Section 1 – Purpose: The purposes for which the Corporation is organized are those set forth in the Certificate of Incorporation and any amendments to said articles.

Section 2 – Mission: The Saratoga Lake Association (SLA) is a Not-for-Profit Organization. The Association’s purpose is to promote and enhance the health, safety, sanitation, recreation and environmental quality of Saratoga Lake and its extensive watershed.

Section 3 – Limitations: The Corporation is also organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code. SLA is not formed for pecuniary profit or for financial gain. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Upon the dissolution of this corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code (or corresponding section of any future federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed by the Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.”

Section 1 – Classes of Membership Authorized: The Corporation shall have one class of members.

Section 2 – Qualification of Members: The Board of Directors may establish criteria for membership, including a schedule of dues, and any waivers thereof, as well as procedural requirements for prospective members, unless otherwise proscribed by law, the Certificate of Incorporation and/or these By-laws. Membership is open to adults age 18 and over.

Section 3 – Annual Meeting: A meeting of the Members entitled to vote shall be held for the election of Directors and the transaction of business as determined by the Board of Directors.

Section 4 – Special Meetings: Special meetings of the Members entitled to vote may be called at any time by the President, or a majority vote of the Board of Directors, at a meeting of the Board of Directors at which, a quorum is present or upon the written request of at least ten (10) percent of the Members of the Corporation qualified to vote at the next Annual Meeting when the request was signed.

Section 5 – Place of Meetings: Meetings of the Membership shall be held at the principal office of the Corporation or at such other place, within or outside the State of New York, as may be fixed by the Board of Directors.

Section 6 – Notice of Meetings.

Section 6.1 – Written Notice: Written notice shall be given to Members entitled to vote of each meeting of the Membership. Written notice shall state the place, date and hour of the meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. A copy of the notice of any meeting shall be given personally, by mail, by facsimile telecommunications or by electronic mail, to each member entitled to vote at such meeting. If the notice is given personally, by first class mail or by facsimile telecommunications or by electronic mail, it shall be given not less than ten nor more than fifty days before the date of the meeting; if mailed by any other class of mail, it shall be given not less than thirty nor more than sixty days before such date. If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the member at his address as it appears on the record of members, or, if he shall have filed with the secretary of the corporation a written request that notices to him be mailed to some other address, then directed to him at such other address. If sent by facsimile telecommunication or mailed electronically, such notice is given when directed to the member’s fax number or electronic mail address as it appears on the record of members, or, to such fax number or other electronic mail address as filed with the secretary of the corporation.

Notwithstanding the foregoing, such notice shall not be deemed to have been   given electronically   (1) if the corporation is unable to deliver two consecutive notices to the member by facsimile telecommunication or electronic mail; or (2) the corporation otherwise becomes aware that notice cannot be delivered to the member by facsimile telecommunication or electronic mail.

SLA shall send notice of meetings by first class mail to any member who requests in writing that such notices be delivered by such method.

Section 6.2 – Notice by Publication: Notice may also be served by publication, provided that SLA shall also prominently post notice of such meeting on the homepage of its website continuously from the date of publication through the date of the meeting.

Section 6.3 – Waiver of Notice: Notice of meeting need not be given to any member who submits a waiver of notice, in person or by proxy, whether before or after the meeting. Waiver of notice may be written or electronic. If written, the waiver must be executed by the member or the member’s authorized officer, director, employee, or agent by signing such waiver or causing his signature to be affixed to such waiver by any reasonable means, including, but not limited to facsimile signature. If electronic, the transmission of the waiver must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the member. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

Section 7 – Quorum: A quorum shall be required for the legal and proper conduct of the business of the Membership. One-tenth of the members entitled to cast a vote shall constitute a quorum. A quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any Members.

Section 8 – Adjournment: A majority of the Members entitled to vote present at any meeting of the Membership, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all Members entitled to vote absent at the time of the adjournment, and unless such time and place are announced at the meeting, to the other Members entitled to vote.

Section 9 – Organization

Section 9.1 – Parliamentary Law: Robert’s Rules of Order, newly revised, shall be the controlling authority on all questions of parliamentary law not covered within the Constitution and By-laws.

Section 9.2 – Chairperson: At all meetings of the Membership, the President of the Board shall preside, or in his/her absence, the Vice-President shall preside, or in his/her absence, another Member of the Board of Directors chosen by the President, or in his/her absence, chosen by the Vice President shall preside.

Section 9.3 – Secretary: At all meetings of the Membership, the Secretary of the Board, or in his/her absence, another Director chosen by the Chairperson, shall act as secretary at the meeting.

Section 10 – Qualification of Voters: Every Member of record 30 days prior to the holding of any meeting of the Members shall be entitled to one vote upon each proposition coming before the Annual Meeting or any special meetings of the Membership.

Section 11 – Voting

Section 11.1 – Eligibility: Members must have paid the current year’s dues no later than 10 days before the meeting where a vote takes place.

Section 11.2 – Proxy Voting: Any member eligible to vote can be represented by proxy. The secretary must receive a written copy of the request designating the proxy before the meeting begins.

Section 11.3 – Election of Directors: Members of the Board of Directors shall be elected by a plurality of the votes cast at a meeting of the Membership except as may otherwise be required by law, the Certificate of Incorporation and/or these By-laws.

Section 11.4 – Other Actions of the Membership: Whenever any corporate action, other than the election of Directors, is to be taken by vote of the Membership, it shall, except as otherwise may be required by law, the Certificate of Incorporation and/or these By-laws, be authorized by a majority of the votes cast at such meeting at which a quorum has been present.

Section 12 – List of Members at Meeting: A list or record of members entitled to vote, certified by the Secretary or President, shall be produced at any meeting of the Membership upon the request therefore of any member who has given written notice to the Corporation that such request will be made at least ten (10) days prior to such meeting. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list or record of members to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list of record to be Members entitled to vote thereat may vote at such meeting.

Section 13 – Action by Members Without a Meeting: Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting upon the consent of all of the members entitled to vote thereon, which consent shall set forth the action so taken. Such consent may be written or electronic. If written, the consent must be executed by the member or the member’s authorized officer, director, employee or agent by signing such consent or causing his signature to be affixed to such waiver by any reasonable means including but not limited to facsimile signature. If electronic, the transmission of the consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the member.

Section 1 – Function: All corporate powers, business, and affairs will be exercised, managed and directed under the authority of the board of directors (whether defined as directors, managers or trustees in the Articles of Incorporation).

Section 2 – Qualification: Board Members shall be at least 18 years of age and must be a voting member of SLA. Saratoga Lake Protection and Improvement District (SLPID) Commissioners are not eligible to run for Board positions. The term of Board members who subsequently become SLPID Commissioners expires when they assume their Commissioner positions.

Section 3 – Compensation: The board of directors will have authority to fix the compensation for any employees of the SLA including compensation for the Executive Director.

Section 4 – Presumption of Assent: A director of a corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

(i)  Such member objects, at the beginning of the meeting or promptly upon arrival, to holding the meeting or transacting specified affairs at the meeting; or

(ii) Such director votes against or abstains from the action taken.

Section 5 – Number: The Board of Directors shall consist of not less than four (4) nor more than (13) thirteen members.

Section 6 – Election and Term: All director terms shall be for three (3) years, except initial appointments may be for shorter terms. To the extent possible, the terms of office for additional directors shall be staggered so that approximately one-third are elected each year.

(i) Thereafter, at each Annual Meeting of the Board, directors shall be elected by the Board to replace any directors whose terms of office are then expiring, to serve for terms of three (3) years. Directors whose terms of office have expired shall continue in office until their successors are elected and qualified.

(ii) Each director shall have one vote regarding any corporate action to be taken by the Board.

Section 7 – Vacancies: Any vacancy occurring on the board of directors may be filled by the affirmative vote of the majority of the entire board.   A director elected or appointed to fill a vacancy shall be elected or appointed until the next election at the Annual Meeting of the Membership. Any directorship to be filled by reason of an increase in the number or directors may be filled by the board of directors, but only for a term of office continuing until the next election of directors at the Annual Meeting of the Membership. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date, may be filled before the vacancy occurs; however, the director may not take office until the vacancy occurs.

Section 8 – Removal and Resignation of Directors.

Section 8.1 – Removal: Every member of the board of directors may be removed from office with or without cause by a majority vote of the entire board of directors. The notice of a meeting of the board to recall a board member or members of the board of directors shall state the specific director(s) sought to be removed. Any such proposed removal of a director at a meeting shall be made by separate vote for each board member sought to be removed. Any director removed from office shall turn over to the board of directors within 48 hours any and all records of the corporation in his possession.

Section 8.2 – Resignation: A director may resign at any time by delivering written notice thereof to the President of the board of directors. Such a resignation is effective when the notice is delivered unless a later effective date is specified in such notice. If a resignation is made effective at a later date, the board of directors may fill the pending vacancy before the effective date if the board of director provides that the successor does not take office until the effective date.

Section 9 – Quorum and Voting: A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present will be the act of the board of directors, unless the action requires a majority vote of the entire board.

Section 10 – Executive and Other Committees: A resolution, adopted by a majority of the full board of directors, may designate from among its members an executive committee and/or other committee(s) which will have and may exercise all the authority of the board of directors to the extent provided in such resolution except as is provided by law. Each committee must have two or more members who serve at the pleasure of the board of directors. The board may, by resolution adopted by a majority of the full board of directors, designate one or more directors as alternate members of any such committee who may act in the place and instead of any absent member or members at any meeting of such committee.

Section 11 – Notice, Time and Call of Meetings: Regular meetings of the board of directors will be held without notice on such dates as are designated by the board of directors. Written notice of the time and place of special meetings of the board of directors will be given to each director either by personal delivery, e-mail or first class mail.

Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting. Neither the business to be transacted nor the purpose of regular or special meetings of the board of directors need be specified in the notice or waiver of notice of such meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Notice of any such adjourned meeting will be given to the directors who were not present at the time of the adjournment unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the board of directors may be called by the President of the SLA board. Meetings must be called by the President of the Board, if at least five Board Members request a meeting be called and make such request in writing to the President.

Section 12 – Actions by the Board.

Section 12.1 – Actions by the Board at a Meeting: The act of a majority of the directors present at a meeting at which a quorum is present will be the act of the board of directors, unless the action requires a majority vote of the entire board.

Actions requiring a majority of the entire board include:

(i.)  The amendment of the corporate by-laws;

(ii.)  The election of Officers and/or directors;

(iii.)  The removal of Officers and/or directors.

Any one or more members of the board or of any committee thereof who is not physically present at a meeting of the board or a committee may participate by means of a conference telephone or similar communications equipment or by electronic video screen communication.

Participation by such means shall constitute presence in person at a meeting as long as all persons participating in the meeting can hear each other at the same time and each director can participate in all matters before the board, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken by the board or committee.

Section 12.2 – Actions by the Board Without a Meeting: Any action required or permitted to be taken by the board or any committee thereof may be taken without a meeting if all members of the board or the committee consent to the adoption of a resolution authorizing the action. Such consent may be written or electronic. If written, the consent must be executed by the director by signing such consent or causing his or her signature to be affixed to such consent by any reasonable means including, but not limited to, facsimile signature.   If electronic, the transmission of the consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the director. The resolution and the written consents thereto by the members of the board or committee shall be filed with the minutes of the proceedings of the board or committee. Such consent will have the same effect as a unanimous vote.

Section 13 – Interested Directors and Related Party Transactions: SLA may not enter into any related party transaction unless the transaction is determined to be fair and reasonable and in the corporation’s best interest at the time of such determination. SLA shall adopt and maintain a policy for the approval or disapproval of Related Party Transactions and said policy shall be deemed to be incorporated herein.

Section 14 – Spending Authority: The Board is authorized to approve all expenditures of the organization in excess of $1,000. The President and the Vice-President are jointly authorized to approve expenditures up to $1,000. In unusual circumstances, approval can be obtained by e-mailing all available Board Members between Board meetings. If e-mail is used, all board members must unanimously consent to the vote by e-mail and the approval.

Section 1 – Officers: The officers of SLA will consist of an Executive Committee comprised of the following: President, Vice-President, Secretary, and Treasurer.

Each Officer shall be elected for a term of one year. If a vacancy shall occur for an Officer position, the President of the Board shall have the authority to appoint a successor upon the approval of a majority of the entire board.

Section 2 – Duties: The officers of SLA will have the following duties:

1. The President shall be the Board Chairperson of SLA who generally and actively manages the business and affairs of SLA subject to the directions of the board of directors. Said officer will preside at all meetings of the members and board of directors;
2. The Vice-President will in the event of the absence or inability of the president to exercise his office, become acting president of the organization with all the rights, privileges and powers as if said person had been duly elected president;
3. The Secretary will have custody of, and maintain all of the corporate records except the financial records. Furthermore, said person will record the Minutes of all meetings of the members and board of directors, send all notices of meetings and perform such other duties as may be prescribed by the board of directors or the president Furthermore, said officer shall be responsible for authenticating records of SLA;
4. The Treasurer shall retain custody of all corporate funds and financial records, maintain full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of members and whenever else required by the board of directors or the president, and perform such other duties as may be prescribed by the board of directors or the president.

Section 3 – Removal and Resignation of Officers: An officer or agent elected or appointed may be removed by the board of directors at any time, with or without cause.

Any officer may resign at any time by delivering notice to SLA. Said resignation is effective upon delivery unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, the corporation’s board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date of the pending vacancy.

Section 4 – Term of Office: All officers shall be elected and serve a one year term.

Section 1 – Governing Committees: The Standing Committees of the Corporation are:   Executive Committee, Finance and Audit, and Nominating & Governance.

1. Members of standing committees shall be appointed by the Board Chairperson, for a term beginning at the Annual Meeting or, in the case of appointments due to vacancy(ies), from the time of appointment, and ending at the close of the fiscal year.
2. Each governing committee shall consist of at least 3 directors.
3. The Chair of the Finance and Audit Committee shall be the Treasurer.
4. The Chairs of all other standing committees shall be annually appointed by the Board Chairperson from the members of the committee for a term beginning at the time of the appointment and ending at the close of the fiscal year.

Section 2 – Special Committees: The Board Chairperson and/or the Board of Directors has the authority to establish such other committees as may be necessary from time to time.

1. Members of Special Committees shall be appointed by the Board Chairperson, for a term beginning at the time of the appointment and ending at the close of the fiscal year, or sooner if the special committee work is completed.
2. The Chairs of special committees shall be appointed from the committee membership for a term beginning at the time of the appointment and ending at the close of the fiscal year.

Section 3 – Executive Committee: The board of directors may, by a majority vote of the entire board, designate an Executive Committee and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and, except as may otherwise be provided, by provisions of law.

The Executive Committee shall have, and may exercise, all the powers of the Board between meetings of the Board, except that it shall not have authority to:

1. Fill vacancies in the Board or in any Committee.
2. Amend or repeal these By-Laws, or adopt new By-Laws.
3. Amend or appeal any resolution of the Board unless, by its terms, such resolution is so amendable or repealable.
4. Purchase or sell property

By a majority vote of its members, the board may at any time revoke or modify any or all of the executive committee authority so delegated, increase or decrease but not below three (3) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

Section 4 – Other Committees: The corporation shall have such other governing committees as may from time to time be designated by resolution of the board of directors. These committees must consist of at least three board members and may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.

Section 5 – Committee Charters: Annually, not later than July 1, the Board Chairperson shall publish and cause to be distributed to all committee members a ‘Committee Charter’ that provides the committee’s charge or mission statement that defines:

• The committee’s purpose,
• Primary goal(s) and objectives, and,
• In the case of special committees, a time frame for completion of committee work.

Meetings: Unless otherwise provided by the corporation’s by-laws, meetings of committees shall be held at such time and place as shall be fixed by the respective committee Chairperson or by vote of a majority of all of the members of the committee. Written minutes of the proceedings of all meetings of each committee shall be kept by a member appointed by the committee Chairperson and shall be reported at the next regular meeting of the Board.

Section 6 – Meetings and Action of Committees: Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the board of directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the board of directors or by the committee. The board of directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.

Section 7 – Action by a Committee Without a Meeting: Whenever under the Not-For-Profit Corporation Law a committee is required or permitted to take any action by vote, such action may be taken without a meeting if all directors consent in writing to the adoption of a resolution authorizing such action. The resolution and the written consent thereto by the members of the Board may be done by electronic means and shall be filed with the minutes of its’ proceedings.

Section 8 – Quorum and Manner of Acting: Unless otherwise provided by resolution of the board or these By-Laws, a committee must have no less than three members who are board members present. A majority of all members of a committee shall constitute a quorum for the transaction of business, and the vote of a majority of all of the committee members in attendance shall be the act of the committee.

Section 1 – Execution of Instruments: The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation 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 to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2 – Checks and Notes: Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer and/or President.

Section 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.

Section 4 – Gifts: The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

Section 1 – Corporate Records: SLA shall keep as records Minutes of all meetings of its members and board of directors, and committees. Furthermore, SLA will maintain the following records in written form or in another form capable of conversion into written form within a reasonable time: (i) Accurate accounting records; (ii) A record of its members in a form that permits preparation of a list of the names and addresses of all members in alphabetical order by class of voting members; (iii)A copy SLA’s articles of incorporation and all amendments thereto currently in effect; (iv) A copy of SLA’s Bylaws or restated Bylaws and all amendments thereto currently in effect; (v) Minutes of all members’ meetings and records of all action taken by members without a meeting for the past three years; (vi) Written communications of all members generally or all members of a class within the past three years, including the financial statements furnished for the past 3 years; (vii) A list of the names and business street, or home if there is no business street addresses of current directors and officers; and (viii) A membership book containing in alphabetical order the name and address of each member.

Section 2 – Records Inspection by Members: A member of SLA is entitled to inspect and copy, during regular business hours at SLA’s principal office any of the records of SLA if he gives the corporation written notice of such demand at least 5 business days before the date on which such member wishes to inspect and copy. A member of SLA is entitled to inspect and copy during regular business hours at a reasonable location specified by SLA, any of the records hereinafter set forth of the corporation if:

(i) The member gives SLA written notice of such demand at least 5 business days before the date on which such member wishes to inspect and copy; and

(ii) Such demand is made in good faith and for proper purpose (defined as a purpose reasonably related to such person’s interest as a member): and

(iii) The member describes with reasonable particularity such member’s purpose and the records such member desires to inspect and such records arc directly connected with such member’s purpose. The records hereinafter set forth are as follows:

(a) Excerpts from Minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, Minutes of any meeting of the members, and records of action taken by the members or board of directors without a meeting to the extent not otherwise subject to inspection;

(b) Accounting records of the corporation;

(c) Record of members;

(d) Any other books and records. The foregoing inspection rights may be exercised by a member, member’s agent or member’s attorney. It is further provided that the right to copy records includes if reasonable the right to receive copies made by photographic, xerographic or other means. The charge of copies shall be borne and paid in accordance with New York Law. If requested by a member, the corporation will comply with such demand by providing the member with a list of its members compiled as of the last record date for which it has been compiled or as of a subsequent date if specified by the member.

Section 3 – Financial Reports for Members: The Treasurer shall present the annual financial report at the annual meeting. Copies of the Annual financial report shall be available to the membership per request. The report shall show the amounts of expenses by accounts and expense classification.

The board or directors of SLA may adopt by-laws to be effective only in an emergency. An emergency exists if a quorum of SLA’s directors cannot readily be assembled because of some catastrophic event. The emergency by-laws may make all provisions necessary for managing SLA during an emergency, including procedures for calling a meeting of the board of directors, quorum requirements for the meeting, and designation of additional of substitute director(s). The board of directors, either before or during any such emergency may provide, and from time to time modify lines of succession if during such emergency any or all officers or agents of SLA are for any reason rendered incapable of discharging their duties. All provisions of the regular by-laws consistent with the emergency by-laws remain effective during the emergency. The emergency by-laws are not effective after the emergency ends. Actions taken by SLA in good faith in accordance with the emergency by-laws have the effect of binding SLA and may not be used to impose liability on a corporate director, officer, employee, or agent. In anticipation of or during any emergency, the board of directors may modify lines of succession to accommodate the incapacity of any director, officer, employee of agent; relocate the principal office or designate alternative principal offices of regional offices or authorize the officers to do so. Unless emergency by-laws otherwise provide, it is hereby provided that:

(i) Notice of a meeting of the board of directors need be given only to those directors who it is practicable to reach and may be given in any practicable manner

(ii) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors of the meeting in order of rank and within the same rank in order of seniority as necessary to achieve a quorum; and

(iii) The director or directors in attendance at a meeting or any greater number affixed by the emergency by-laws constitute a quorum.

Corporate action taken in good faith during an emergency described herein to further the ordinary affair s of the corporation bind the corporation and may not be used to impose liability on a corporate director, office employee or agent. An officer, director or employee acting in accordance with any emergency by-laws is only liable for willful misconduct.

Section 1 – Dividends: No dividend may be paid nor any substantial part of the income or profit of SLA may be distributed to its members, directors, or officers.

Section 2 – Compensation: SLA may pay compensation in a reasonable amount for services rendered, and upon dissolution or final liquidation, may make distributions as permitted under New York Law. Any such payment, benefit, or distribution does not constitute a dividend or distribution of income or profit.

Section 1 – The Corporation shall make no purchase of real property, nor sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by a vote of two-thirds of the Board of Directors. Unless otherwise restricted by these Bylaws, no vote or consent of the members shall be required to make effective such action by the Board.

Section 2 – Whenever the lawful activities of the corporation involve, among other things, the charging of fees or prices for its services or products, it shall have the right to receive such income and, in so doing, may make incidental revenue. All such incidental revenues shall be applied to the maintenance and operation of the lawful activities of the corporation, and in no case shall be divided or distributed in any manner whatsoever among the directors or officers of the corporation.

Section 3 – All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 1 – The fiscal year of the corporation shall begin on the first day of June 1.

Section 2 – One or more persons may participate in a meeting of the Board by means of telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting. Members may also participate in a Board vote by e-mail, when and if a motion is made for a vote by a board member using e-mail to make the motion.

Section 1 – The corporation shall indemnify each person who is or was a trustee, director, officer, or employee of the corporation, or of any other corporation which he/she served as such at the request of the corporation, against any and all liability and reasonable expenses that may be incurred by him/her in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the right of the corporation or such other corporation or otherwise), civil or criminal, or in connection with an appeal relating thereto, in which he/she may become involved, as a party or otherwise, by reason of his/her being or having been a trustee, director, officer, or employee of the corporation or of such other corporation, or by reason of any past or future action taken or not taken in his/her capacity as such trustee, director, officer or employee, whether or not he/she continues to be such at the time such liability or expense is incurred, provided such person acted in good faith in what he/she reasonably believed to be the best interests of the corporation or such other corporation, as the case may be and, in addition, in any criminal action or proceeding, where he/she had no reasonable cause to believe that his/her conduct was unlawful. As used in this Article, the terms “liability” and “expense” shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines, or penalties against, and amounts paid in settlement by, a trustee, director, officer or employee, other than amounts paid to the corporation itself or to such other corporation served at the corporation’s request.

Section 2 – The termination of any claim, action, suit or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval) or conviction, or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a trustee, director, officer or employee did not meet the standards of conduct set forth in the first sentence of this Article, except where there shall have been a judgment rendered specifically finding that the action or conduct of such trustee, director, officer or employee constituted gross negligence or misconduct.

Section 3 – Any such trustee, director, officer or employee referred to in this Article who has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit or proceeding of the character described herein shall be entitled to indemnification as of right. Except as provided in the preceding sentence, any indemnification hereunder shall be made at the discretion of the corporation, but only if (1) the Board of Directors, acting by a quorum consisting of directors who are not parties to (or who have been wholly successful with respect to) such claim, action, suit or proceeding, shall find that the trustee, director, officer or employee has met the standards of conduct set forth in the first sentence of this Article, or (2) independent legal counsel (who may be the regular counsel of the corporation) shall deliver to it their written advice, that, in their opinion, such trustee, director, officer or employee has met such standards. Expenses incurred with respect to any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless it shall ultimately be determined that he/she is entitled to indemnification under this Article. The rights of indemnification provided in this Article shall be in addition to any rights to which any person concerned may otherwise be entitled by contract as a matter of law, and shall inure to the benefit of the heirs, executors and administrators of any such person.

Section 1 – The Corporation is formed exclusively for purposes for which a corporation may be formed under Section 501(c) of the Internal Revenue Code (or the corresponding section of any future federal tax code) and not for pecuniary or financial gain.

Section 2 – No part of the assets, income or profit of the Corporation shall be distributable to, or inure to the benefit of, its members, directors or officers, except to the extent, if any, under the Non-Profit Corporation Law and Section 50 of the Internal Revenue Code.

Section 3 – Upon the dissolution of the Corporation, no member, director or officer shall he entitled to any distribution of its remaining assets, rather its assets shall be distributed to such organizations as are exempt under the provisions of Section 501(c) of the Internal Revenue Code (or corresponding section of any future federal tax code), as may have an exempt purpose similar to the purposes for which this corporation is organized.

Section 4 – No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation, or participating in, or intervening in, (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

Section 1 – Bylaws may be adopted, amended or repealed by a majority vote of the entire board of directors.