Article I - OFFICES
The principal offices of the Corporation shall be at such place as the Board of Directors may designate.
The Corporation may have such other offices at such other places as the Board of Directors may, from time to time, designate.

Article II - PURPOSES
Section 1
The purpose for which the Corporation exists is to promote Suffolk and Nassau Counties as one region and to stimulate its economic growth by attracting meetings, conventions, sporting events and tourists to Long Island.
To that end, the monies received from the counties of Suffolk, Nassau, its members, and other agencies will enable the Corporation to develop a staff and suitable programs that will achieve its goals. 

Section 2
To promote the trade, commerce and industry of its members and of Long Island in general.  To solicit contributions and receive money and property for or connected with the foregoing purposes and for the mutual advancement of the interests of the members of this Corporation but not for the pecuniary profit or financial gain of its members, officers or Directors, except as permitted under Article 5 of the Not- For -Profit Corporation.

Article III – CORPORATE SEAL
The Corporate Seal shall have inscribed thereon the name of the Corporation, the date of its incorporation, and the words “Corporate Seal, State of New York.”  The Seal may be used by causing it, or an authorized facsimile thereof, to be impressed, affixed, or imprinted.
 

Article IV- MEMBERSHIP
Section 1- Membership
Any person or corporation, partnership, association, or governmental organization of Suffolk and Nassau Counties, interested in promoting the convention and visitor business in Suffolk or Nassau Counties, may make application for membership, and upon payment of the membership fee, and upon compliance with such conditions as may be prescribed by the Board of Directors for membership, may become a voting member of the Corporation.  Each membership shall entitle the holder to one vote on membership matters.  The Board shall have the power to reject any membership application if such rejection is deemed by the Board to be in the best interest of the Corporation.
Any person associated with an active member in the management of the same facility or having a financial interest is eligible for associate active membership and will not have a vote.
Any person or corporation, partnership, association, or governmental organization not located on Long Island, but doing business on Long Island may make application for membership and upon payment of the membership fee, and upon compliance with such conditions as may be prescribed by the Board of Directors for membership, may become an affiliate member of the Corporation.  Affiliate Members will not be entitled to a vote and are unable to hold office or become a member of the Board of Directors.

Section 2 - Honorary Members
The Board of Directors, by unanimous action of the quorum present at any meeting may elect as an honorary non-voting member any person(s) distinguished for their achievements or contributions to the tourism industry on Long Island.  Honorary members shall be exempt from all dues and assessments.

Section 3 - Dues & Assessments
A) The Board of Directors shall have full power to fix the amount and method of payment of all dues for all class of membership, except that honorary members shall not be required to pay any dues.  Any member who shall fail to pay any dues or assessments for a period of ninety (90) days after the due day thereof, shall be notified in writing of such non-payment and if the amount due is not paid within thirty (30) days after the mailing of such notice, membership shall be terminated without further notice.
 

Section 4 - Annual Meeting
The annual meeting of the members of the Corporation shall be held on the third Monday of November, at a location to be determined by the Board, or such other date as the Board of Directors shall determine.  Notice of time and place of the annual meeting shall be given by mailing a copy thereof to each member, or delivering same in person at the last address of record not less than twenty (20) calendar days before the meeting.

Electioneering, as defined in the New York State Election Law, or the canvassing for votes and/or ballots, shall not be allowed on the day of the Annual Meeting in or around the grounds of the facility chosen as the site for the Annual Meeting. 

Section 5 - Special Meetings
Special meetings of the members of the Corporation shall be held at such place as shall be designated in the Notice of Such meeting upon the call of the Chairperson of the Board, or of any 6 Directors, or of any 10 members.  Notice of the time, place, and purpose of such Special meeting shall be given by mailing, telegraphing, cabling, faxing, or delivering in person the same to each member in good standing at the last address of record at least 10 days before the meeting, provided, however, that a Special Meeting called to change the Certificate of Incorporation pursuant to Section 802 of the Not-For-Profit Corporation Law shall be noticed as provided for in Section 605 of said Law.

Section 6 - Quorum
The Secretary shall certify the number of regular members for the purpose of determining what number constitutes 10%.  One tenth of the number of voting members of the Corporation shall constitute a quorum for any duly noted meeting of the membership of the Corporation.  Fifty (50) calendar days prior to the Annual Meeting the quorum will be set based on the number of active members in good standing on that date.
 
B)   A member in good standing is defined as not in arrears of membership dues or any assessments.
Section 7 - Termination of Membership
Membership in the Corporation may be terminated as follows:
Any member may voluntarily resign by giving written notice of such resignation to the principal offices of the Corporation.
Membership may be terminated for cause upon a majority vote of the Board of Directors present at a meeting where the vote is taken, provided that notification of proposed termination has been sent to both the member being terminated and all voting members of the Board of Directors with proper notice of the meeting.
Failure to pay dues in a timely fashion as described under Article IV, Sec. 3A.

ARTICLE V - BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall have general charge of the affairs, funds, and property of the Corporation.  It shall have full power and duty to carry out the purposes of the Corporation according to its Certificate of Incorporation and By-laws.
                                          
Section 2 - Election of Directors
Directors shall be regularly elected by the Membership at the Annual Meeting of the Corporation. 
The Board of Directors, by unanimous action of the quorum present at any meeting, may elect as an honorary non-voting Director any person(s) distinguished for their achievements or contributions to the tourism industry on Long Island.  Honorary Directors shall be exempt from all dues and assessments and shall serve a lifetime term.  Honorary Directors will not be included in the count of a quorum.

Section 3 - Eligibility
A) The members of the Board of Directors shall be selected from the representatives of the voting members of the Corporation.  A majority of the Elected Board of Directors shall be selected from the areas of Hotels/Motels, Attractions, Restaurants and general business categories.

B) A member of the Board of Directors must hold membership in good standing in the Corporation either individually or through a corporation, firm, association or governmental agency. Board seats exclusive of Ex – officio positions are held by the individuals, instead of the corporation, firm, association or governmental agency which they represent as long as their business is involved in the Long Island Tourism industry.
C) Only one member from any individual, corporation, partnership, associates or governmental organization, be it active or associate, may hold a seat on the Board of Directors at any one time.
D) Except as noted herein, no member of the Board of Directors may hold public office, either appointed or elected. If a member of the Board of Directors is elected or appointed to a public office while serving on the Board of Directors, their seat is automatically forfeited and vacated effective the date they take office. No action by the Board of Directors will be required to vacate this Board seat. Exception: Any member of the Board of Directors holding public office, either appointed or elected, prior to May 1, 2008 may continue to serve on the Board of Directors without forfeiting their seat, provided there is no change in the public office held at the time of their existing Board service.

Section 4 - Number of Directors
The Board of Directors shall be constituted as follows:

There shall be thirty-nine (39) Directors, thirty-two (32) elected by the membership.  A minimum of one third of the entire board shall be represented by the Lodging Industry membership.
A member of the Board of Directors shall be the current President of the Long Island Hotel & Motel Association who will be a voting member.
The representatives from the NYS Department of Economic Development, L.I. Chapter, and the current Executive Director of the NY State Restaurant Association, L.I. Chapter, will be ex- officio members.
The Deputy County Executive for Suffolk County and the Commissioner of Commerce & Industry for Nassau County shall serve as ex-officio members of the Board of Directors or may designate a representative to the Board of Directors who may serve in their place as ex-officio members of the Board of Directors.
The immediate past Chairperson of the Board shall be an ex-officio member of the Board of Directors until a new Chairperson of the Board is elected.  If the past Chairperson of the Board cannot serve, the prior past Chairperson of the Board will serve.
A representative of the New York State Office of Parks, Recreation and Historic Preservation shall be an ex-officio member.
All ex-officio members of the Board shall have the right to vote, excluding the President of the organization.

Section 5 - Term of Directors
The term of office for an elected director shall be for three (3) years, except as otherwise herein provided.  At the Annual Meeting of the Corporation, one-third (1/3) of the Board shall be elected.  The term of Board members newly elected at the annual meeting of the Corporation shall take effect January 1st of the New Year.
No elected director shall serve more than four (4) consecutive 3-year terms.  A director who shall have been elected to fill an unexpired term in accordance with Section 6 shall, upon completion of such term, be eligible to be elected to not more than 4 consecutive 3-year terms.
                          
            
Section 6 - Vacancies
Vacancies of the Board of Directors occurring between Annual Meetings of the Corporation may be filled by the Board of Directors at any time.  A Director who is appointed to the Board to fill a vacancy occurring on the Board between Annual Meetings shall serve until the next Annual Meeting.

Section 7 - Termination of Directors
When an elected Director shall have three (3) consecutive absences from meetings of the Board of Directors, the President or Chairperson of the Board shall contact that person to review the situation and the Board shall then take appropriate action.
A Director may be terminated for cause by a 75% vote of the entire Board of Directors present at a duly constituted meeting, called for that matter.

Section 8 - Meetings
There shall be six (6) regular meetings of the Board of Directors held annually, one of which shall be the annual meeting, at a place designated by the Chairperson of the Board.  Notice for time and place of the holding of such meetings shall be given by mailing a copy thereof to each Director or delivering the same in person at the last address of record, not less than ten (10) calendar days shall be given before such meeting.
              
Section 9 - Special Meetings       
Special meetings of the Board of Directors shall be held in the principal office of the Corporation or at such other place as may be designated by the Chairperson of the Board in the notice of such meeting upon the call of the Chairperson of the Board, the President, or any six (6) Directors, and providing that notice of such meeting has been given no later than five (5) calendar days shall be given before said meeting by mail, fax or electronic mail.

Section 10 - Quorum
At least eighteen (18) members of the Board of Directors shall constitute a quorum at any meeting of the Board.  The affirmative vote of the majority of the Directors present, but not less than ten (10) affirmative votes, shall be needed to pass any resolution.

Article VI - OFFICERS
Section 1 – Officers

The elected Officers of the Corporation shall consist of a Chairperson of the Board, Vice Chairperson, Secretary, and Treasurer, who shall serve without compensation.  The term of elected office shall be for 1 (one) 2-year term.  No Chairperson of the Board shall serve consecutive terms.
Elected Officers shall serve until replaced by the Board of Directors.  Officers shall be elected at the first scheduled Board Meeting following the Annual Meeting., and shall take place no earlier than January 1st.
The Board of Directors shall appoint a President who shall be the Chief Executive Officer.  Other Staff Officers may be appointed by the President with the approval of the Board of Directors.
Vacancies of officers shall be filled by a majority vote of directors present at a meeting of the Board of Directors to fill the balance of the term.

Section 2 -Chairperson
Chairperson of the Board - The Chairperson of the Board shall preside at all meetings of the Corporation including the Board of Directors and the Executive Committee.

Section 3 - Vice Chairperson
Vice Chairperson of the Board - The Vice Chairperson shall, in the absence of the Chairperson, in general perform the duties of the Chairperson of the Board.

Section 4 - Secretary
Secretary - The Secretary shall act as the Secretary of all meetings of the Board of Directors and of the Executive Committee and supervise the preparation of all minutes of these meetings.
 

Section 5 - Treasurer
The Treasurer shall have the custody of all funds and securities of the Corporation which may come into his/her hands.  The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation in the name and to the credit of the Corporation at such banks or depositories as the Board of Directors may designate.  Whenever required by the Board of Directors or the Executive Committee, the treasurer shall render a statement of the accounts.  The treasurer shall at all reasonable times exhibit the books and accounts to any Officer or Director of the Corporation, and shall perform all duties incident to the position of Treasurer subject to the control of the Board of Directors.  The Treasurer shall, when required, give such security for the faithful performance of his/her duties as the Board of Directors may determine.

Section 6 - President
President-The President shall be the Chief Executive Officer of the Corporation and shall have general supervision of the affairs of the Corporation.  The President shall keep the Board of Directors fully informed and shall freely consult with them concerning the activities of the Corporation.  The President shall perform such duties as outlined in Employment Contract. He shall perform such other duties as shall be assigned from time to time by the Chairperson of the Board, Board of Directors or the Executive Committee.  The President shall serve as an ex-officio member of all committees.

Article VII - Executive Committee
Section 1 - Executive Committee
There shall be an Executive Committee of the Board of Directors which, in the interval between the meetings of the Board of Directors, shall act for and exercise the power and authority vested in the Board of Directors to the extent permitted by law and these By-laws.

Section 2 - Members of the Executive Committee
The officers of the association, who are directors, the representatives to the Counties of Nassau and Suffolk as set forth in Article V Section 4d, and the immediate past Chairperson of the Board, together with three directors nominated by the Nominating Committee and approved by the Board of Directors shall constitute an Executive Committee of the Board of Directors.
Three (3) members of the Board shall be nominated by the Nominating Committee and approved by the Board for a two (2) year term.

Section 3 - Quorum
At least five (5) members of the Executive Committee shall constitute a quorum for all meetings of the committee. A majority of the members present, but no less than four (4), is required to pass any measure.

Article VIII – STANDING COMMITTEES
Section 1 - Committees
The following shall be the Standing Committees of the Board:  Finance, Nominating and By-laws.  The Chairperson of the Board as a voting member and the President, as a non-voting member, shall be members of all committees.
                                     
Section 2 - Duties
The Board of Directors shall authorize and define the powers and duties of the Standing Committees.
Members may sign up for committees in December of the year the election of the new officers take place.  Members of Standing Committees shall serve until replaced.
No more than 10 people shall serve on any Standing Committee, exclusive of the Chairperson and President.  Such committee members will be approved by the Executive Committee.
Each December of an election year of officers the President will send out a form requesting each Board member’s interest and priority on serving on a Standing Committee.
The same person cannot serve on more than one Standing Committee unless a vacancy occurs after all interested parties have been assigned.

Section 3 - Chairpeople
The Chairperson of the Board of Directors shall appoint, subject to approval of the Board, the Chairperson of each standing committee, except Nominating who shall be the Immediate past Chairperson of the Board.

Section 4 - Quorum
One third (1/3) or a minimum of three (3) of the members of any Standing Committee, whichever is greater, shall constitute a quorum, except as otherwise provided in these by-laws.
 

Article IX – OTHER COMMITTEES
Section 1 - Creation of Other Committees
Ad Hoc Committees 
In addition to the Standing Committees there shall be such other Ad Hoc Committees as the Chairperson of the Board may designate.  Appointment to such Committees shall be made by the Chairperson of the Board subject to the approval of the Board of Directors.  The Board of Directors shall authorize and define the powers and duties, as well as the number of members of such Committees.

Other Committees
In addition, there shall be such other Committees as the Chairperson of the Board and the President so designate.  Each Committee shall have a Board liaison selected by the Chairperson of the Board and approved by the Board of Directors.  In addition, the Chairperson of the Board shall select a Chairperson for such Committees.

Section 2 - Quorum
One third (1/3) or a minimum of three (3) of the members of any Committee, whichever is greater, shall constitute a quorum, except as otherwise provided in these by-laws.

Article X – NOMINATING COMMITTEE
Section 1 - Formation & Purpose
The Nominating Committee shall be a Standing Committee.
To propose a slate of Directors to be voted on by the general membership at the Annual Meeting of the Corporation.
To propose Board members to fill vacant positions occurring between Annual meetings of the Association to be voted on by the Board at the next regular or special meeting of the Board of Directors.

To propose a slate of Officers to be voted on by the Board of Directors at the first Board meeting held after the Annual meeting of the Corporation.

The immediate past Chairperson of the Board shall be the Chair of the Committee.
Section 2 - Structure of Nominating Committee
The Nominating Committee shall be comprised of ten (10) members as follows:
The immediate past Chairperson of the Board.
Designated representatives of the Counties of Nassau and Suffolk as set forth in Article V Section 4d.
Seven (7) members who shall be appointed by the Chairperson of the Board subject to the approval of the Board of Directors.

Section 3 - Quorum
At least four (4) members of the Nominating Committee shall constitute a quorum.

Section 4 - Report
The Nominating Committee shall submit its report to the Secretary not less than forty-five (45) calendar days prior to the date of the Annual Meeting of the Corporation.

Section 5 - Notice
The Secretary shall submit written notice of report of the Nominating Committee together with the Notice of the Annual Meeting to the membership at the last address of record not less than thirty (30) calendar days prior to the Annual Meeting.

Section 6 - Additional Nominations
The Secretary will receive additional nominations for Directors made in writing and supported by the signatures of not less than five (5) members in good standing up to twenty (20) calendar days prior to the scheduled starting time of the Annual Meeting. 
Nominations will not be accepted from the floor.

A ballot will be mailed to the designated representative sixteen (16) calendar days prior to the Annual Meeting.
The ballot must be returned to the Secretary of the Corporation no later than two (2) business days prior to the Annual Meeting.

Additional nominations for Officers may be made at any time by members of the
Board of Directors up to the close of nominations by the Secretary at the first Board meeting held after the Annual meeting of the Corporation.
Section 7 - Voting
If there are more candidates for the position of Director than there are vacancies, then the election shall be by written ballot.

If there are more candidates for the position of Officer than there are vacancies, then the election shall be by written ballot.

Section 8 - Clarification
In the event that a situation arises that is not clearly defined by the existing By-laws, Roberts Rules of Order will apply.

Article XI – CONTRACTS, CHECKS, BANK ACCOUNTS, INVESTMENTS, etc.
Section 1 - Checks, Notes, Contracts, Etc.
The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the Corporation and shall determine who, if anyone, in addition to the President, shall be authorized in the Corporation’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts, and documents.

Section 2 - Investments
The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal, or otherwise, or stocks, bonds, or other securities, as the Board of Directors in its discretion may deem desirable, without regard to limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments.

Article XII – CORPORATE BOOKS
There shall be kept at the principal office of the Corporation, correct books of account of the activities and transaction of the Corporation, including a minute book which shall contain a copy of the Certificate of Incorporation, a copy of these By-laws, and all minutes of the Board of Directors and the Executive Committee.

Article XIII – FISCAL YEAR
The Fiscal Year of the Corporation shall be determined by the Board of Directors.

Article XIV – INDEMIFICATION
The Corporation shall, to the fullest extent now or hereafter permitted by law, indemnify any person made a party to any action or proceeding, civil or criminal, by reason of the fact that said person or his or her estate was or is a Director or Officer of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees, except to the extent that the same is paid by insurance proceeds provided by the Corporation or said person.

Article XV - AMENDMENTS
These By-laws may be amended at any meeting of the Board of Directors by a vote of two-thirds (2/3) of those present constituting a quorum, provided that a copy of all proposed amendments has been sent to all members of the Board of Directors with proper notice of the meeting.