BYLAWS OF THE UPPER HUDSON ASSOCIATION OF PHI BETA KAPPA,
INC.
ARTICLE I –NAME The name of this organization will be The Upper Hudson
Association of Phi Beta Kappa, Inc., hereinafter referred to as “the Association.” ARTICLE II—PURPOSES AND MEETINGS Section 1 - Purposes The purposes for which the Association is formed are to
promote collegiality and good fellowship among the members, to provide a forum
for the discussion of important subjects, and to encourage and nurture
scholarship. Section 2 – Meetings and Elections The Association’s year shall run from September through
June, and the Association shall hold approximately three dinner meetings per
year, usually in the autumn, winter, spring. The meetings shall consist of a
planned program, discussion by members, and such other business as the
President may determine. At the last meeting of the year, the President shall
present the list of nominees for Officers and at-large Directors from the
Nominating Committee and call for additional nominations from the floor. The
members will elect the Officers and at-large Directors of the Association by
majority vote. The Association may hold additional meeting or other events
in accordance with the wishes of the members. ARTICLE III – MEMBERSHIP Section 1 – Eligibility All those elected to Phi Beta Kappa and who reside in the
Upper Hudson area shall be eligible for membership. Section 2 – Members in Good Standing The only class of members in the Association shall be
members in good standing. A member in good standing is one who meets the
eligibility requirements of Section 1 and pays the annual dues as set by the
Board of Directors, by the lst meeting of the year. Members in good standing,
hereinafter referred to as “members,” shall be eligible to vote in all
elections and on all matters that come before the membership for a vote. Section 3 – Quorum A quorum for purposes of conducting business at Association
meetings, including but not limited to the amendment of the Certificate of
Incorporation or the Bylaws and the election of Officers and Directors shall
be one quarter of the members in good standing. ARTICLE IV – BOARD OF DIRECTORS Section 1 – Composition of the Board The Board of Directors shall consist of (a) the officers of
the Association, (b) at least three at-large Directors elected by the
membership, and (c) the immediate past president. Section 2 – Meetings of the Board of Directors (a) Regular
Meetings – The President shall hold at least one regular meeting of the Board
per year as well as any special meetings he or she deems necessary to conduct
the business of the Association. (b) Special
Meetings – A special meeting may be called by any Director upon oral or
written demand, provided that the Board is notified at least four days in
advance. Such notification shall include the primary item of business to be
considered. (c) Mail vote – The President may direct that a
vote by mail may be taken on a specified proposal mailed to the Board of
Directors. The Secretary shall cause the results of the mail vote to be
incorporated into the minutes at the next meeting of the Board of Directors
as actions approved by the Board Section 3 – Quorum A Quorum for purposes of conducting business shall consist
of a majority of all Directors. As permitted by § 708 (c) of the
Not-For-Profit Corporation Law or any successor law, as such may be amended
from time to time, any one or more Directors or any committee thereof may
participate in a meeting of the Board of Directors by means of a conference
telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time, or by such
other means as may be authorized under any successor statute. Participation
by any means authorized by this Bylaw shall constitute presence in person at
a meeting. Section 4 – Powers The Board shall have all corporate powers set forth by law
or conduct and control the affairs of the Association, subject to the
limitations established by these Bylaws. Section 5 – Terms of Office The term of office is one year. At large Directors may be
elected to no more than two consecutive terms as at-large Directors by may
continue to serve on the Board after two consecutive terms as an elected
Officer or as Immediate past President. Section 6 – Removal, Resignation, and Filling of Vacancies Any Director may be removed for cause by majority vote of the
Board of Directors at any meeting of the Board, provided, however, that
advance written notice of such a vote is delivered to all Officers and
Directors at least seven days before such a vote is to take place. A Director may resign at any time by giving written notice
to the Board, the President, or the Secretary. Unless otherwise specified in
such notice, the resignation shall take effect upon receipt thereof by the
Board or such Officer, and the acceptance of the resignation shall not be
necessary to make it effective. The Board of Directors shall have the authority to fill by
majority vote of its remaining membership any vacancies developing between
elections. Board members so elected will serve until the next annual
election. The incoming Board member will not have the balance of the term
being served counted toward the term limitations contained in Section 5
above. ARTICLE V – OFFICERS Section 1 – List of Officers The Officers of the Association shall be a President, Vice
president, Secretary and Treasurer. The Officers shall also be Directors. Section 2 – Duties of Officers The duties of the Officers shall be those usually pertaining
to their positions and shall include the following specific duties assigned
to each office: (a) The
President shall call and preside over all meetings of the Board and the
Association, appoint all chairpersons of any ad hoc committees, and may serve
as an ex officio member of all committees. (b) The
Vice President shall assist the President in the discharge of his or her
duties and preside at meetings of the Board and the Association in the
absence of the President. In any case, where the President is unable to act,
the Vice President shall perform the duties of the office of President. (c) The
Secretary shall ensure that the minutes of the Board are prepared,
distributed, amended as needed, and approved by the Board. The Secretary
shall maintain a copy of the Certificate of Incorporation and any amendments
thereto and the current Bylaws of the Association. The Secretary shall also ensure
that a current list of the Directors and their residence addresses are
maintained and available for inspection as required by § 708 (c) of the
Not-For-Profit Corporation Law or any successor law. (d) The
Treasurer shall have care and custody of all funds and securities of the
Association and shall be responsible for the deposit of the Association’s
finances in the name of the Association in such banks or trust companies as
the Directors may select. The Treasurer shall sign all checks, drafts, and
orders for payment of money authorized by the Board. The Treasurer shall also
prepare an annual report to the Board o the state of the Association’s
finances and ensure that all reports and tax forms are filed in accordance
with the law and good accounting practice. Section 3 – Terms of Office The term of office if one year. The President and Vice
President may be elected to no more than two consecutive terms. The Secretary
and Treasurer may be elected to more than two consecutive terms. Section 4 – Removal, Resignation, and Filling of Vacancies Any Officer may be removed for cause by majority vote of the
Board of Directors at any meeting of the Board, provided, however, that
advance written notice of such a vote is delivered to all Officers and
Directors at least seven days before such a vote is to take place. An Officer may resign at any time by giving written notice
to the Board, the President, or the Secretary. Unless otherwise specified in
such notice, the resignation shall take effect upon receipt thereof by the
Board or such Officer, and the acceptance of the resignation shall not be
necessary to make it effective. The Board of Directors shall have the authority to fill by
majority vote of its remaining membership any vacancies developing between
elections. Officers so elected will serve until the next annual election. The
incoming Officer will not have the balance of the term being served counted
toward the term limitations contained in Section 3 above. ARTICLE VI – COMMITTEES Section 1 – Nominating Committee The Nominating Committee shall be responsible for soliciting
interest from members who would like to run for elected office and for
presenting a list of nominees to the President in time for election at the
last meeting of the year. The President, with the approval of the Board, shall appoint
the Nominating Committee from among the members of the Association. The
Nominating committee shall be composed of a Chair and a minimum of two other
members, at least one of whom is a Director of the Association. Section 2 – Other Committees The President, with Board approval, may appoint other
committees as necessary for specific purposes within designated time frames. ARTICLE VII – AMENDMENTS All Bylaws of the Association may be amended, repealed, or altered
in whole or in part by a two-thirds majority vote of the members at any
meeting, provided that a quorum is present and that a printed copy of the
amendment has been delivered to the members at least 21 days before the
meeting. Amendments may be proposed by any member for consideration
by the membership by delivering copies to members at a meeting of the
Association or by delivering a copy to the Secretary for distribution to all
members. ARTICLE VIII – LIABILITY All Directors and Officers shall perform their respective
duties, including duties as members of any committee of the Board on which
such Director may serve, in good faith, for a purpose he or she reasonably
believes to be in the best interest of the Association and with such care,
including reasonable inquiry, as an ordinary prudent person in a like
situation would use under similar circumstances. With respect to assets held by the Association for use or
used in carrying out its purposes, in investing, reinvesting, purchasing,
acquiring, exchanging, selling, and managing the Association’s investments,
the Board shall avoid speculation, looking instead to the permanent
disposition of the funds, considering the probable outcome, as well as the
probable safety of the Association’s capital. No investment violates this
section if it conforms to provisions authorizing such investment contained in
an agreement pursuant to which the assets were contributed to the
Association. Section 2 – Prohibited Transactions (a) Loans
-- The Association shall not make any loans of money or property to, or
guarantee the obligation of any of, any Director or Officer, provided,
however, that the Association may advance money to a Director or Officer of
the Association for expenses reasonably anticipated to be incurred in the
performance of the duties of such Officer or Director so long as such
individual would be entitled to be reimbursed for such expense absent that
advance. (b) Self-Dealing
– Except as provided in subsection (c) below, the Board shall not approve a
“self-dealing transaction.” A “self-dealing transaction” is a contract or
transaction to which the Association is a party and (I) in which one or more
of the Directors has a substantial financial interest, (ii) to which one or
more of the Directors or Officers is a party, or (iii) to which any other
corporation, firm, association, or other entity in which one or more of the
Directors or Officers are Directors or Officers or have a substantial
financial interest. (c) Approval—The
Board of Directors may approve a self-dealing transaction if, and only if,
prior to consummating the transaction, or any part thereof, the interested
Director has disclosed to the Board in good faith the material facts as to
his or her interest in such transaction, and the Board thereafter determines
that: (1) The association would enter into the transaction for its own
benefit; (2) the transaction is fair and reasonable to the Association; and
(3) after reasonable investigation, the Board determines that it could not
have obtained an arrangement that is more advantageous to the Association
with reasonable effort under the circumstances. Such determination must be
made by the Board, in good faith, with the knowledge of the material facts
concerning the transaction, and by vote of a majority of the Directors then
in office, without counting the vote of any interested Director or Directors.
Notwithstanding any provision above to the contrary, no self-dealing
transaction may be entered into or approved if it violates § 4941 (d) of the
Internal Revenue Code. Contracts or transactions in violation of the
foregoing shall be void and of no force. Section 3 – Non-liability of Directors and Officers No Director or Officer shall be personally liable to the
Association in the Association’s own behalf or for the benefit of the
Association’s creditors for damages for any breach of duty as a Director or
Officer, provided, however that the foregoing shall not eliminate or limit
the liability of a Director of Officer if a judgement or other final
adjudication adverse to such Director or Officer establishes that such
Director’s or Officer’s acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action
so adjudicated, or that such Officer or Director personally gained in fact a
substantial profit or other advantage to which he or she was not legally
entitled, or that such Director’s or Officer’s acts violated § 719 of the New
York Not-For-Profit Corporation Law. Section 4 – Indemnification by the Association of Directors
and Officers If a Director or Officer of the Association is made, or
threatened to be made, a party to any civil or criminal action or proceeding
(including without limitation, actions or proceeding of a administrative or
investigative nature) in any manner arising from the performance by such
Director or Officer of his or her duties for or on behalf of the Association,
then, to the full extent permitted by law, the Association shall: (a) Promptly,
upon written request to the Association by, or on behalf of, any Director or
Officer therefor, undertake the defense of any such action or proceeding for
the benefit of such Director or Officer, at the Association’s expense,
subject to the right granted to such Director or Officer hereby to select legal
counsel of his or her choice and/or to participate in his or her own defense,
and subject also to the receipt of the undertaking specified by paragraph (c)
of § 723 of the New York Not-For-Profit Corporation Law to repay such amount
as, and to the extent required by paragraph (a) of § 725 of the New York
Not-For-Profit Corporation Law, as such statutes may be amended; and (b) Indemnify
such Director or Officer for all sums paid by him or her in the way of
judgements, fines, amounts paid in settlement, and reasonable expenses,
including attorneys’ fees actually and necessarily incurred as a result of
such action or proceeding, or any appeal therein, subject to the proper
application of credit for any sums advanced to the Director or Officer
pursuant to clause (a) of this paragraph. Such right of
indemnification shall be a contract right that may be enforced in any manner
desired by such Director or Officer. Such right of indemnification shall not
be exclusive of any other right that such Director or Officer may have or
hereafter acquire. Without limiting the generality of the foregoing, such
Director or Officer shall be entitled to his or her rights of indemnification
under any agreement, resolution of members, resolution of Directors,
provisions of law or otherwise, as well as his or her rights under this
Bylaw. Section 5 – Insurance To the extent not prohibited by the New York Not-For-Profit
Corporation Law, the Association may, by resolution, purchase and maintain
insurance: (a) to
indemnify the Association for nay liability that it may incur as a result of
the indemnification of Directors and Officers; and (b) to
indemnify Directors and Officers against liability, whether or not the
Association would have power to indemnify such Director or Officer against such
liability under the provisions of § 722 of the New York Not-For-Profit
Corporation Law. ARTICLE IX – CONSTRUCTION If there is any conflict between the
provisions of the Certificate of Incorporation and the Bylaws, the provisions
of the Certificate of Incorporation shall govern. |