Society BylawsESSAE Board Reviewed: January 28, 2025 | Annual Membership Meeting Approval: March 20, 2025 ARTICLE I - NAME, OBJECT, LOCATION Section 1. Name. The name of this association shall be “Empire State Society of Association Executives, Inc.,” herein referred to as “the Society.” Section 2. Purposes. The object of this Society is to accomplish the purposes as stated in the Articles of Incorporation. Section 3. Location. The Society shall maintain a registered agent in the State of New York at all times. The Society may have other offices within or without the State of New York as determined by the Board of Directors. ARTICLE II - MEMBERSHIP Section 1. Membership. There shall be the following categories of membership in the Society:
Additionally, the Board of Directors may create other categories and subcategories of members, with such qualifications, rights, and privileges as it may determine are appropriate. Section 2. Application for Membership. Application for membership in the Society shall be established by the Board of Directors and may be amended from time to time. Any applicant approved to be a member of the Society shall become a member upon the payment of the regularly scheduled membership dues as provided in these Bylaws. Section 3. Membership Dues. Membership dues shall be at such rates, schedules, and/or formulas as may be from time to time prescribed by the Board of Directors. Failure to pay membership dues for more than two (2) months after the obligation to pay such dues may result in the termination of membership; provided, however, that such member shall remain liable for payment of any amounts owed prior to the date of the member’s termination. Section 4. Termination or Resignation of Membership. The Board of Directors may suspend or expel a member by the affirmative vote of two-thirds Any member may withdraw from membership of the Society by providing written notice to the Executive Director. A withdrawing member shall remain liable for payment of any outstanding annual membership dues owed prior to the date of the member’s withdrawal. No refunds of previously paid amounts will be granted to a withdrawing member. ARTICLE III – MEETINGS OF MEMBERS Section 1. Annual Meeting. The Annual Meeting of the Society will be held at a time and place to be approved by the Board of Directors. Section 2. Special Meetings. A special meeting of the members may be called by the Chair, at least (3) Directors, or twenty-five (25%) of the members holding voting rights. Special meetings of the members, if any, shall be preceded by at least one (1) day’s notice to all voting members of the date, time, location, and purpose(s) of the meeting. Notice may be provided in writing, orally or by any other method permissible by law. Only business within the purposes outlined in the notice may be conducted at a special meeting of the members. Section 3. Waiver of Notice. Notice of meeting need not be given to any member who submits a signed 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 or her. Section 4. Quorum and Voting. The presence at this meeting of no less than ten percent (10%) of the members entitled to vote shall constitute a quorum and shall be necessary to conduct the business of the Society. If a quorum is present at the commencement of a meeting, a quorum shall be deemed present throughout such proceedings. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the act of a Section 5. Meetings by Remote Communications. The Board of Directors may elect to hold any meeting of the membership to take place by means of conference telephone or by other means by which all participants are able to simultaneously hear each other during the meeting, vote on matters submitted, pose questions, and make comments; such participation shall constitute presence in person at the meeting. Section 6. Action Outside of a Meeting. Unless otherwise restricted by the Articles of Incorporation, these Bylaws, or the law, any action required or permitted to be taken by the members may be taken without a meeting if all the members consent in writing to the adoption of a resolution authorizing the action. Such consent may be written or electronic. ARTICLE IV – BOARD OF DIRECTORS Section 1. Authority. The Board of Directors is the elected body responsible for the corporate management and fiduciary affairs of the Society. It is authorized, by provisions of the applicable law, to do all things appropriate and necessary for the development and perpetuation of the Society. Section 2. Number and Composition. The Board of Directors shall consist of the Chair of the Board, Immediate Past Chair, Vice Chair, Secretary, and Treasurer of the Society. There shall be no more than eleven (11) additional Directors from the membership who shall be Association and Industry Partner Members. Notwithstanding the foregoing, no more than two (2) members of the Board of Directors may be Industry Partner Members. Section 3. Term and Election. Directors shall serve for a term of two (2) years and may serve up to three (3) consecutive terms after such time an individual shall be ineligible to serve until remaining off of the Board for a period of two (2) years. Section 4. Removal. Directors may be removed, with or without cause, by a two-thirds (2/3) vote of the members entitled to vote at a meeting where quorum is present or pursuant to Section 706 of the New York Not-For-Profit Corporation Law. Section 5. Resignation. Except as otherwise required by law, a Director may resign from the Board of Directors at any time by giving notice in writing to the Chair. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective. Any Director who is absent from two (2) or more meetings of the Board of Directors in one (1) calendar year without good cause as determined by the Board of Directors shall be deemed to have resigned their position on the Board of Directors. Further, any member of the Board of Directors who changes employment during their term of service and such change is determined by the board to result in the individual no longer being qualified for the same category of membership, such Director or Officer shall be deemed to have resigned from the Board of Directors. Section 6. Vacancies. Vacancies occurring on the Board of Directors because of a resignation or removal shall be filled by a vote of a majority of the remaining Board of Directors. An individual designated by the Board to fill such a vacancy shall hold office for the unexpired term of their predecessor. Completion of a partial term caused by a vacancy appointment shall not accrue toward maximum service limitations for the individual appointed. Section 7. Compensation. Directors shall not receive any compensation from the Society for services rendered to the Society as Directors, except that Directors may be reimbursed for expenses incurred in the performance of their duties to the Society in reasonable amounts, based on policies approved by the Board. Notwithstanding the foregoing, if Directors serve other roles for the Society (e.g., agents, employees, etc.), they may be compensated in reasonable amounts for such services. ARTICLE V – MEETINGS OF THE BOARD OF DIRECTORS Section 1. Annual and Regular Meetings. An annual meeting of the Board of Directors shall be held once a year on a date, time, and location set by the Board of Directors. In addition, the Board of Directors may hold other regular meeting per year as it determines are appropriate. Notices for such annual and regular meetings shall provide the date, time, place of the meeting and be delivered at least ten (10) days in advance of the meeting. Notice may Section 2. Special Meetings. Special meetings of the Board of Directors, if any, shall be called by the Chair or a majority of the Directors then in office and shall be preceded by at least one (1) day’s notice of the date, time, and location of the meeting. Notice may be provided in writing, orally or by any other method permissible by law. Section 3. Waiver of Notice. A Director's attendance at any meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by the Director for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened. A Director may additionally waive any notices required by providing the Society, whether before or after the event to which notice was required, a signed and written waiver of notice. Section 4. Meetings by Remote Communications. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any or all Directors may participate in a meeting of the Board by means of conference telephone or by other means by which all participants are able to simultaneously hear each other during the meeting, vote on matters submitted, pose questions, and make comments; such participation shall constitute presence in person at the meeting. Section 5. Quorum. Unless a greater proportion is required by law, a majority of the Directors then in office shall constitute a quorum for the transaction of business. Section 6. Voting. Each Director shall have one (1) vote. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors. All voting at meetings shall be done personally and no proxy voting shall be permitted. Section 7. Action Without a Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all of the Directors consent in writing through electronic mail, fax, or mail authorizing the action (“unanimous written consent”). The written consents by the Directors shall be filed with the minutes of proceedings of the Board of Directors. A unanimous written consent has the effect of action taken at a meeting of the Board of Directors and may be described as such. ARTICLE VI – OFFICERS, AGENTS, AND EMPLOYEES Section 1. Officers. The elected officers shall be the Chair, Vice Chair, Secretary, Treasurer, and Immediate Past Chair. Except for the Immediate Past Chair, the officers shall be elected by the Board of Directors from amongst its members. The Executive Director of the Society shall be an ex officio, nonvoting member of the Board. Except for the Chair and Secretary, any two offices may be held by the same individual. Section 2. Term and Election of Officers. The Chair and Vice Chair shall be elected biennially and shall each serve one term of two (2) years or until their successors have been duly elected and qualified. The Secretary and Treasurer shall be elected biennially and shall serve a term of two (2) years or until their successor has been duly elected and qualified. Secretary and Treasure may serve up to two (2) consecutive terms in the same position. Section 3. Resignation and Removal. Any officer may be removed by majority vote of the remaining Directors then in office whenever, in the judgment of the Board, the best interests of the Society would be served thereby. Officers may resign at any time by providing written notice to the Chair. Section 4. Vacancies. Except for the office of Chair, any vacancy in the officer positions shall be filled by action of the Board from amongst the remaining Directors and any vacancy in any other office may be filled as the Board deems appropriate. A person elected to fill a vacancy in the office of any officer shall be elected for the unexpired term of their predecessor and shall serve until his or her successor is elected and qualified, or until their Section 5. Powers and Duties.
Section 6. Executive Director. The Board shall appoint an Executive Director who shall be a non-voting, ex officio member of the Board and who shall not count towards quorum. The Executive Director shall manage the day-to-day activities of the Society, including the hiring and firing of additional staff, in accordance with policies and directives approved by the Board. The Executive Director shall have general supervision of the Society’s operations, its programs and its staff and shall regularly provide or deliver reports and information to the Board regarding the activities and operation of the Society. The Executive Director shall have such further duties and responsibilities as authorized by the Board. The Executive Director shall be supervised by and report to the Board who shall keep of cause to keep the members informed concerning the activities of the Executive Director and staff and the activities and operation of the Society. Section 7. Compensation of Officers. Officers shall not receive any compensation from the Society for services rendered to the Society as officers, except that officers may be reimbursed for expenses incurred in the performance of their duties to the Society in reasonable amounts, based on policies approved by the Board of Directors. Notwithstanding the foregoing, if officers serve other roles for the Society (e.g., agents, employees, etc.), they may be compensated in reasonable amounts for such services. ARTICLE VII - COMMITTEES Section 1. Committees of the Board. The Board of Directors, by resolution adopted by a majority of the Directors then in office, may designate and appoint the members of one or more committees, each consisting solely of two (2) or more Directors, which committees shall have and exercise the powers of the Board in the governance of the Association (“Board Committees”). However, no Board Committee shall have the authority to adopt, amend, or repeal Bylaws; elect, appoint, or remove any Director, officer, or Board Committee member; fill vacancies on the Board, in any officer position, or on any Board Committees; adopt a plan of merger or consolidation; authorize the voluntary dissolution of the Society; or approve the transfer of any of the Society’s assets. Section 2. Advisory Committees. The Chair may create and appoint or cause to appoint the members of other, non-Board committees as they shall deem appropriate (“Advisory Committees”). Advisory Committee members need not be Directors. Advisory Committees may not exercise any powers of the Board but may make non-binding recommendations to it. There shall be a Nominating and a Finance committee as adopted by the board. Section 3. Executive Committee. The Executive Committee shall be composed of the Chair of the Board, Vice Chair, Secretary, Treasurer, and Immediate Past Chair. The Executive Director shall be a nonvoting, ex officio member of the Executive Committee. The Executive Committee shall have the power of the Board of Directors to transact business of the Society between regular Board Meetings. ARTICLE VIII - ELECTIONS Section 1. Nominating Process. All nominations shall be made by either the Nominating Committee or by written petition of not less than five percent (5%) percent of the membership. The Nominating Committee shall notify the membership, in writing, of its slate not less than thirty (30) days before the annual business meeting. Any member nominated by a written petition containing the signatures of not less than five percent (5%) of the membership will be placed on the ballot, along with the nominees of the Nominating Committee, so long as the written petition accompanied by the nominee(s)' written statement of willingness to serve is received by the Chair not less than seven (7) calendar days prior to the annual business meeting, not including the day of the annual business meeting. Section 2. The Nominating Committee shall present the slate for election by the membership at each annual meeting of the Society. Section 3. In case of a tie, the choice shall be decided by lot and drawn by the Secretary. ARTICLE IX - INDEMNIFICATION AND INSURANCE Section 1. Indemnification. Every director, officer, employee of the Society, and such others as specified from time to time by the Executive Committee, shall be indemnified by the Society against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved by reason of being or having been a director, officer or employee of the Society, or any settlement thereof, whether the person is a director, officer or employee at the time such expenses are incurred, except in such cases wherein the director, officer or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled. Section 2. Insurance. The Board may authorize the purchase of insurance on behalf of any Director, officer, employee, or other agent against any liability asserted against or incurred by him/her which arises out of such person's status as a Director, officer, employee, or agent of the Society or out of acts taken in such capacity, whether or not the Society would have the power to indemnify the person against that liability under law. ARTICLE IX – MISCELLANEOUS Section 1. Fiscal Year. The fiscal year of the Society shall be January 1 through December 31 unless such other period shall be fixed by the Board. Section 2. Contracts and Other Documents. The Board may authorize the Executive Director to enter into contracts or to execute and deliver other documents and instruments on the Society’s behalf. Such authority also may be invested in other officers, agents, or employees of the Society from time to time. Section 3. Checks, Drafts, Loans, Etc. All checks, drafts, loans, or other orders for the payment of money, or to sign acceptances, notes, or other evidence of indebtedness issued in the name of the Society, shall be signed/approved by such officer or officers, or agent or agents, of the Society and in such manner as shall be from time to time determined by the Board. In the absence of such determination, such instruments shall be signed/approved by the Chair, except those disbursements over a specific amount, to be set from time to time, must be approved in advance by the Board and dual signatures/approvals may be required by the Board. Section 4. Deposits. All funds of the Society shall be deposited to the credit of the Society in such banks, trust companies, or other depositories as the Board may from time to time select. Section 5. Books and Records. The Society shall maintain at its principal office: (a) correct and complete books and records of account, (b) minutes of the proceedings of the Board, any Board Committees, and any designated bodies of the Board, (c) the names and addresses of its current Directors and officers, (d) the Society’s current Articles of Incorporation, Bylaws, and Board-approved policies, (e) the most recent reports filed with the State of New York, and (f) all documents required to be maintained by organizations exempt from Federal income tax under Internal Revenue Code Section 501(c)(6) (or the corresponding section of any future Federal tax code). All books and records of the Society may be subject to inspection as required by law. Section 6. Loans to Directors and Officers. No loans shall be made by the Society to its Directors or officers. ARTICLE X - AMENDMENTS Upon recommendation by the Board of Directors, these Bylaws may be adopted, amended, or repealed by a majority of the voting members at any meeting of the members where quorum is present. ARTICLE XI - DISSOLUTION The Society shall use funds only to accomplish the objectives and purposes specified in these bylaws and no part of said funds shall inure or be distributed to the members of the Society. On dissolution of the Society, any funds remaining shall be distributed to one or more regularly organized and qualified, educational, scientific or philanthropic organizations to be selected by the Board of Directors. ARTICLE XII - PARLIAMENTARY PROCEDURE Robert’s Rules of Order, as last revised, shall be the parliamentary authority for all matters of procedure not specifically covered by the Bylaws or by the specific rules of procedure adopted by the Society. |