Articles of Incorporation
FIFTH: The number of directors is to be twenty-one (21). The directors hereinafter named and their successors shall also be the members of this corporation and no vacancy in membership should be filled without the concurrence of eleven directors, or of two thirds if there be less than sixteen in office, nor shall the number of members be increased above twenty-one except by unanimous consent.
REASON FOR AMENDMENT:
Article stipulates that the number of directors have to be exactly 21.
Bylaws cannot reduce the number of directors.
Articles of Incorporation
FIFTH: The number of directors is to be the greater of either three (3) or the minimum set by New York State law, with the maximum to be determined by the Board in the Bylaws.
Bylaw 3. Number; Method of Election
The affairs of this corporation shall be governed by a board of directors of at least seventeen (17) and not more than twenty-one (21) directors. The board of directors is responsible for overall policy and direction of the corporation, and delegates responsibility of day-to-day operations to the staff.
Seven (7) directors shall be elected at each annual meeting of the board of directors to serve for three years and until successors shall be elected and qualify. The board may fill vacancies in unexpired terms only at the annual meeting, and those elected shall take office at the end of the annual meeting. No person shall be elected, however, who shall not have been nominated in writing by a director at least ten days before the meeting at which the election is to be held. The board may decline to fill a seat notwithstanding the nomination of a candidate for that seat, if the refusal to fill the seat does not cause the number of board members to be less than seventeen (17). If a director is not reelected as a director that person’s directorship terminates at the end of the annual meeting at which the director was not reelected.
Election as a director of the corporation shall require the concurrence of a majority of the directors present and voting. (Amended May 21, 1995; June 11, 2005; May 21, 2016; October 5, 2018; April 10, 2019; May 1, 2020; June 20, 2020)
REASON FOR AMENDMENT:
We've fallen below the minimum number of directors in the past, and it's unclear what powers
the board has when it does. Compounding that with the impossibility of midyear elections may
tie an understaffed board's hands behind its back for months. A lower floor or smaller board
would avoid this situation.
We've been saddled with nonparticipating directors just to keep the number at 17, which created contradictions with bylaw 5's expulsion requirements. Fewer nonparticipating directors increases the likelihood of 100% board giving, which opens doers to the institute. Elections only happen annually.
Amendment would allow a smaller board and midyear elections. To improve readability, the section is subdivided into subsections.
Bylaw 3. Number; Method of Election
3.1 Number and Responsibilities
The affairs of this corporation shall be governed by a board of directors consisting of not fewer than nine (9) and not more than twenty-one (21) directors. The board of directors is responsible for overall policy and direction of the corporation and delegates responsibility for day-to-day operations to the staff.
3.2 Terms and Election
A term on the board shall be three years, beginning on the annual meeting, and each director shall hold office until their successor is elected and qualifies. At each annual meeting, one-third (1/3) of the terms shall expire. Directors may be elected at any regular or special meeting of the board of directors, and the board shall decide which vacant term a director is elected to.
3.3 Nominations
No person shall be elected unless nominated in writing by a director at least ten (10) days before the meeting at which the election is to be held.
3.4 Election Requirement
Election as a director of the corporation shall require the concurrence of a majority of the directors present and voting.
3.5 End of Term
If a director is not reelected when their term expires, their directorship terminates at the end of the annual meeting at which they were not reelected.
Bylaw 9. Annual Meetings
Annual meetings of the board of directors may be held at such time and place as shall from time to time be determined by resolution of the Board. Ten days’ notice shall be given by the secretary, via email. Annual meetings of the directors may be held by conference telephone, video conference, or similar communication equipment. (Amended December 3, 2004; November 24, 2013; January 25, 2019; May 1, 2020.)
REASON FOR AMENDMENT:
Length of board terms is governed by annual meetings, but they are not required. Amendment
makes the meeting required, instituting standard practice.
Bylaw 9. Annual Meeting
An annual meeting of the board of directors shall be held each year between April 1 and June 30, at such time and place as shall be determined by resolution of the Board, unless the Board, by a two-thirds (2/3) vote, chooses to reschedule the meeting on a different date within the same calendar year. Ten days’ notice shall be given by the secretary or the secretary’s staff designee(s), via email. Annual meetings of the directors may be held by conference telephone, video conference, or similar communication equipment.
Bylaw 14. Executive Committee
The Executive Committee shall consist of each Director who is an officer and additional directors chosen by vote of a majority of the entire board, as many as necessary to bring the total to seven (7) members. The committee shall have and exercise such of the powers of the board of directors during the period of time between the meetings of the board of directors, as are not expressly reserved to the board; provided, however, that such committee shall have no authority with respect to matters expressly reserved to the board by virtue of Section 712 (a) of the New York Not-for-Profit Corporation law, which forbids delegation of authority to (1) fill vacancies in the board of directors or in any committee, (2) fix compensation of the directors for serving on the board or on any committee, (3) amend or repeal bylaws or adopt new bylaws, or (4) amend or repeal any resolution of the board which by its terms shall not be so amendable or repealable. The president shall chair the Executive Committee. (Amended June 23, 1971; June 11, 2005; May 1, 2020)
REASON FOR AMENDMENT:
A potentially smaller board can function with fewer at-large Executive Committee members.
Bylaw 14. Executive Committee
The Executive Committee shall consist of each Director who is an officer and additional directors chosen by vote of a majority of the entire board, as many as necessary to bring the total to a minimum of five (5) members. The committee shall have and exercise such of the powers of the board of directors during the period of time between the meetings of the board of directors, as are not expressly reserved to the board; provided, however, that such committee shall have no authority with respect to matters expressly reserved to the board by virtue of Section 712 (a) of the New York Not-for-Profit Corporation law, which forbids delegation of authority to (1) fill vacancies in the board of directors or in any committee, (2) fix compensation of the directors for serving on the board or on any committee, (3) amend or repeal bylaws or adopt new bylaws, or (4) amend or repeal any resolution of the board which by its terms shall not be so amendable or repealable. The president shall chair the Executive Committee.
Bylaw 38. Required Majority, Ten-Day Notice
The bylaws may be amended by a two-thirds vote of all of the directors at any meeting of the directors, provided directors have been given ten days’ notice of intention to amend the bylaws, and the substance of the proposed amendment. (Amended November 24, 2013, May 1, 2020)
REASON FOR AMENDMENT:
It's unfair to count vacancies against proposed bylaw amendments, particularly when the size
of the board is not fixed at 21.
Bylaw 38. Required Majority, Ten-Day Notice
The bylaws may be amended by a two-thirds vote of all seated directors and excluding vacancies at any meeting of the directors, provided directors have been given ten days’ notice of intention to amend the bylaws, and the substance of the proposed amendment.
Bylaw 31. Officers
If the office of the president, vice president, secretary or treasurer or other officer or agent becomes vacant for any reason, the directors in office may choose a successor who shall hold office for the unexpired term.
REASON FOR AMENDMENT:
Needs clarity on composition of EC when an officer resignation happens.
Bylaw 31. Officers
If the office of the president, vice president, secretary or treasurer or other officer or agent becomes vacant for any reason, the directors in office may choose a successor who shall hold office for the unexpired term. Resignation from an officer position constitutes resignation from the Executive Committee.
Bylaw 17. Committee Chairs
No director may serve as Chair of more than one standing committee. (Approved June 8, 2002)
REASON FOR AMENDMENT:
Bylaw is inconsistent with bylaws and policies because the president must chair multiple
committees. Striking bylaw out increases flexibility with chairs.
Resolved, that Bylaw 17. Committee Chairs, be struck, leaving Bylaw 17 reserved and the bylaws not renumbered.
Bylaw 5. Failure to Attend Meetings
As of June 2000, the position of any officer or director who fails to attend three (3) consecutive board of directors or Executive Committee meetings, without being excused, shall be declared vacant by the board of directors or the Executive Committee, as the case may be, and notice of such action shall be sent to the officer or director concerned. (Approved June 12, 2000. Amended June 11, 2005; May 1, 2020)
REASON FOR AMENDMENT:
President has too much power in determining excused and unexcused absences.
Amendment makes bylaw point to a policy that distinguishes between excused and unexcused absences. To improve readability, the section is subdivided into subsections. Replaces and clarifies that three consecutive unexcused absences in EC meetings of EC members removes them from the EC.
Bylaw 5. Failure to Attend Meetings
5.1. Attendance Requirements
All directors, officers, and Executive Committee members are expected to attend all regular and special meetings of the Board of Directors and, where applicable, Executive Committee meetings.
5.2. Excused and Unexcused Absences
The Board shall adopt and maintain an attendance policy that defines excused and unexcused absences, the process for reporting and classifying absences, and any procedures for reclassification. Absences shall be recorded in the meeting minutes in accordance with that policy. In the absence of such policy, an absence is considered excused or unexcused at the meeting chair’s discretion.
5.3. Consequences of Unexcused Absences
A director who incurs three (3) consecutive unexcused absences from Board of Directors meetings shall have their director position declared vacant by the Board of Directors.
An officer who incurs three (3) consecutive unexcused absences of any combination of Board of Directors meetings and Executive Committee meetings shall have their officer position declared vacant by the Board.
An Executive Committee member who incurs three (3) consecutive unexcused absences of any combination of Board of Directors meetings and Executive Committee meetings shall have their committee position declared vacant by the Executive Committee.
Written notice of such action shall be provided to the director.
Policy C.2 When Board or Executive Committee members are absent from Board or Executive Committee meetings, respectively, the President shall determine, as required by bylaw 10(c), whether individual absences are “excused” or “unexcused” and the minutes shall so record. For absences from other committee meetings, this determination shall be made by the chair of that committee.
REASON FOR AMENDMENT:
Bylaw 10(c) does not exist. Classification of excused and unexcused is needed.
Policy C.2 Attendance Policy
C.2.a Excused Absences
An absence shall be excused if the director notifies the President, Vice President, or Secretary in advance, or as soon as reasonably possible, and provides a verifiable reason, including but not limited to: Illness or medical need; Family emergency; Unavoidable travel; or Other cause deemed acceptable by the President.
C.2.b Unexcused Absences
Any absence not falling under the conditions above shall be unexcused.
C.2.c Reclassification
The President may, at the next meeting, reclassify a previously recorded un excused absence as excused, provided the criteria in Section C.2.a are met.
Any director may request that the board review and vote on the President’s reclassification decision, with a majority vote being final.
C.2.d Late Attendance
A director who arrives more than fifteen (15) minutes after a meeting has begun shall be recorded as absent, unless the director provided prior notice under the criteria for an excused absence. An excused late arrival shall not be counted as an absence for attendance or removal purposes.