seventy-five percent (75%) of the members of the Board of Directors at a meeting. Sufficient cause shall be a violation of the bylaws or any lawful rule or practice duly adopted by the Conference. Written notice shall be mailed to such member not less than thirty (30) days prior to the date set for said meeting. The notice shall set forth the time and place of such meeting and the reasons for the proposed suspension or expulsion.

 

SECTION 4:

Upon termination of membership, voluntary or involuntary, there shall be no refund of dues. Further, any and all rights and

privileges of membership shall cease with the termination of membership.

 

ARTICLE VI. DUES

SECTION 1. INITIATION FEE:

 

                                Only new members who shall qualify for classifications, other then that of the subscription or honorary classification, shall pay an initiation fee of $50.00, which fee may be changed at any meeting of the Board of Directors, and at its sole discretion, by a two-thirds majority vote.

 

 

 

SECTION 2. ANNUAL MEMBERSHIP DUES:

 

                                The annual membership dues of all classifications of this Conference except for the subscription and honorary membership classifications shall be $75.00 for individual membership and $325.00 for corporate type membership, determined by the Board of Directors,  (2009) payable at such time as the Board of Directors shall decree. The annual membership dues shall be set by the board of directors at its sole discretion. 

 

SECTION 3. SUBSCRIPTION MEMBERSHIP:

 

                                The annual membership dues of subscription members of this Conference shall be set by the Board of Directors and shall be payable at such time as the Board of Directors shall decree.

 

SECTION 4. HONORARY MEMBERSHIP:

 

                                No initiation fee shall be required of, nor any dues paid by, honorary members.

 

SECTION 5. DUES PAYMENT/REFUND:

 

                                Membership dues shall be paid directly at the principal office of the “Conference”. There shall be no refund of any portion of any member’s dues for any reason.

 

ARTICLE VII. MEETINGS

 

SECTION 1. ANNUAL MEETING:

 

                                The Conference shall hold an annual membership meeting for the entire membership at the time and place designated by the Board of Directors. Notice of the annual membership business meeting shall be mailed to all members at least thirty (30) days and not more than ninety (90) days prior to the date of the meeting. The annual membership meeting may be held either inside or outside the City of New York as may from time to time be determined by the Board of Directors.

 

SECTION 2. VOTE:

 

                                Each class member eligible to vote shall be entitled to cast one (1) vote, on each of the matters that may be before the Conference membership at the annual meeting, and/or for the election of a member to the Board of Directors of that member’s classification. Only those members in good standing, qualified to vote shall be eligible to vote.

 

SECTION 3. QUORUM:

 

                                At each annual meeting of the Conference, except where otherwise provided by law, members representing, in person or by proxy, a majority of the membership shall constitute a quorum; in case a quorum shall not be present at any meeting, the majority of the membership there present may adjourn the meeting to some future time and place. No notice of the time or place of the adjourned meeting need be given other than by announcement at the meeting. Only those members who, if present at the original meeting, would have been entitled to vote thereat, shall be entitled to vote at any such adjourned meeting.

 

                                Items form members to be included in the agenda of the mutual membership meeting, for the consideration of the membership at large, must be presented to the Board of Directors sixty (60) days in advance of the meeting, These items shall be mailed to the membership at large for their consideration thirty (30) days in advance of the annual meeting by the Secretary of the Board of Directors.

 

SECTION 4:

The order of business at the annual meeting shall be as follows:

 

                                                1.   Call to order

                                                2.   Reading of minutes of previous meeting, unless waived

  1. 3.     President’s remarks
  2. 4.     Reports of officers         
  3. 5.     Reports of standing committees.
  4. 6.     Reports of temporary committees. 
  5. 7.     Appointment of temporary committees. 
  6. 8.     Unfinished business. 
  7. 9.     New business. 

10. Appointment of election of inspectors of elections, if requested. 

11. Roll call and presentation and examination of proxies. 

12. Election to fill vacancies in the Board of Directors, if the annual meeting called for that purpose. 

13. Installation of officers. 

14. Adjournment. 

 

SECTION 5. SPECIAL MEETING:

 

                                The President may call a meeting of the Board of Directors whenever in his judgement it is advisable to do so. He shall call a meeting of the Directors whenever so requested in writing by five (5) or more Directors, within thirty (30) days from the receipt of the request.

Letters postmarked at least ten (10) days prior to the date of such meeting shall be sufficient notice.

 

SECTION 6. NUMBER OF MEETINGS:

 

                                The Board of Directors shall have a minimum of five (5) meetings per year, one of which shall be at the time of Annual meeting.

 

SECTION 7. ROBERT’S RULE TO GOVERN:

 

                                All meetings shall be governed by the latest edition of Robert’s Rules of Order.

 

ARTICLE VIII. BOARD OF DIRECTORS

 

SECTION 1. NUMBER OF DIRECTORS:                                                                                                                                      (12/04)

 

                                The Board of Directors shall consist of up to nine (9) members and no less than five (5). No more than three (3) four (4) members from each category of membership, will maintain a seat on the Board of Directors. One director's term from each category will expire each year, not to  exceed a total of one-third of the entire board. In the event a category of membership does not vote a member to the Board of Directors, that seat will remain vacant until such time as a representative is voted to the Board by that category.(2009)

 

SECTION 2. REQUIREMENTS:                                                                                                                                                      (12/07) 

 

                                To be eligible for election to the Board of Directors, a member must have been a member in good standing and a resident of the New York Metropolitan Area  for at least the one year period prior to said election. No more than one (1) Director from a corporate entity or a group of jointly owned companies shall serve on the Board of Directors at any one time.

 

                                The term of each Director shall be for a period of three (3) years.  A Director may run for re-election. (2009)

SECTION 3. ELECTION:                                                                                                                                                                  (12/04)   

 

                                 Elections of members of the Board of Directors shall take place at the annual meeting of the General Membership. If no one is elected and qualified, the board member in position whose term is expired will hold the position for an additional three year term. Vacancies on the board caused by any reason other than the removal of a member by a vote of the Directors shall be filled by a vote of the majority of the remaining board members. This shall take place at the annual meeting of the board or at a special meeting of the board held for that purpose, the director/directors, so elected for the remainder of the term of the director whose term he or she is filling and until his or her successor shall have been duly elected and qualified. Board members shall take office immediately following adjournment of the meeting at which elected.

 

SECTION 4. BUSINESS OF THE CONFERENCE:

 

                                The business of the Conference shall be conducted by the Board of Directors pursuant to the Articles of Incorporation and these Bylaws.

 

SECTION 5. COMPENSATION:

 

                                No officer, director or committee member shall receive any compensation from the Conference for his/her service, but the Board of Directors may authorize the incurring or payment of expenses necessitated by the office, director or committee member on behalf of the Conference by either (1) prescribing a formula, rule of standard or (2) a specific authorization.

 

SECTION 6. REMOVAL OF DIRECTOR:

 

                      Any member of the Board of Directors may be removed from membership on the said Board by vote of three-fourths of all members of the Board of Directors for such cause as they deem necessary.

 

SECTION 7.

 

The Board of Directors may change the principal office and have offices at other locations from time to time, as the business of the Conference may require.

 

 

 

 

 

 

SECTION 8. BOARD OF DIRECTORS EXPENDITURES:

 

                                In accordance with these Bylaws, the Board of Directors may convene itself at any time between or during the general assemblies of the membership. In connection with attending interim meetings, transportation from the board members respective place of business or home, to the place of meeting, and a per diem expense, to be decided upon by the Board for each day of executive session, shall be borne by the Conference. The Treasurer, may require such documentation of such expenses as may be required by the rules and regulations of the Internal Revenue Service.

 

SECTION 9. METHODS OF MEETING:

 

                                The Board of Directors may, within, its discretion, decide certain interim matters by mail, fax, or by telephone conference call.

 

SECTION 10. VACANCIES:

 

                                Where membership vacancies occur on the Board of Directors between annual assemblies, said vacancies shall be filled by the Board of Directors and shall be effective until the next annual meeting.

 

SECTION 11. ELECTION TO SUBSEQUENT TERMS:

 

                                No director except for those appointed to fill a vacancy shall be eligible for re-election upon the completion of his term of office unless at least one (1) year shall have elapsed from the date of the expiration of that term, except as is prescribed in Section III, article VIII. (2009)

 

SECTION 12. QUORUM:

 

                                A quorum of at least the majority of the number of the current board members shall be the requisite minimum for the conduct of all business meetings of the Board of Directors.

 

SECTION 13. EXECUTIVE COMMITTEE:

 

                                The officers shall constitute the executive committee, which shall have and exercise the powers of the Board of Directors in the management of the business affairs of the conference during the intervals between meetings of the Board of Directors.

 

SECTION 14. RESERVE FUND:

 

                                The Board of Directors shall see that there is a reserve fund provided for the Conference. The reserve fund must be equal to at least 50% but not to exceed 100% of the total average annual expenditures during the preceding five years. The Board of Directors may expend, as a contingency fund, a total not to exceed 10% of the funds in reserve in any one year. Expenditure of any reserve fund in excess of 10% of the total reserve must be subject to approval by the majority of the Board of Directors. The Board of Directors may expend from the reserve funds by resolving, that because of a period of recession or depression affecting the income and financial position of the Conference, or unforeseen decline of income or increase in expenses, or a need to fund an emergency project, such an expenditure is necessary to meet the current operating expenses of the Conference.

 

SECTION 15. VOTE:

 

                                Each member of the Board of Directors shall have one (1) vote (except the President, who shall vote only in a case of a tie, and shall cast the tie breaking vote) on all matters that may come before the Board.

 

ARTICLE IX. OFFICERS

 

SECTION 1. OFFICERS:

 

                                The President, Vice President, Secretary and Treasurer of the Conference shall be elected by the Board of Directors. The President elect must have served at least one full year on the Board of Directors. Each member of the Board of Directors shall have one vote for each office to be filled.

 

                                The members of the Board of Directors shall serve until their respective successors have been duly elected and qualified or until removed in the manner elsewhere provided. The normal term of office for a member of the Board of Directors shall be for a period of three (3) years.

 

                                In the normal rotation, the term of office of only one member of the Board of Directors shall expire in each year. The terms of office of the members, in the same order listed herein above, shall expire in each successive year beginning with year 1993.

 

                                As the term of each of the first three (3) Board positions expires the term for which his or her successor shall be elected shall be for the normal period of three (3) years. The term of office shall commence at the conclusion of the annual general membership meeting at which the election has taken place.

 

 

SECTION 2. DUTIES OF THE PRESIDENT:

 

                                The President shall have general supervision of all affairs of the Conference, shall be the presiding executive officer of all annual meetings, shall be chairman of the Board of Directors, shall within his discretion create any committees deemed by him to be necessary for the accomplishment of the Conference objectives and appoint all personnel thereof except as provided elsewhere in the Bylaws. He shall be joint custodian of funds with the Treasurer, and shall be an ex-officio member of all committees. The President shall have no power to act contrary to the order or resolutions of the Conference or the Board of Directors. He shall not enter into any contract or commitment which is in an amount exceeding $1,000, without the approval of a three-fourths majority of the Board of Directors.

 

SECTION 3. VICE PRESIDENT:

 

In the event of the inability of the President to perform his duty, the Vice-President shall assume and discharge all the duties of

the President.

 

SECTION 4. SECRETARY:

 

                                The Secretary shall be responsible for the taking and preserving of minutes at all meetings and business sessions of the Board of Directors. He/She will perform such other duties as may be assigned to him/her by the Board of Directors.

 

SECTION 5. TREASURER:

 

The Treasurer shall be custodian of all funds of the Conference. He/She shall direct and supervise the Executive Director (If

one is engaged by the Conference) in maintaining an accurate set of disbursement records which shall be open at all times to the members. He/She shall make a full and complete report at the annual meeting and mid-year board meeting.

 

ARTICLE X. EXECUTIVE OFFICE

 

SECTION 1. EXECUTIVE OFFICE:

 

                                The Board of Directors in the name of the Conference may establish an Executive Office, and retain, at its discretion, an Executive Director to administer the affairs to the Conference under board direction.

 

SECTION 2. SURETY BOND:

 

                                The Conference will maintain a Fidelity Bond. Such Bond will afford coverage for Board of  Directors, Executive Director and all employees if any. The limit or amount of insurance for such Fidelity Bond, will be at the discretion of the Board of Directors. The bond limit or amount will not be less than $10,000. The cost of such bond will be paid for by the Conference.

 

SECTION 3. BUDGET:

 

                                The budget for the executive office, including salaries and expenses shall be set by the Board but shall be limited to seventy-five percent (75%) of the Conference’s income. (For this purpose only income shall be defined as follows: Membership dues, material sales, interest, donations/contributions, excess revenue over expenses of Conference functions and/or fundraising events.)

 

SECTION 4. EXECUTIVE DIRECTOR:

 

                                The Executive Director shall be appointed and serve at the discretion of the Board of Directors at such compensation and upon such terms as the Board of Directors shall deem appropriate and as limited by these Bylaws. He/She shall be solely responsible to the Board of Directors.

 

SECTION 5. DUTIES OF EXECUTIVE DIRECTOR:

 

                                The Executive Director shall maintain an executive office for the administration of those Conference affairs assigned by the Board of Directors, including assisting the Secretary in providing facilities for recording, transacting and preserving minutes of all general meetings, and meetings of the Board of Directors; keeping an accurate set of books of account; billing and collecting all dues and other monies which may be owed; gathering, analyzing and disseminating all data and information pertinent to the conduct of the member’s operations; implementing the work of all standing and special committees; arranging and assisting with the conduct of all meetings; appearing as the Conference’s representative before other groups; initiating programs for the welfare of the Conference and its individual members; and implementing all assignments authorized by the President in his capacity as Chairperson of the Board of Directors. Should the Board of Directors so desire, and with the permission the Treasurer, they may designate the Executive Director upon the posting of a surety/fidelity bond as the custodian of all funds of the Conference. Under such circumstances, he/she shall select a depository for such funds in the city where he/she resides. He shall be responsible for maintaining an accurate set of disbursement records which shall be open at all times to the members. In this connection, the Executive Director is charged with making purchases and disbursements only in accordance with the budget as adopted or amended by the Board of Directors. The Executive shall cause an independent annual audit of the Conference’s financial records to be made at the completion of each fiscal year by an independent Certified Public Accountant.

 

ARTICLE XI. COMMITTEES

 

SECTION 1. STANDING COMMITTEES:

 

                                The standing committees of the Conference shall consist of two or more members in addition to the President as an ex-officio member, or as assigned below. Additional members shall be added to the committees as the task may warrant. It shall be the responsibility of each committee chairperson to regularly report to the President developments related to their committee’s activity for publication and circulation to the members. Wherever possible, board members shall be members of standing committees.

 

                                The chairperson of the committee will report his selection of the committee personnel to the President as soon after the annual meeting as possible, and the members of these committees shall continue to serve during the ensuing years and until their respective successors have been appointed, unless sooner relieved from service by order of the President or otherwise. The president may remove or create committees, if ,in his/her judgement, such action is necessary for the good of the Conference. Committees shall have all such assistance from the Conference and its officers as may be necessary to fulfill objective and make recommendations.

 

SECTION 2. COMMITTEE CLASSIFICATION:

 

                                The following shall be the Conference’s standing committees:

 

                                                Communication and Public Relations- To advise and recommend to the Board of Directors on all matters pertaining to communications and public relations, and to be responsible for all publications and newsletter. The President shall be a permanent member to this committee.

Codes Standards and Safety- To advise and recommend to the President and the Board of Directors on all matters

pertaining to codes, standards and safety as it pertains to the vertical transportation industry.

 

                                                Meetings and Protocol- To formulate a suitable program for the annual meeting and supervise its execution along with establishing protocol procedures. The Vice-President shall be a permanent member on this committee.

 

                                                Technical/Information/Presentation- To advise and recommend to the President and the Board of Directors on all available information and technical matters related to the vertical transportation industry. To acquire speakers and locations for Conference meetings, and assist the President in setting up the meeting agendas.

 

                                                Finance- To prepare budgets, recommend investments and advise the Board of Directors on matters of dues, fund raising and expenditures. The Treasurer shall be a permanent member of this committee.

 

                                                Membership- To solicit and recommend to the Board of Directors on acceptance or rejections for membership.

 

                                                Planning- This committee shall advise on and plan the future development of the Conference. This committee is to be established as requested by the President at time intervals not to exceed five (5) years. A full report will be made to the Board of Directors and to the membership.

 

                                                Liaison- This committee will be responsible for representing the Conference on industry related committees and associations. A representative will be selected by the Board of Directors in compliance with the requirements of the committee or association granting the Conference representation.

 

ARTICLE XII. INDEMNIFICATION

 

SECTION 1. PROTECTION BY INDEMNIFICATION:

 

                                To the fullest extent permitted by the laws of the State of New York, the Conference shall indemnify and hold harmless each officer, each member of the Board of  Directors and volunteer committee members, singly and as a group, against all expenses and liabilities, including attorney’s fees, actually and reasonably incurred by or imposed upon any such person, or group of persons, as a consequence of any legal proceeding (or settlement or appeal of such proceeding) to which he/she may be made a party as a consequence of his/her being or having been an officer, director or member of a volunteer committees of the Conference. The foregoing right of indemnification shall not be available if a judgement or other final adjudication establishes that his/her actions were contrary to the purpose of the corporation and/or its Bylaws or otherwise to the detriment of an aggrieved third party.

 

                                By way of illustration, the following shall be construed to be actions contrary to the purposes of the Corporation and/or its Bylaws:

 

A)            Willful misconduct or a conscious disregard of the best interest of the Conference, during a proceeding by, or in the right of, the Conference to procure a judgement in its favor.

 

                                B)            A violation of State of Federal statute.

 

C)            A transaction from which the officer, director or committee member                                                                                                  derived an improper personal benefit as determined by the 

                                disinterested members of the Board of Directors.

 

                                In the event of an out of court settlement, the majority of the disinterested members of the Board of Directors must approve such settlement as being in the best interest of the Conference.

 

                                The foregoing “right of indemnification” shall be in addition to, and not exclusive of all other rights to which officers, members of the Board of Directors, or committee members may be entitled.  

 

SECTION 2.

                                Nothing contained in this provision shall limit any right to indemnification to which any officer, director and volunteer committee member may be entitled by contract or under any law now or hereinafter enacted.

 

ARTICLE XIII. INSURANCE

 

                                Insurance for the Conference, shall be maintained at the discretion of the Board of Directors. The insurance premium and the cost of any deductible or self insured retention, shall be borne by the Conference. Type or types of insurance maintained shall not necessarily include all types listed below nor shall not be limited to the following types of coverage. Availability of insurance and determination of cost to afford, will be decided by the Board of Directors.

 

Directors and Officer Professional Liability Insurance: (In a sum not less than)                                                      $500,000. Per Claim.

 

Comprehensive General Liability Insurance(occurrence type form): ( In a sum of not less than)                    $500,000. Per occurrence.

 

                                Umbrella Policy: ( In a sum of not less than ) $1,000,000. Per occurrence.

 

ARTICLE XIV. MISCELLANEOUS:

 

SECTION 1.

 

                                All checks, drafts demands for money and notes of the Conference, above that as is allowed for the President, shall require the additional signature of the Treasurer.

 

SECTION 2.

The fiscal year of the Conference shall be determined by the Board of Directors as may best suit the Conference.

 

ARTICLE XV. AMENDMENTS

SECTION 1.

Proposed amendments to these Bylaws must be signed by at least fifteen members.

 

SECTION 2.

                                Such proposed amendments must then be submitted to the Board of Directors, through the Conference Secretary, at least sixty (60) days before the general meeting. This section may be waived by three-fourths of the membership present at the general meeting.

 

SECTION 3.

                                Such proposed amendments must be presented by the Board of Directors to the membership at the general meeting and shall require a three-fourths affirmative vote of the membership present, or by proxy for adoption.

8/18/99
J/ECNY/Bylaws
Amended 12/2/04