|
ARTICLE I - Members
The directors of the corporation prior
to the first annual meetings of members and directors may elect members
of the corporation. Thereafter, the members of the corporation may
elect further members by a majority vote of a quorum at any duly called
meeting of members. There shall be no more than fifty members.
The membership of a person elected as a member shall become effective upon
payment of annual membership dues for the calendar year in which such person
is elected. A member shall serve until the end of the calendar year
in which such member is elected; a member may renew his or her membership
for a subsequent term of one calendar year by payment of annual membership
dues for such subsequent calendar year. Annual membership dues shall
be such amount as the membership determines at a meeting of members.
ARTICLE II - Membership Meetings
The annual meeting of the members of
the corporation shall be held on the second Monday in January of each year
at the principle office of the corporation in the City of Rochester, New
York, at 7:45 o'clock in the evening. Such regular and special meetings
as the membership shall call, shall be held upon due notice to the members.
One third of the membership shall constitute a quorum for any membership
meeting. A majority vote of members present at such a meeting shall
be sufficient to implement action.
ARTICLE III - Directors
The members of the corporation shall
elect a board of directors consisting of four directors, who shall be members
elected by written ballot at the annual meeting of the members of the corporation.
The directors shall serve for one year and until their respective successors
are elected and have qualified. A majority of the membership may terminate
a director's election. In the event of a vacancy occurring in the
board of directors during the year, the members by a majority vote at a
duly called membership meeting may fill such vacancy for the unexpired term.
ARTICLE IV - Directors' Meetings
The annual meeting of the directors
of the corporation shall be held immediately after the annual meeting of
members. Two directors shall constitute a quorum for any annual, regular
or special meeting of the board of directors. A majority vote of directors
present at such a meeting shall be sufficient to implement action.
ARTICLE V - Officers
The officers of the corporation shall
consist of a President, a Vice President, a Secretary, and a Treasurer,
each of whom shall be members and directors elected by written ballot at
the annual meeting of the members of the corporation. The officers
shall serve for one year and until their respective successors are elected
and have qualified. A majority of the membership may terminate an
officer's election. In the event of a vacancy occurring in an office
during the year, the members by a majority vote at a duly called membership
meeting may fill such vacancy for the unexpired term.
ARTICLE VI - Amendments
These By-Laws may be amended, altered,
or repealed, in whole or in part, by a vote of two thirds of the members
at any membership meeting where such proposed action has been incorporated
in the notice of the meeting.
|