NEW YORK PLANNING FEDERATION NYPF, INC.
BY-LAWS
ARTICLE I—PURPOSES
Section 1
Purpose.
The purposes for which this Corporation is organized are those set forth in the Certificate of Incorporation and any amendments to said articles.
Section 2
Mission.
The New York Planning Federation NYPF, Inc. (NYPF) is a New York Not-for-Profit corporation. The objectives of this Association are as a membership corporation duly organized to do the following:
· Provide education and information, thereby encouraging sound practices and effective administration in the planning and zoning fields;
· Provide a clearinghouse for such education and information on the purposes and techniques of planning, including zoning, land use, subdivision control and other related interests;
· Promote communication and cooperation among planning and zoning board members, municipal and public agencies, professionals and professional associations, academic institutions and others involved directly or indirectly in the practice of planning and zoning;
· Provide a forum for discussion of relevant issues of common concern among members;
· Provide opportunities for continuing education for planning practitioners and others interested in sound land use planning practices; and
· Promote community and regional planning and programs to preserve the quality of life within the counties, cities, towns and villages of New York State.
Section 3
Limitations.
The Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code. NYPF 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.
ARTICLE II—MEMBERSHIP & MEETINGS
Section 1
Classes of Membership Authorized.
The Corporation shall have one class of members. Any municipality, governmental planning agency, professional organization or individual who is involved directly or indirectly in the field of planning and zoning in New York State shall be eligible for membership in the NYPF.
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.
Section 3
Membership Dues.
Each member shall be obligated to pay such membership dues as may be prescribed from time to time by the Board of Directors. Membership dues shall be reviewed periodically (generally every three years) by the Board of Directors to keep pace with economic trends and conditions. Membership and voting eligibility in the NYPF shall become effective upon payment of dues. If joining the NYPF during the year, initial membership dues shall be prorated. Membership dues shall be due and payable on January 1 of each calendar year. Each member shall be considered to be in good standing upon payment of their annual dues.
Section 4
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. Ten (10) percent of the entire Membership is required in order for a vote to be valid.
Section 5
Special Meetings.
Special meetings of the Members entitled to vote may be called at any time by the Board 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 6
Place of Meetings.
Meetings of the Membership shall be held at the principal office of the Corporation or at such other place within the State of New York as may be fixed by the Board of Directors.
Section 7
Notice of Meetings.
Section 7.1
Written Notice.
Written notice shall be given to Members entitled to vote at the annual meeting of the entire Membership of NYPF. Notice shall be sent by first class mail, newsletter notification or by electronic mail. Notice shall state the place, date and hour of the meeting. Additional meetings of the membership may be held at the direction of the Board of Directors. Notice of the 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 by first class mail, newsletter notification , or by electronic mail, to each member entitled to vote at such meeting. If the notice is given personally, it shall be given not less than ten nor more than fifty days before the date of the meeting. If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the member at his/her its address as it appears on the record of members or, if the member shall have filed with the secretary of the corporation a written request that notices to the member be mailed to some other address, then directed to the member at such other address. If sent electronically, such notice is given when directed to the members electronic mail address as it appears on the record of members or to such 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 electronic mail, or (2) the corporation otherwise becomes aware that notice cannot be delivered to the member by electronic mail.
NYPF 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 7.2
Notice by Publication.
Notice may also be served by publication, provided that NYPF shall also prominently post notice of such meeting on the home page of its website continuously from the date of publication through the date of the meeting.
Section 7.3
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 8
Quorum.
A quorum shall be required for the legal and proper conduct of the business of the Membership. A majority of the members entitled to cast a vote shall constitute a quorum. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any Members.
Section 9
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 who are absent at the time of the adjournment.
Section 10
Organization.
Section 10.1
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 10.2
President.
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 10.3
Secretary.
At all meetings of the Membership, the Secretary of the Board, or in his/her absence, another Director chosen by the President, shall act as Secretary at the meeting.
Section 11
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 meeting of the Membership.
Section 12
Voting.
Section 12.1
Election of Directors.
Members of the Board of Directors shall be elected by a majority 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. Paper ballots issued to members at least 21 days before the meeting and received by the Corporation at its principal office before or on the day of the meeting shall be opened in public at the meeting and be deemed to be votes cast at a meeting. Persons who vote by paper ballot shall not be considered present for purposes of determining if a quorum is present.
Section 12.2
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 12.3
Resolutions to amend these By-laws.
The Board of Directors shall reserve the right to change the bylaws as needed. Approval to change the bylaws shall be upon approval of two-thirds vote of the Board of Directors. A report to the membership on any changes to the bylaws will occur at the annual meeting of the membership.
Section 12.4
Voting Proxies.
Each member shall appoint and certify to the Secretary a person to be its authorized representative who shall represent, vote and act for the member in all affairs of the corporation. At any meeting of the members each member shall be entitled to vote either in person by its authorized representative or by written proxy executed and exercised in accordance with the laws of the State of New York, which proxies shall be filed with the Secretary before being voted. Upon the demand of any member, the vote upon any question before the meeting shall be by ballot.
Section 13
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 of any member who has given written notice to the Corporation. Such request will be made at least ten (10) business days prior to such meeting. If the right to vote at any meeting is challenged, the nominating committee chair 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 14
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 unanimous 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.