-
-
BY-LAWS
-
of the
-
-
SUPERINTENDENTS TECHNICAL
ASSOCIATION, INC.
-
a.k.a.
-
SUPERINTENDENTS CLUB OF NEW YORK
ARTICLE I -
OFFICES
The principal
office of the Corporation shall be in the City of New York, State of New
York. The Corporation may also have offices at such other places within or
without this state as the board may from time to time determine or the
business of the Corporation may require.
ARTICLE II -
PURPOSE
The purpose of
the Corporation is to conduct the following activities, which are
exclusively charitable, literary and educational within the meaning of
Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be
amended from time to time:
(a) To create
a technical society of multifamily building maintenance personnel to enhance
the skills of the members in the technology of building maintenance; and to
achieve higher standards of building operations for the benefit of the
tenants and owners of multifamily buildings.
(b) To advance
the mutual interests of the members of the Corporation; to promote
activities aimed at enabling the multifamily building maintenance industry
to conduct itself with the greatest efficiency and facilitate proper
consideration and expression of opinion upon questions affecting the
industry; to acquire, assemble and disseminate valuable business
information; to adopt standards of conduct and operation for the industry
and by lawful means secure and obtain compliance therewith by its members
and other persons, firms or corporations engaged in the industry; to promote
the general welfare of the industry; to set and achieve objectives that are
proper and lawful objectives of a trade association; to assure that all
actions of the Corporation be consistent with applicable law, public
interest and in the interests of this industry and trade and the members of
the Corporation.
(c) To do any
other act or thing incidental to or connected with the foregoing purposes or
in advancement thereof, but not for the pecuniary profit or financial gain
of its members, directors or officers, except as set forth under the
provisions applicable to Type A Corporations under the Not For Profit
Corporation Law of the State of New York;
(d) To engage
in any other exclusively charitable, literary, educational and scientific
activities within the meaning of Section 501(c)(3) of Internal Revenue Code
of 1986, as amended (the "Code") by either (A) making distributions to one
or more other organizations, agencies or institutions which are (i)
organized and operated exclusively for religious, charitable, scientific,
literary or educational purposes, no part of the net earnings of which
inures to the benefit of any private shareholder or individual, (ii) are not
disqualified for tax exemption under Section 501(c)(3) of the Code by reason
of attempting to influence legislation, (iii) do not participate in, or
intervene in (including the publishing or distribution of statements) any
political campaign on behalf of any candidate for public office, and (iv)
contributions to which are deductible under Section 170(c)(2), 2055(a)(2)
and 2522(a)(2) of the Code, or (B) itself conducting and engaging in any
other charitable, scientific, literary or education activities of all kinds
and descriptions, provided that the Corporation shall not carry on any
activities not permitted to be carried on by (i) a Corporation exempt from
Federal Income tax under Section 501(c)(3) of the Code or (ii) a Corporation
contributions to which are deductible under Section 170(c)(2), 2055(a)(2),
and 2522(a)(2) of the Code, or corresponding provision of any subsequent
United States tax laws.
The Corporation
shall have the authority to exercise all of the powers conferred upon Type A
Corporations organized under the Not-For-Profit Corporation Law of the State
of New York, provided, that the exercise of any such powers shall be in
furtherance of any one or more of the aforesaid exempt purposes of the
Corporation.
ARTICLE III
- DIRECTORS
1. MANAGEMENT, AUTHORITY,
NUMBER AND QUALIFICATION OF THE DIRECTORS
The Corporation
shall be managed by the board of directors, which shall consist of not less
than three (3) directors. Each director shall be at least eighteen years of
age.
2. ELECTION AND TERM OF
DIRECTORS
At each annual
meeting of the directors, they shall elect directors whose terms have
expired. To provide for continuity of leadership, it will be the objective
to provide staggered terms of one, two and three years. Each director shall
hold office until the expiration of the term for which he/she was elected
and until his/her successor has been elected and shall have qualified, or
until his/her prior resignation or removal.
3. INCREASE OR DECREASE IN
NUMBER OF DIRECTORS
The number of
directors may be increased or decreased by a vote of majority of all of the
directors. No decrease in the number of directors shall shorten the term of
any incumbent director.
4. NEWLY CREATED
DIRECTORSHIPS AND VACANCIES
Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the board for any reason may be filled by a vote of a
majority of the directors then in office, although less than a quorum
exists, unless otherwise provided in the certificate of incorporation. A
director elected to fill a vacancy caused by resignation, death or removal
shall be elected to hold office for the unexpired term of his/her
predecessor.
5. REMOVAL OF DIRECTORS
Any of the
directors may be removed for or without cause by action of the board.
6. RESIGNATION
A director may
resign at any time by giving written notice to the board, the president or
the secretary of the Corporation. Unless otherwise specified in the notice,
the resignation shall take effect upon receipt thereof by the board or any
such officer, and the acceptance of the resignation shall not be necessary
to make it effective.
7. QUORUM OF DIRECTORS
Unless
otherwise provided in the certificate of incorporation, a majority of the
entire board shall constitute a quorum for the transaction of business or of
any specified item of business.
8. ACTION OF THE BOARD
Unless
otherwise required by law, the vote of a majority of the directors present
at the time of the vote, if a quorum is present at such time, shall be the
act of the board unless the act of a greater number is required by law or by
these by-laws. Each director present shall have one vote.
9. PLACE AND TIME OF BOARD
MEETING
The board may
hold its meeting at the office of the Corporation or at such other places,
either within or without the state, as it may from time to time determine.
10. REGULAR ANNUAL MEETING
A regular
annual meeting of the board shall be held on the 1st Tuesday or Wednesday of
December each year except that if such day be a legal holiday then in that
event the directors shall fix a day not more than one week from the date
fixed by these by-laws.
11. NOTICE OF MEETINGS OF
THE BOARD, ADJOURNMENT
Regular
meetings of the board may be held without notice at such time and place as
it shall from time to time determine. Special meetings of the board shall be
held upon notice to the directors and may be called by the president upon
three days' notice of each director either personally or by mail, by
telefacsimile or by wire; special meetings shall be called by the president
or by the secretary in a like manner on written request of two directors.
Notice of a meeting need not be given to any director who submits a waiver
of notice whether before or after the meeting or who attends the meeting
without protesting prior thereto or at its commencement, the lack of notice
to him/her.
A majority of
the directors present, whether or not a quorum is present, may adjourn any
meeting to another time and place. Notice of the adjournment shall be given
all directors who were absent at the time of the adjournment and, unless
such time and place are announced at the meeting, to the other directors.
12. CHAIRMAN
At all meetings
of the board the president, or in his/her absence, a chairman chosen by the
board shall preside.
13. EXECUTIVE AND OTHER
COMMITTEES
The board, by
resolution adopted by a majority of the entire board, may designate from
among its members an executive committee and other committees. Each such
committee shall serve at the pleasure of the board.
14. INFORMAL ACTION BY
DIRECTORS
Any action
required by law to be taken at a meeting of the directors, or any action
which may be taken at a meeting of directors, may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed
by all of the directors.
15. COMPENSATION
Directors shall
not receive any compensation for their services as directors.
ARTICLE IV -
OFFICERS
1. OFFICERS
The officers of
the Corporation shall be a president, one or more vice presidents (the
number thereof to be determined by the board of directors), a secretary, a
treasurer and such other officers as the board of directors may elect or
appoint, including one or more assistant secretaries and one or more
assistant treasurers. Such officers are to have the authority to perform
the duties prescribed, from time to time, by the board of directors. Any
two or more offices may be held by the same person, except the office of
president and secretary.
2. ELECTION AND TERM OF
OFFICE
The officers of
the Corporation shall be elected annually by the board of directors at the
regular annual meeting of the board of directors. If the election of
officers shall not be held at such meeting, such election shall be held as
soon thereafter as may be convenient. New offices may be created and filled
at any meeting of the board of directors. Each officer shall hold office
until his/her successor shall have been duly elected and shall have
qualified.
3. REMOVAL
Any officer
elected or appointed by the board of directors may be removed by the board
of directors with or without cause whenever in its judgment the best
interests of the Corporation would be served thereby.
4. VACANCIES
A vacancy in
any office because of death, resignation, removal, disqualification or
otherwise, may be filled by the board of directors for the unexpired portion
of the term.
5. PRESIDENT
The president
shall be the chief executive officer of the Corporation; he/she shall
preside at all meetings of the board; he/she shall have the general
management of the affairs of the Corporation and shall see that all orders
and resolutions of the board are carried into effect. The President (or any
other officer) may be empowered by the board to sign checks without the
countersignature of any other person.
6. VICE PRESIDENTS
During the
absence or disability of the president, the vice president, if one is
elected or appointed, or if there are more than one, the executive vice
president, shall have all the powers and functions of the president. Each
vice president shall perform such other duties as the board shall prescribe.
7. TREASURER
The treasurer
shall have the care and custody of all the funds and securities of the
Corporation, and shall deposit said funds in the name of the Corporation in
such bank or trust company as the directors may elect; he/she shall, when
duly authorized by the board of directors, sign and execute all contracts in
the name of the Corporation, when countersigned by another officer; he/she
shall also sign all checks, drafts, notes and order for the payment of
money, which shall be duly authorized by the board of directors and shall be
countersigned by another officer; he/she shall at all reasonable times
exhibit his/her books and accounts to any director of the Corporation upon
application at the office of the Corporation during ordinary business
hours. At the end of each corporate year, he/she shall have an audit of the
account of the Corporation made by a committee appointed by the president,
and shall present such audit in writing at the annual meeting of the
directors, at which time he/she shall also present an annual report setting
forth in full the financial conditions of the Corporation.
8. SECRETARY AND
ASSISTANT-SECRETARY
The secretary
shall keep the minutes of the board of directors. He/she shall have the
custody of the seal of the Corporation and shall affix the same to documents
when duly authorized by the board of directors. He/she shall attend to the
giving and serving of all notices of the Corporation, and shall have charge
of such books and papers as the board of directors may direct; he/she shall
attend to such correspondence as may be assigned to him/her; he/she shall
execute any and all documents in the name of the Corporation when duly
authorized by the Board of Directors and perform all the duties incidental
to his/her office. The Assistant Secretary shall have all the powers and
functions of the Secretary during the absence or disability of the
Secretary.
9. SURETIES AND BOND
In case the
board shall so require, any officer or agent of the Corporation shall
execute to the Corporation a bond in such sum and with such surety or
sureties as the board may direct, conditioned upon the faithful performance
of his/her duties to the Corporation and including responsibility for
negligence and for the accounting for all property, funds or securities of
the Corporation which may come into his/her hands.
ARTICLE V -
SEAL
The seal of the
Corporation shall be as follows:
ARTICLE VI -
FISCAL YEAR
The fiscal year
of the Corporation shall begin on the first day of January and end on the
last day of December in each year.
ARTICLE VII
- CONTRACTS, CHECKS, DEPOSITS AND FUNDS
1. CONTRACTS
The board of
directors may authorize any officer or officers, agent or agents of the
Corporation, in addition to the officers so authorized by these by-laws, to
enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be general or
confined specific instances.
2. 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 Corporation, shall be signed by such
officer or officers, agent or agents of the Corporation 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 and countersigned by the
president or a vice president of the Corporation.
3. DEPOSITS
All funds of
the Corporation shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the
board of directors may select.
4. GIFTS
The board of
directors may accept on behalf of the Corporation any contribution, gift,
bequest or devise for the general purposes or for any special purpose of the
Corporation.
ARTICLE VIII
- CONSTRUCTION
If there be any
conflict between the provisions of the certificate of incorporation and
these by-laws, the provisions of the certificate of incorporation shall
govern.
ARTICLE IX -
WAIVER OF NOTICE
Whenever any
notice is required to be given under any provision of the law or under the
provisions of the articles of incorporation or the by-laws of the
Corporation, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
ARTICLE X -
AMENDMENTS TO BY-LAWS
These by-laws
may be altered, amended or repealed and new by-laws may be adopted by a
majority or all of the directors holding office at any annual meeting or at
any special meeting, if at least three days' written notice is given of
intention to alter, amend or repeal or to adopt new by-laws at such meeting.
(end of bylaws)
To view bylaws in effect
prior to September 3, 2003 click here. |
