ART GLASS FORUM OF NEW YORK, Inc.
[Formerly the NY Metropolitan Glass Club]
BY-LAWS
[Adopted June 25, 2015]
Article I
Name and Status
Section 1. The legal name of this organization shall be Art Glass Forum of New York, Inc., herein after referred to as “AGF|NY”.
Section 2. AGF|NY is a voluntary non-profit organization governed by the law of the State of New York and is qualified for exemption from tax under Section 501 (c)(3) of the United States Internal Revenue Code.
Section 3. The principal office of the Corporation shall be in New York County, State of New York. The Corporation may also have offices at such other places as the Executive Board (the “Board”) may from time to time determine or the business of the Corporation may require.
Article II
Mission
The object of AGF|NY shall be to promote the study and appreciation of all types of historical and collectible glass.
Article III
Membership
Section 1. Those interested in the study and appreciation of glass may become members of AGF|NY.
Section 2. Each application for membership shall be processed promptly.
Section 3. There shall be no discrimination against any person on the basis of sex, race, creed, color, religion or sexual orientation.
Article IV
Dues
Section 1. The Board of Directors shall determine the dues to be paid by each classification of membership and the rules governing same.
Section 2. Members whose dues remain unpaid 30 days after the beginning of any membership year (September 1 to August 31) shall be considered as having voluntarily withdrawn from membership.
Article V
Officers and Directors
Section 1. The Officers of AGF|NY shall be a President, Vice President, Secretary, and Treasurer.
Section 2. The Officers of AGF|NY, with a minimum of five (5) and a maximum of ten (10) Directors, shall constitute a Board of Directors and shall serve until their successors have been elected and qualified.
Section 3. Three (3) Directors shall be elected annually to serve for a term of three (3) years.
Section 4. All Officers shall be elected for a term of two (2) years.
Section 5. The Executive Committee shall act in the place and stead of the Board of Directors when the Board is not in session.
Article VI
Voting, Compensation, Conflict of Interests and Action by the Board
Section 1. Voting. Except as otherwise provided by law or these Bylaws, at any meeting of the Board at which a quorum is present (see Article XII), the affirmative vote of a majority of Board members present at the time of the vote shall be the act of the entire Board. As used in these bylaws, the term “entire Board” shall consist of the number of directors and officers that were elected as of the most recently held election of Board members. If at any meeting of the Board there shall be less than a quorum present, the Board members present may adjourn the meeting until a quorum is obtained. Any one or more member of the Board or any committee thereof may participate in a meeting of the Board or committee by means of telephone, video conference or similar communications equipment provided that all persons participating in the meeting can hear each other at the same time and can participate in all matters before the Board. Participation by such means shall constitute presence in person at a meeting. Those not present by the means described above will be allowed to vote by proxy. The following acts of the Board require the affirmative vote of at least two-thirds (2/3) of the entire Board:
Section 2. Compensation. No compensation of any kind shall be paid to any Board member for the performance of his or her duties as Board member. This shall not in any way limit reimbursement of or payment for services provided to the Corporation by a Board member in any capacity separate from his or her responsibilities as a Board member.
Section 3. Conflict of Interest Policy. The purpose of this policy is to protect the interests of the Art Glass Forum of New York, Inc. when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or other Board member. The Corporation will not enter into any such transaction or arrangement unless it is determined by the Board to be fair, reasonable and in the best interests of the Corporation at the time of such determination.
Section 4. Action by the Board. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all Directors of the Board consent in writing to the adoption of a resolution authorizing the action. Such consent may be written or electronic. If the consent is written, it must be signed by the director. If consent is electronic, it must be able to be reasonably determined to be sent by the board members. The resolution and the written consents thereto by the Directors of the Board shall be filed with the minutes of the proceedings of the Board.
Article VII
Duties of Officers and Directors
Section 1. The President shall be the executive officer of AGF|NY and shall preside at all meetings of AGF|NY, the Board of Directors and the Executive Committee, and shall appoint the Chair of each Standing Committee. The President shall be a member, ex-officio, of all Committees except the Nominating Committee. The Standing Committees may consist of Nominating, Finance, Membership, Programming, and Communications. Committees shall be appointed as necessary.
Section 2. The Vice President, to be appointed by the President, shall perform the duties of the President in his or her absence, and such other duties as may be assigned by the President or the Board of Directors.
Section 3. The Secretary shall keep a record of the proceedings of AGF|NY, the Board of Directors and the Executive Committee meetings and issue notices of meetings. The annual reports of all Chairpersons shall be filed with the Secretary.
Section 4. The Treasurer shall be the chief financial officer of AGF|NY and shall be authorized and empowered to perform all acts necessary to conduct the financial business of AGF|NY, subject to such restrictions as the Board of Directors may impose. The Treasurer shall present an annual report and such interim reports as the Board of Directors may require.
Section 5. It shall be the duty of the Board of Directors to transact the business of AGF|NY, fill vacancies, and decide all matters not otherwise provided for in these By-Laws.
Section 6. The Board of Directors shall hold a mandatory meeting in September and at least one other meeting at a time requested by the President. Additional board meetings may be requested at any time by a majority of the board and must be held within 30 days of a formal request by those board members. The Executive Committee shall meet at the request of the President, or three (3) members of the Executive Committee.
Section 7. A Director must be willing to chair a Standing Committee.
Section 8. The Membership Committee shall be the custodian of the names and addresses of the members of the AGF|NY.
Article VIII
Vacancies of Officers and Directors
Section 1. Any vacancy occurring by reason of death, incapacity or resignation of Officers or Directors may be filled by vote of the remaining Directors.
Section 2. Any Director may resign from the Board at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Board or the President. The acceptance shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a Director.
Section 3. An Officer or Director elected or appointed, as the case may be, to fill a vacancy shall be elected or appointed for the unexpired term of the Officer's or Director's predecessor in office.
Article IX
Removal of Officers
Any Director or Officer may be removed by the membership at their discretion. The Board of Directors shall determine the procedure to be followed. Any Director or Officer may also be removed at any time for cause by a two-thirds vote of Directors then in office at a regular meeting or special meeting of the Board called for that purpose, provided there is a quorum of not less than a majority of Board members present at such meeting; provided further that at least fifteen (15) days notice of the proposed action shall have been given to the entire Board then in office.
Article X
Meetings
Section 1. The Annual Meeting of AGF|NY shall be held the first Tuesday in May within the State of New York.
Section 2. Newly elected Officers and Directors shall be announced at the Annual Meeting of AGF|NY.
Section 3. Special Meetings of the AGF|NY may be called by the President, or by a majority of the Board of Directors or at the written request of not less than twenty-five percent (25%) of the membership of AGF|NY. Such Special Meetings shall be held for the sole purpose of the Section 4. Votes of the membership at the Annual Meeting or at Special Meetings shall be cast by those members who are present and voting.
Section 4. Votes of the membership at the Annual Meeting or at Special Meetings shall be cast by those members who are present and voting and by those members who, although not present, shall have received and returned ballots and/or proxies which shall have been prepared and circulated in such uniform manner as the Board of Directors shall have determined.
Article XI
Nominations and Elections
Section 1. There shall be a Nominating Committee of at least three (3) members. The Chair shall be appointed by the President.
Section 2. The Nominating Committee shall present a list of nominees for the positions of Officers and Directors not less than sixty (60) days before the Annual Meeting.
Section 3. The election shall be by ballot. Ballots shall be mailed or emailed, together with information on all nominees and any other matters to be voted on, not later than thirty (30) days before the Annual Meeting, to all voting members of AGF|NY, each of whom shall have one (1) vote.
Section 4. The term of office of each Officer and Director shall begin at the close of the Annual Meeting at which he or she is elected. The term of office of each Officer and Director shall terminate at the close of the Annual Meeting at which a successor in office is elected.
Section 5. The President shall serve a non-successive two-year term.
Section 6. The Nominating Committee shall serve a term of two (2) years to coincide with the term of the President.
Article XII
Quorum
Section 1. Twenty-five (25) percent of members shall constitute a quorum at any business meeting of AGF|NY.
Section 2. A majority of Board members shall constitute a quorum of the Board of Directors.
Section 3. Three (3) members shall constitute a quorum of the Executive Committee.
Article XIII
Amendments
The By-laws may be amended by the Board of Directors. The Secretary shall notify the membership of any such amendment. The membership may rescind the action of the Board at the next ensuing Annual Meeting of the members held at least thirty (30) days after receiving notice of such amendment.
Article XIV
Manner of Acting
Robert’s Rules of Order (Revised) shall be the final authority on all questions of procedure not covered by these By-Laws.
Article XV
Financial Reporting
The AGF|NY fiscal year shall run from September 1 to August 31 of each year.
Article XVI
Insurance
The Corporation shall have the power to purchase and maintain all insurance policies deemed to be in the best interest of the Corporation.
Article XVII
Use of Funds and Property
All funds and property of any kind which shall be received or held by AGF|NY shall be expended or used only for such educational or charitable purposes as shall be deemed by its members to further the object of AGF|NY as set forth in Article II of these By-Laws, provided, however, that no part thereof nor any earnings thereon shall inure to the benefit of any private individual, nor shall any substantial part of the activities of AGF|NY consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall AGF|NY attempt to participate or intervene in any political campaign.
[Formerly the NY Metropolitan Glass Club]
BY-LAWS
[Adopted June 25, 2015]
Article I
Name and Status
Section 1. The legal name of this organization shall be Art Glass Forum of New York, Inc., herein after referred to as “AGF|NY”.
Section 2. AGF|NY is a voluntary non-profit organization governed by the law of the State of New York and is qualified for exemption from tax under Section 501 (c)(3) of the United States Internal Revenue Code.
Section 3. The principal office of the Corporation shall be in New York County, State of New York. The Corporation may also have offices at such other places as the Executive Board (the “Board”) may from time to time determine or the business of the Corporation may require.
Article II
Mission
The object of AGF|NY shall be to promote the study and appreciation of all types of historical and collectible glass.
Article III
Membership
Section 1. Those interested in the study and appreciation of glass may become members of AGF|NY.
Section 2. Each application for membership shall be processed promptly.
Section 3. There shall be no discrimination against any person on the basis of sex, race, creed, color, religion or sexual orientation.
Article IV
Dues
Section 1. The Board of Directors shall determine the dues to be paid by each classification of membership and the rules governing same.
Section 2. Members whose dues remain unpaid 30 days after the beginning of any membership year (September 1 to August 31) shall be considered as having voluntarily withdrawn from membership.
Article V
Officers and Directors
Section 1. The Officers of AGF|NY shall be a President, Vice President, Secretary, and Treasurer.
Section 2. The Officers of AGF|NY, with a minimum of five (5) and a maximum of ten (10) Directors, shall constitute a Board of Directors and shall serve until their successors have been elected and qualified.
Section 3. Three (3) Directors shall be elected annually to serve for a term of three (3) years.
Section 4. All Officers shall be elected for a term of two (2) years.
Section 5. The Executive Committee shall act in the place and stead of the Board of Directors when the Board is not in session.
Article VI
Voting, Compensation, Conflict of Interests and Action by the Board
Section 1. Voting. Except as otherwise provided by law or these Bylaws, at any meeting of the Board at which a quorum is present (see Article XII), the affirmative vote of a majority of Board members present at the time of the vote shall be the act of the entire Board. As used in these bylaws, the term “entire Board” shall consist of the number of directors and officers that were elected as of the most recently held election of Board members. If at any meeting of the Board there shall be less than a quorum present, the Board members present may adjourn the meeting until a quorum is obtained. Any one or more member of the Board or any committee thereof may participate in a meeting of the Board or committee by means of telephone, video conference or similar communications equipment provided that all persons participating in the meeting can hear each other at the same time and can participate in all matters before the Board. Participation by such means shall constitute presence in person at a meeting. Those not present by the means described above will be allowed to vote by proxy. The following acts of the Board require the affirmative vote of at least two-thirds (2/3) of the entire Board:
- a sale, lease or exchange or other disposition of all or substantially all of the assets of the Corporation; or
- an alteration to these Bylaws or Certificate of Incorporation of the Corporation that would increase the quorum requirement or vote requirement to greater than a majority of the Board present at the time of the vote.
Section 2. Compensation. No compensation of any kind shall be paid to any Board member for the performance of his or her duties as Board member. This shall not in any way limit reimbursement of or payment for services provided to the Corporation by a Board member in any capacity separate from his or her responsibilities as a Board member.
Section 3. Conflict of Interest Policy. The purpose of this policy is to protect the interests of the Art Glass Forum of New York, Inc. when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or other Board member. The Corporation will not enter into any such transaction or arrangement unless it is determined by the Board to be fair, reasonable and in the best interests of the Corporation at the time of such determination.
Section 4. Action by the Board. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all Directors of the Board consent in writing to the adoption of a resolution authorizing the action. Such consent may be written or electronic. If the consent is written, it must be signed by the director. If consent is electronic, it must be able to be reasonably determined to be sent by the board members. The resolution and the written consents thereto by the Directors of the Board shall be filed with the minutes of the proceedings of the Board.
Article VII
Duties of Officers and Directors
Section 1. The President shall be the executive officer of AGF|NY and shall preside at all meetings of AGF|NY, the Board of Directors and the Executive Committee, and shall appoint the Chair of each Standing Committee. The President shall be a member, ex-officio, of all Committees except the Nominating Committee. The Standing Committees may consist of Nominating, Finance, Membership, Programming, and Communications. Committees shall be appointed as necessary.
Section 2. The Vice President, to be appointed by the President, shall perform the duties of the President in his or her absence, and such other duties as may be assigned by the President or the Board of Directors.
Section 3. The Secretary shall keep a record of the proceedings of AGF|NY, the Board of Directors and the Executive Committee meetings and issue notices of meetings. The annual reports of all Chairpersons shall be filed with the Secretary.
Section 4. The Treasurer shall be the chief financial officer of AGF|NY and shall be authorized and empowered to perform all acts necessary to conduct the financial business of AGF|NY, subject to such restrictions as the Board of Directors may impose. The Treasurer shall present an annual report and such interim reports as the Board of Directors may require.
Section 5. It shall be the duty of the Board of Directors to transact the business of AGF|NY, fill vacancies, and decide all matters not otherwise provided for in these By-Laws.
Section 6. The Board of Directors shall hold a mandatory meeting in September and at least one other meeting at a time requested by the President. Additional board meetings may be requested at any time by a majority of the board and must be held within 30 days of a formal request by those board members. The Executive Committee shall meet at the request of the President, or three (3) members of the Executive Committee.
Section 7. A Director must be willing to chair a Standing Committee.
Section 8. The Membership Committee shall be the custodian of the names and addresses of the members of the AGF|NY.
Article VIII
Vacancies of Officers and Directors
Section 1. Any vacancy occurring by reason of death, incapacity or resignation of Officers or Directors may be filled by vote of the remaining Directors.
Section 2. Any Director may resign from the Board at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Board or the President. The acceptance shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a Director.
Section 3. An Officer or Director elected or appointed, as the case may be, to fill a vacancy shall be elected or appointed for the unexpired term of the Officer's or Director's predecessor in office.
Article IX
Removal of Officers
Any Director or Officer may be removed by the membership at their discretion. The Board of Directors shall determine the procedure to be followed. Any Director or Officer may also be removed at any time for cause by a two-thirds vote of Directors then in office at a regular meeting or special meeting of the Board called for that purpose, provided there is a quorum of not less than a majority of Board members present at such meeting; provided further that at least fifteen (15) days notice of the proposed action shall have been given to the entire Board then in office.
Article X
Meetings
Section 1. The Annual Meeting of AGF|NY shall be held the first Tuesday in May within the State of New York.
Section 2. Newly elected Officers and Directors shall be announced at the Annual Meeting of AGF|NY.
Section 3. Special Meetings of the AGF|NY may be called by the President, or by a majority of the Board of Directors or at the written request of not less than twenty-five percent (25%) of the membership of AGF|NY. Such Special Meetings shall be held for the sole purpose of the Section 4. Votes of the membership at the Annual Meeting or at Special Meetings shall be cast by those members who are present and voting.
Section 4. Votes of the membership at the Annual Meeting or at Special Meetings shall be cast by those members who are present and voting and by those members who, although not present, shall have received and returned ballots and/or proxies which shall have been prepared and circulated in such uniform manner as the Board of Directors shall have determined.
Article XI
Nominations and Elections
Section 1. There shall be a Nominating Committee of at least three (3) members. The Chair shall be appointed by the President.
Section 2. The Nominating Committee shall present a list of nominees for the positions of Officers and Directors not less than sixty (60) days before the Annual Meeting.
Section 3. The election shall be by ballot. Ballots shall be mailed or emailed, together with information on all nominees and any other matters to be voted on, not later than thirty (30) days before the Annual Meeting, to all voting members of AGF|NY, each of whom shall have one (1) vote.
Section 4. The term of office of each Officer and Director shall begin at the close of the Annual Meeting at which he or she is elected. The term of office of each Officer and Director shall terminate at the close of the Annual Meeting at which a successor in office is elected.
Section 5. The President shall serve a non-successive two-year term.
Section 6. The Nominating Committee shall serve a term of two (2) years to coincide with the term of the President.
Article XII
Quorum
Section 1. Twenty-five (25) percent of members shall constitute a quorum at any business meeting of AGF|NY.
Section 2. A majority of Board members shall constitute a quorum of the Board of Directors.
Section 3. Three (3) members shall constitute a quorum of the Executive Committee.
Article XIII
Amendments
The By-laws may be amended by the Board of Directors. The Secretary shall notify the membership of any such amendment. The membership may rescind the action of the Board at the next ensuing Annual Meeting of the members held at least thirty (30) days after receiving notice of such amendment.
Article XIV
Manner of Acting
Robert’s Rules of Order (Revised) shall be the final authority on all questions of procedure not covered by these By-Laws.
Article XV
Financial Reporting
The AGF|NY fiscal year shall run from September 1 to August 31 of each year.
Article XVI
Insurance
The Corporation shall have the power to purchase and maintain all insurance policies deemed to be in the best interest of the Corporation.
Article XVII
Use of Funds and Property
All funds and property of any kind which shall be received or held by AGF|NY shall be expended or used only for such educational or charitable purposes as shall be deemed by its members to further the object of AGF|NY as set forth in Article II of these By-Laws, provided, however, that no part thereof nor any earnings thereon shall inure to the benefit of any private individual, nor shall any substantial part of the activities of AGF|NY consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall AGF|NY attempt to participate or intervene in any political campaign.