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.