Dated: MAY 11, 2016
Name, Offices, Organization
Section 1. Name. The corporation’s name is the Long Island Convention & Visitors Bureau, Inc. d/b/a the Long Island Convention & Visitors Bureau and Sports Commission (the “Corporation”)
Section 2. Place of Business. The Corporation shall maintain a known place of business on Long Island, NY, at a location designated from time to time by resolution of the Board of Directors.
Section 3. Statutory Agent. The Corporation shall maintain a statutory agent in New York. The Corporation’s statutory agent may be changed from time to time by resolution of the Board of Directors and the Corporation’s Secretary shall notify the New York Department of State of any such change.
Section 4. Organization and Governance. The Corporation is a non-charitable nonprofit corporation organized pursuant to the New York Not-For-Profit Corporation Law (“NFPC Law”). The Corporation shall govern itself in accordance with the laws of the New York, these Amended and Restated Bylaws (the “Bylaws”) and such other policies and procedures as are adopted from time to time by the Board of Directors. These Bylaws supersede and replace in their entirety, effective as of the date of their adoption by the Board of Directors of the Corporation, all prior bylaws of the Corporation as previously amended and/or restated.
Section 5. Purpose. The purpose for which the Corporation exists is to promote Long Island as a world-class destination for tourism, meetings, conventions, trade shows, sporting events and related activities.
Section 1. Criteria for Membership. Membership shall be open to all persons, corporations, partnerships, associations, or governmental agencies located in Suffolk and Nassau Counties, interested in promoting the purpose of the Corporation. The Board of Directors may prescribe other conditions for membership.
Section 2. Classes of Members. There shall be two classes of members.
(A) Member. A person, corporation, partnership, association located in Suffolk and Nassau Counties may apply to become a member. Upon approval of said membership by the Board of Directors, compliance with such conditions as may be prescribed by the Board of Directors for membership, and payment of the membership fee, that person or entity may become a voting Member of the Corporation. Each Member shall be entitled to one vote on membership matters. The Board of Directors shall have the power to reject any membership application it deems to be in the best interest of the Corporation. Hereinafter, a voting member shall be referred to as “Member.”
(B) Associate Member. Any person associated with or employed by an active Member in the management of the Member’s facility or has a financial interest in the Member is eligible to be an Associate Member. Associate Members in the same organization as the Member will not be charged additional fees and shall not be eligible to vote.
Section 3. Membership Term; Dues. Each membership in the Corporation shall be for a calendar year. The dues payable for each twelve-month period (pro-rated as necessary to align with the calendar year) with respect to each class of membership shall be as determined from time to time by the Board of Directors. Dues shall be nonrefundable, even if a membership is terminated prior to the period for which dues have been paid.
Section 4. Good Standing. A Member or Associate Member is considered not to be in good standing if their dues are delinquent. A Member that is not in good standing shall not be entitled to vote on any matter coming before the members until such time as the Member has been restored to good standing by paying all delinquent dues.
Section 5. Termination of Membership.
(A) Resignation of Membership. A member may voluntarily withdraw as a member by giving written notice of resignation to the Chairman or President & Chief Executive Officer (“President/CEO”).
(B) Termination for Failure to Pay Dues. If a member fails to pay dues within thirty (30) days after the mailing of a second notice of dues payable, the Board of Directors may suspend or terminate the membership of such member and institute appropriate measures to collect the past due balance. The Board of Directors may determine in its sole discretion to waive or extend a member’s obligation for payment of dues.
(C) Expulsion. Any member may be expelled from membership by the Board of Directors, in its discretion, for good cause shown, including, without limitation, for non-participation, material violation of the Corporation’s Bylaws and/or policies, or unacceptable public behavior.
(D) Procedure for Suspension, Termination or Expulsion. The Board of Directors shall give written notice to a member before the expulsion, suspension or termination of the member’s membership pursuant to Section 5(B) or 5(C) above and the reasons therefore, and shall provide an opportunity for the member to be heard, orally or in writing, by the Board of Directors or its designee at least five (5) days before the effective date of the expulsion, suspension or termination. The decision of the Board of Directors, after the member has had an opportunity to be heard, shall be final.
Section 6. Transfer of Membership. A member may not transfer a membership or any right arising from a membership without the written consent of the Board of Directors, which consent is solely within its discretion.
Section 7. Meetings of Members.
(A) Annual Meeting. The annual meeting of the members shall be held during the fourth quarter of each calendar year, at such time and place as the Board of Directors may determine. At each Annual Meeting of the members, a report on the activities and financial condition of the Corporation shall be presented, as well as the transaction of such other business as may come before the members.
(B) Regular Meetings. There shall be no regular meetings of the members other than the Annual Meeting.
(C) Special Meetings. Special meetings of the members may be held at any time and place for any purpose or purposes whenever called by resolution of the Board of Directors, the Chairman, the President/CEO or by a written demand to the Secretary of not less than fifty-one percent (51%) of all Members entitled to vote describing one or more purposes for which the special meeting is to be held. The Secretary upon receiving the written demand or resolution shall promptly give notice of such meeting as provided below, or if the Secretary fails to do so within five (5) business days thereafter, any Member signing such demand may give such notice.
Section 8. Notice and Waiver of Notice. Notice of meetings of the members shall be given by written notice delivered to each member not less than ten (10) days nor more than fifty (50) days before the date of the meeting. Notice of special meetings shall indicate the purpose for which such meetings are called and the person or persons calling the meeting. Notice shall be sent by first class mail, postage prepaid, by personal delivery, by fax, by email or by other electronic means.
Section 9. Quorum and Manner of Acting. Five percent (5%) of the voting Members of the Corporation, present in person, shall constitute a quorum for the transaction of business at any meeting of the members. For purposes of determining the existence of a quorum, attendance at a meeting by the representative of a Member shall be deemed attendance by such Member. Each Member that is in good standing shall have one vote with respect to each matter submitted to a vote at a member meeting. Members that are not natural persons may cast votes only through their designated representatives, and the vote of any such representative shall be deemed the vote of the Member he or she represents. The vote of a majority of the Members entitled to vote represented at a meeting at which a quorum is present shall be the act of the Members.
Section 10. Proxy Voting Prohibited. Proxy voting by Members shall not be permitted. Voting by designated representatives of Members that are not natural persons, shall not be deemed or construed to be proxy voting for purposes of this Section 10.
Section 11. Presumption of Assent. A member who is present at a meeting of the members at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (a) such member’s dissent shall be entered in the minutes of the meeting, (b) such member shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or (c) such member shall forward such dissent by registered mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Member who voted in favor of such action. The presence at a meeting of a member’s representative designated, and the failure of such representative to dissent to action at such meeting in the manner provided above shall be presumed to be the assent of the member that designated such representative to the action taken at a meeting of the members.
Section 12. Organization. The President/CEO of the Corporation shall preside at all meetings of the members or, in the absence of the President, an acting President shall be chosen by the Members present. The Secretary of the Corporation shall act as Secretary at all meetings of the members, but in the absence of the Secretary, the presiding official may appoint any person to act as Secretary of the meeting.
Section 13. Action by the Members. Except as otherwise provided by statute or by these Bylaws, any corporate action authorized by a majority of votes cast at a meeting of members shall be the act of the members. Action may be taken without a meeting on written consent, setting forth the action to be taken, and signed by all the Members. Such consent may be written or electronic. If the consent is written, it must be signed by the Member. If the consent is electronic, it must be able to be reasonably determined to have been sent by the Member.
Section 14. Special Actions Requiring Vote of Members. The following actions may not be taken without approval of the Members:
(A) a plurality of the votes cast at a meeting of the members is required for the election of the Directors of the Corporation;
(B) a majority of the votes cast at a meeting of the members is required for (1) any amendment of the certificate of incorporation, or (2) a petition for dissolution;
(C) two-thirds of the votes cast at a meeting of the members is required for (1) disposing of all, or substantially all, of the assets of the Corporation, (2) approval of a plan of merger, (3) authorization of a plan of non-judicial dissolution, or (4) revocation of a voluntary dissolution proceeding, provided, however, that the affirmative votes cast in favor of any action described in this subsection (C) shall be at least equal to the minimum number of votes necessary to constitute a quorum. Blank votes or abstentions shall not be counted in the number of votes cast.
Board of Directors
Section 1. General Powers and Duties of Directors. The affairs of the Corporation shall be managed under the direction of its Board of Directors.
Section 2. Duties. Each director shall attend, at a minimum, a majority of the Board of Directors meetings during any twelve-month period. In addition, each director must attend at least two (2) of the Corporation’s annual special events. Each director shall support the Corporation’s activities and contribute his or her advice on the Corporation’s policies and use of resources. This provision does not in any way limit the fiduciary duties each director owes to the Corporation under applicable law.
Section 3. Number and Qualifications of Directors.
(A) Number. The number of directors shall consist of not less than twenty-five (25) or more than thirty (30) directors. Subject to the limitations in the immediately preceding sentence, the number of directors serving at any time shall be fixed, and may thereafter be increased or decreased from time to time, by the Board of Directors. If the number of directors is decreased, each director in office shall serve until his or her term expires, or until an earlier termination of his or her status as a director. If the number of directors is increased, each new position on the Board of Directors shall be treated as a vacancy.
(B) Qualifications. Each director shall be an individual Member in good standing and selected from the representatives of the voting members of the Corporation. Each director shall be at least 18 years of age.
Section 4. Composition of Board of Directors; Appointment or Election; Term. The Board of Directors (other than any ex officio director) shall be comprised of individuals who meet all applicable qualifications in Section 3(B) of this Article III, and who are appointed or elected as directors as follows, and who accept such appointment:
(A) Board Structure. A minimum of one third of the entire Board of Directors shall be represented by the lodging industry Members. Other members of the Board shall come from lodging or other tourism-related businesses.
(B) Voting Ex Officio Directors. The current President of the Long Island Hotel & Motel Association; a representative of the NYS Department of Economic Development, L.I. Chapter; a representative from Nassau County, as designated by the Nassau County Executive; a representative from Suffolk County, as designated by the Suffolk County Executive; and a representative of the New York State Office of Parks, Recreation and Historic Preservation are voting ex officio directors of the Corporation.
(C) Non-Voting Ex Officio Directors. The President/CEO shall serve as a non-voting director on the Board of Directors and shall not be included in the total number of directors authorized in Section 3(A) above.
(D) Election and Term. The Directors shall hold office for three-year terms; provided, however, that any Director elected to fill an unexpired term (whether resulting from the death, resignation or removal or created by an increase in the number of Directors) shall hold office until the next annual meeting at which the election of Directors is in the regular order of business and until his successor is elected or appointed and qualified. Directors may be elected to four (4) consecutive terms. To become a director, a person shall be nominated by the Nominating Committee and elected by a plurality of the Members. A director who has been elected to fill an unexpired term shall, upon completion of such term, be eligible to be elected to not more than four (4) consecutive three-year terms. Directors who have served four (4) consecutive three-year terms must take a one-year leave from the Board prior to being eligible for re-election or re-appointment to the Board.
(E) Staggered Terms. The Board shall serve staggered terms. Upon the adoption of these amended and restated Bylaws, the directors shall be divided into three equal as possible classes. The term of office of the first class shall expire at the next annual meeting of the Corporation. The term of office of the second class shall expire at the following annual meeting and the third class at the third annual meeting. At each annual meeting after Directors are first designated into classes, Directors shall be elected for a term of three years to replace those whose terms shall expire. The term of Board members newly elected at the Annual Meeting of the Corporation shall take effect January 1st of the new year.
Section 5. 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 expired term of the vacancy and are then eligible for four (4) consecutive three-year terms.
Section 6. Termination of Status as Director.
(A) Resignation. A director may resign at any time by filing a written resignation with the Chairman or the President/CEO.
(B) Termination. An individual shall cease to be director when he or she ceases to be actively engaged or a representative in the lodging or tourism-related business for a period of six months.
(C) Removal. Notwithstanding any contrary provision of these Bylaws, a director may be removed by vote of a majority of the other directors, at a regular meeting or at any special meeting called for that purpose, for good cause shown, including, without limitation, for non-participation, material violation of the Corporation’s Bylaws and/or policies, or unacceptable public behavior.
Meetings of Board of Directors
Section 1. Annual Meeting. The annual meeting of the Board of Directors shall be held during the fourth quarter of each calendar year at such time and place as the Chairman of the Board may determine, for the purpose of electing members of the Executive Committee and officers of the Corporation, and transacting such other business as may come before the meeting.
Section 2. Regular Meetings. The Board may provide by resolution for regular or stated meetings of the Board of Directors, to be held at a fixed time and place, and upon the passage of any such resolution such meetings shall be held at the stated time and place without other notice than such resolution; provided, however, that the Board shall meet at least four times annually.
Section 3. Special Meetings. Special meetings of the Board of Directors may be held at any time and place for any purpose or purposes, unless otherwise prescribed by the NFPC Law, on call of the Chairman or the Secretary, and shall be called by the Secretary on the written request of any twenty percent (20%) of the directors.
Section 4. Meetings by Telephone or Other Communication Technology.
(A) Participation. Any or all directors may participate in an annual, regular or special meeting or in a committee meeting of the Board of Directors by, or conduct the meeting through the use of, telephone or any other means of communication by which all participating directors may simultaneously hear each other during the meeting.
(B) Presence At Meeting. If a meeting will be conducted as described in subsection (A), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting as described in subsection (A) is deemed to be present in person at the meeting.
Section 5. Notice and Waiver of Notice.
- Notice. Notice of the date, time and place of any annual, regular or special meeting of the Board of Directors shall be given to each director. Notice shall be sent by first class mail, postage prepaid, by personal delivery, by fax, by email or by other electronic means at least five (5) days prior thereto. The purpose of and the business to be transacted at any special meeting of the Board of Directors need not be specified in the notice or waiver of notice of such meeting. Regular meetings may be held without notice of the time and place if such meetings are fixed by the Board. To discuss matters requiring prompt action, notice of special meetings may be sent to each director by e-mail, facsimile, or telephone, or given personally, no less than forty-eight (48) hours before the time at which such meeting is to be held, unless the meeting must be held within forty-eight (48) hours. No notice need be given of any adjourned meeting.
(B) Waiver of Notice. Whenever any notice is required to be given under the provisions of the NFPC Law or under the provisions of the Articles of Incorporation or Bylaws of the Corporation, a waiver thereof in writing, signed at any time by the person or persons entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 6. Quorum. A majority of the number of directors then serving (not including non-voting ex officio directors) shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Once a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, notwithstanding the departure from the meeting of enough directors to leave less than a quorum.
Section 7. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the NFPC Law or the Articles of Incorporation or Bylaws of the Corporation.
Section 8. Action by Written Consent of Directors. Any action required by the Articles of Incorporation or Bylaws of the Corporation, or any provision of the NPFC Law, to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors taken at a meeting.
Section 9. Proxy Voting Prohibited. Proxy voting by directors shall not be permitted.
Section 10. Presumption of Assent. A director who is present at a meeting of the Board of Directors, or a committee thereof, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (a) such director’s dissent shall be entered in the minutes of the meeting, (b) such director shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or (c) such director shall forward such dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 11. Compensation. Directors shall not receive compensation for serving as directors, but may receive reasonable compensation for other personal services rendered which are necessary to carrying out the exempt purposes of the Corporation, provided the Board of Directors determines these services are fair and reasonable and are approved by the Board as an acceptable related-party transaction as set forth in the NFPC Law and these Bylaws. In addition, directors may receive reimbursement for reasonable expenses incurred in connection with corporate matters, provided that such reimbursement is authorized by the Board of Directors. Any compensation from the Corporation for directors or board member should comply with the Conflict of Interest policy as noted in Article VIII.
Section 1. Number. The principal officers of the Corporation shall be a Chair, an Immediate Past Chair, a Vice-Chair, a President/CEO, a Secretary, and a Treasurer. The Board of Directors may elect such other officers and assistant officers and agents as may be deemed necessary. No individual may simultaneously hold more than one office. All officers shall be members of the Board of Directors.
Section 2. Election. The officers of the Corporation, other than the President/CEO, shall be elected by the Board of Directors at its annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient.
Section 3. Term of Office/Succession. Each officer, other than the President/CEO, shall hold office from the date of his or her election for two (2) years. The term shall expire at the annual meeting of the Board of Directors at which such officer’s successor is elected, or until that officer’s death, resignation or removal in the manner hereinafter provided. It is the expectation of the Corporation that the officers will succeed to the next highest office once his or her term is over. The line of succession is: Treasurer, Secretary, Vice-Chair, Chair, Immediate Past Chair. However, the Board retains the discretion to deviate from this process. The standard director terms of four three-year terms shall be suspended for directors who are elected or appointed as officers, so that they may remain on the board until their term as officer expires or is otherwise terminated.
Section 4. Removal. Any officer or agent may be removed with or without cause by a majority vote of the Board of Directors, whenever in its judgment the best interests of the Corporation will be served thereby.
Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors at a regular or special meeting.
Section 6. Chair. The Chair shall call and preside at all meetings of the members, the Board of Directors and the Executive Committee, shall be, ex-officio, a voting member of all committees of the Board of Directors, and shall be the liaison between the President/CEO and the Board of Directors. The Chair will work to assure adequate communication among the committees, task forces and members, and such other duties as the Board of Directors assigns. The Chair shall have general supervision of the affairs of the Corporation and shall keep the Board fully informed about the activities of the Corporation. He or she has the power to sign and execute alone in the name of the Corporation all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature. The Chair shall perform all the duties usually incident to the office of the Chair and shall perform such other duties as from time to time may be assigned by the Board.
Section 7. Vice-Chair. The Vice-Chair will have such powers and duties as may be assigned to him or her by the Board. In the absence of the Chair, the Vice-Chair shall perform the duties of the Chair.
Section 8. Immediate Past Chair. The Immediate Past Chair will serve as the Chair of the Nominating Committee and perform other duties as the Board of Directors assigns.
Section 9. Secretary. The Secretary shall: (a) ensure that the minutes of the members’ and Board of Directors’ meetings are kept and distributed properly; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by the NFPC Law; (c) keep or cause to be kept the corporate records; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Chair or by the Board of Directors.
Section 10. Treasurer. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation, and shall deposit or cause to be deposited all moneys, evidences of indebtedness and other valuable documents of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board may designate. At the annual meeting, he or she shall render a report of the Corporation’s accounts showing in appropriate detail: (a) the assets and liabilities of the Corporation as of a twelve-month fiscal period terminating not more than six months prior to the meeting; (b) the principal changes in assets and liabilities during that fiscal period; (c) the revenues or receipts of the Corporation, both unrestricted and restricted to particular purposes during said fiscal period; and (d) the expenses or disbursements of the Corporation, for both general and restricted purposes during said fiscal period. Such report shall be filed with the minutes of the annual meeting of the Board. The report to the Board may consist of a verified or certified copy of any report by the Corporation to the Internal Revenue Service or the Attorney General of the State of New York which includes the information specified above. The Treasurer shall, at all reasonable times, exhibit the Corporation’s books and accounts to any Officer or Director of the Corporation, and whenever required by the Board, render a statement of the Corporation’s accounts and perform all duties incident to the position of Treasurer, subject to the control of the Board.
Section 11. President/CEO. The President/CEO (Chief Executive Officer) shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. Such duties include, without limitation, attending all Board of Directors, Executive Committee and member meetings; monitoring and managing the receipt of funds from Nassau and Suffolk Counties, membership dues, assessments and other sources of income; managing the marketing and sales strategy of the Corporation, maintaining a list of members, directors and officers; keeping members informed of all matters of interest pertaining to the Corporation; providing notice and retaining records of meetings; serve as the spokesperson of the Corporation for applicable community and industry events. The President/CEO shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the Corporation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees serve at the discretion of the President/CEO. In general, the President/CEO shall perform all duties incident to that office, and such other duties as may be prescribed by the Board of Directors from time to time. The President/CEO may be compensated as set forth from time to time by the Chair, in consultations with the Officers and is a contracted employee.
Section 12. Vacancy of President/CEO Position. When a vacancy occurs in the President/CEO position, the Chairman of the Board shall appoint a Search Committee comprised of current Executive Committee and Directors at Large, the number of which shall be determined by the Executive Committee. The Search Committee will be charged with selecting three final candidates to present to the full Board of Directors for a vote of the majority. Board members will not be eligible for the position of President/CEO until they have been off the Board for a minimum of twelve (12) consecutive months.
Section 13. Compensation. The compensation of the President/CEO shall be determined by the Chair, in consultations with the Officers, after conducting an appropriate salary survey for the industry. Officers of the Corporation other than the President/CEO shall not receive compensation for serving as officers, but may receive reasonable compensation for other personal services rendered provided that the Board determines the services are fair and reasonable and are acceptable related-party transactions as set forth in these Bylaws and in the NFPC Law. In addition, officers may receive reimbursement for reasonable expenses incurred in connection with corporate matters, provided that such reimbursement is authorized by the Board of Directors.
Section 1. Committees of the Board of Directors. The Board of Directors, by resolution, may create one or more committees of the Board of Directors, consisting of one or more members of the Board of Directors. The Executive Committee and other committees of the Board of Directors shall have such powers and duties, not inconsistent with Section 9 of this Article VI or any existing delegation of powers to a committee of the Board of Directors, as may be provided in these Bylaws or in the resolution creating such committees.
Section 2. Executive Committee. The Corporation shall have an Executive Committee. The Executive Committee shall include the Officers of the Corporation, the representatives of Nassau and Suffolk Counties as outlined in Section 4(B) of Article III, and three directors nominated by the Nominating Committee and approved by the Board of Directors to serve a two-year term.
(A) The President/CEO shall be ex-officio, non-voting member of the Executive Committee.
(B) The Executive Committee shall have and may exercise, when the Board of Directors is not in session, all of the powers of the Board of Directors, subject to the limitations set forth in Section 9 of this Article VI. Any action which may be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by each member of the Executive Committee. Such consent shall have the same force and effect as a unanimous vote of the committee members taken at a meeting. For purposes of this section, a written consent may be in the form of a fax or electronic mail. Responsive electronic mail from the Executive Committee members approving the action shall satisfy the signature requirement.
(C) 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.
Section 3. Nominating Committee.
(A) General. The Corporation shall have a Nominating Committee, which shall be an advisory committee to the members and the Board of Directors, and shall not have or exercise any authority of the Board of Directors. The role of the Nominating Committee shall be to evaluate the qualifications of potential candidates for election to the Corporation’s Board of Directors and Executive Committee, or as officers of the Corporation, and to make recommendations to the members and the Board of Directors, as applicable, with respect to the election of directors, the appointment of directors to the Executive Committee and other committees of the Board of Directors and the election of officers.
(B) Composition of Nominating Committee. The Nominating Committee shall be comprised of any combination of Executive Committee and Directors at Large set forth by the Nominating Committee Chair. The Immediate Past Chair shall serve as chair of the Nominating Committee.
(C) Recommendations Regarding Election of Directors. Not later than ten (10) days prior to each annual meeting of the Board of Directors, the Nominating Committee shall provide to the directors the Nominating Committee’s recommendation of a list of candidates for the directors to be elected by the directors at such annual meeting in accordance with Article III. Not later than ten (10) days prior to the date of any meeting of the Board of Directors at which a vote will be held for the election of one or more directors to fill vacancies on the Board of Directors in accordance with Article III, the Nominating Committee shall submit to the Board of Directors the recommendation of the Nominating Committee of a candidate or candidates to fill the vacancy.
(D) Recommendations Regarding Appointment of Members to Committees of the Board of Directors and Election of Officers. Not later than ten (10) days prior to the date of any meeting of the Board of Directors at which a vote will be held for the appointment of any director to the Executive Committee or any other committee of the Board of Directors or the election of any person as an officer of the Association, the Nominating Committee shall submit to the Board of Directors the recommendation of the Nominating Committee of a candidate or candidates for such appointment or election.
Section 4. Finance and Audit Committee.
(A) Finance and Audit Committee. The Finance and Audit Committee serves the purpose of providing independent and skilled guidance to the Board of Directors in fulfilling its responsibility to ensure (1) the fairness and accuracy of the Corporation’s financial statements; (2) the existence of appropriate internal financial controls; and (3) the independence of the public accounting firm engaged to audit the Corporation’s financial statements.
(B) Composition, Appointment and Qualification. The Finance and Audit Committee shall be comprised of at least three (3) directors each of whom is an Independent Director as defined in the Corporation’s Conflict of Interest Policy. The members of the Finance and Audit Committee shall be appointed by the Chairman of the Board, subject to the approval of the Board.
Members of the Finance and Audit Committee shall not also be paid staff of the Corporation. The Treasurer of the Corporation shall serve as Chairman of the committee. Each member of the committee shall be able to read and understand financial statements, including the Corporation’s balance sheet, income statement and cash flow statement, or become so able within a reasonable period of time after joining the committee. In addition, at least one member of the committee shall have accounting or related financial management expertise. Members of the Finance and Audit Committee may be removed by the Board of Directors at any time, with or without cause.
(C) Duties. The Finance and Audit Committee shall:
(i) review with the independent auditor the scope and planning of the audit prior to the audit’s commencement;
(ii) upon completion of the audit, review and discuss with the independent auditor:
- any material risks and weaknesses in internal controls identified by the auditor;
- any restrictions placed on the scope of the auditor’s activities or access to requested information;
- any significant disagreements between the auditor and management; and
- the adequacy of the corporation’s accounting and financial reporting processes.
(iii) annually consider the performance and independence of the auditor; and
(iv) report on the Committee’s activities to the Board.
The Finance and Audit Committee’s responsibilities shall also include review of and input into the Corporation’s annual budgets prior to approval by the Board of Directors and monitoring the Corporation’s compliance with applicable tax laws, rules and regulations.
Section 5. Membership Committee. The Membership Committee shall be responsible for soliciting and reviewing applications for membership and preparing a slate of applicants for consideration by the Board or Executive Committee. The Membership Committee may include persons not currently serving on the Board of Directors.
Section 6. Other Committees. The Board, by resolution, adopted by a majority of the entire Board, may establish and appoint other committees of the Board consisting of at least three (3) directors with such powers and duties as the Board may prescribe. The members of such committees shall be appointed by the Chairman of the Board, subject to the approval off the Board.
Section 7. Non-delegable Powers; Rules of Committees. The Board of Directors may delegate to any committee that is comprised solely of directors any authority of the Board of Directors, except that a committee shall not take any of the following actions: (a) authorizing distributions; (b) approving or recommending to the members any action that requires the members’ approval under the NFPC Law; (c) filling vacancies on the Board of Directors or any committee of the Board of Directors; (d) adopting, amending or repealing the Corporation’s Bylaws; or (e) fixing compensation of directors. Subject to the provisions of this Article VI, each committee of directors shall fix its own rules governing the conduct of its activities, not inconsistent with rules promulgated by the Board of Directors, and shall make such reports to the Board of Directors of its activities as the Board of Directors may request.
Indemnification and Insurance
Section 1. Indemnification. The Corporation shall, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she or his or her testator was a Director, officer, employee or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney fees. No indemnification may be made to or on behalf of any such person if (a) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty and were material to such action or proceeding or (b) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled in the transaction or matter in which indemnification is sought.
Section 2. Insurance. The Corporation shall have the power to purchase and maintain all insurance policies deemed to be in the best interest of the Corporation including insurance to indemnify the Corporation for any obligation which it incurs as a result of its indemnification of Directors, Officers and employees pursuant to Section 1 above, or to indemnify such persons in instances in which they may be indemnified pursuant to Section 1 above.
Conflict of Interest
Section 1. Purpose. The Corporation shall adopt a Conflict of Interest Policy (the “Policy”) to protect the interests of the Corporation when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Director, Officer, or Key Employee of the Corporation. The Corporation will not enter into any such transaction or arrangement unless it is determined by the Board in the manner described in the Policy to be fair, reasonable and in the best interests of the Corporation at the time of such determination. The Policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to non-for-profit and charitable organizations.
Section 2. Related Party Transactions and Duty to Disclose. A Related Party Transaction is not necessarily a prohibited transaction. Under the Policy, if the Corporation contemplates entering into a Related Party Transaction, the Independent Directors of the Board must determine if the transaction is fair, reasonable, and in the best interests of the Corporation at the time of such determination. If at any time during his or her term of service a Related Party acquires any Financial Interest or when any matter for decision or approval comes before the Board in which a Related Party has a Financial Interest, that Financial Interest or potential Related Party Transaction must be promptly disclosed in writing to each member of the Board, the President, and to the Chair of any appropriate Board Committee, together with all material facts.
Section 3. Initial and Annual Written Disclosures. Prior to a Director’s initial election to the Board, or an Officer or Key Employee’s employment at the Corporation, and thereafter on an annual basis, all Directors, Officers, and Key Employees shall disclose in writing to the Secretary of the Corporation:
(A) Any entity of which such person or a Relative of such person is an officer, director, trustee, member, owner, or employee and with which the Corporation has a relationship;
(B) Any Financial Interest such person may have in any corporation, organization, partnership or other entity which provides professional or other goods or services to Corporation for a fee or other compensation; and
(C) Any position or other material relationship such Director, Officer, Key Employee, or Relative of such person, may have with any not-for-profit corporation with which the Corporation has a business relationship.
A copy of each disclosure statement shall be kept in Corporation’s files and made available to any Director, Officer, or Key Employee upon request.
Section 4. Annual Statements. Each Director, Officer, and Key Employee shall annually sign and submit to the Secretary of the Corporation a statement which affirms such person: (a) has received a copy of the Policy; (b) has read and understands the Policy; and (c) has agreed to comply with the Policy.
The fiscal year of the Association shall end on the last day of December in each year.
Each officer shall have authority to sign, execute and acknowledge on behalf of the Corporation, all deeds, bonds, stock certificates, contracts, leases, reports, and all other documents or instruments necessary or proper to be executed in the course of the Corporation’s regular business, or which shall be authorized by resolution of the Board of Directors. Except as otherwise provided by law or directed by the Board of Directors, the President/CEO may authorize in writing any officer or agent of the Corporation to sign, execute and acknowledge such documents and instruments in his or her place and stead.
Contracts, Checks and Bank Account
The Board is authorized to select the banks or depositories it deems proper for the funds of the Corporation and shall determine who shall be authorized on the Corporation’s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidences of indebtedness, to enter into contracts or to execute and deliver other documents and instruments.
There shall be kept at the office of the Corporation correct books of account of the activities and transactions of the Corporation including the minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these bylaws, and all minutes of meetings of the Board.
In all of its dealings, neither the Corporation nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, ethnicity, national origin, marital status, sexual preference, mental or physical disability or any category protected by state or federal law.
Section 1. Amendment by Board of Directors. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting thereof. No vote or approval of the Corporation’s members shall be required for any alteration, amendment or repeal of these Bylaws or the adoption of new Bylaws by the Board of Directors.
Section 2. Implied Amendments. Any action taken or authorized by the Board of Directors that would be inconsistent with the Bylaws then in effect but is taken or authorized by affirmative vote of not less than the number of directors required to amend the Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.
The undersigned Secretary does hereby certify that the foregoing Bylaws were adopted by the Board of Directors of The Long Island Convention & Visitors Bureau and Sports Commission pursuant to a meeting of its Board of Directors held on March 15, 2016.
Gloria Rocchio, Secretary