September 11, 2005
JAGUAR ASSOCIATION OFCENTRAL NEW YORK, LTD.
The original members of the Corporation shall be the persons named in the Certificate of Incorporation as directors and such additional persons as said persons may at the first meeting of incorporators elect as directors. Thereafter, any person elected at any time to the Board of Directors shall automatically become a member of the Corporation, if not already a member.
MEETINGS OF MEMBERS
Section 1 Annual Meeting. The annual meeting of members of the Corporation shall be held at the last scheduled event of the JACNY season each year, or at an event scheduled specifically for the Meeting, for the purpose of electing Officers and members of the Board of Directors and the transaction of such other business as may properly come before the meeting. This meeting will occur at some time during the months of September, October, or November each year.
Section 2 Notice of Annual Meeting of Members. Notice of the time, place and purposes of such annual meeting shall be served either personally or by mail upon each member of the Corporation entitled to vote at such meting not less than ten (10) nor more than fifty (50) days before the meeting. If mailed, it shall be addressed to each such member at his address as it appears on the records of the Corporation.
Section 3 Special Meetings of the Members. Special meetings of members shall be held at a location designated by the President or Secretary and members will be notified of the time and location by mail. The location is not limited to Onondaga County.
Section 4 Notice of Special Meetings. Notice of time, place and purposes of every special meeting of the members shall be served either personally or by mail upon each member of the Corporation entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days before the meeting. If mailed, it shall be addressed to each such member at his address as it appears on the records of the Corporation.
Section 2 Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as may be determined by resolution of the Board of Directors and no notice shall be required for any regular meeting except as otherwise provided by law. Any business may be transacted at any regular meeting.
Section 3 Special Meetings of the Board of Directors. Special meetings of the Board of Directors may, unless prescribed by law, be called at any time by the President or the Secretary. On the written request of any two (2) directors, the Secretary shall call a special meeting of the board. Special meetings shall be held at allocation designated by the President or Secretary and the location is not limited to Onondaga County.
Section 4 Notice of Special Meetings. Unless otherwise prescribed by law, notice of time, place and purpose of any special meeting of the Board of Directors shall be served either personally upon each director or mailed or telegraphed to his address as it appears upon the re4cords of the Corporation or to his last known post office address not later than two (2) days prior to the meeting.
Section 5 Quorum. At all meetings of the Board of Directors five (5) or more of the directors shall constitute a quorum for the transaction of business but less than a quorum may adjourn such meeting from time to time without further notice until a quorum is present. Except as otherwise by law or in these bylaws provided, any act of a majority of the Board of Directors constituting a quorum shall be the act of the Board of Directors.
Section 6 Unanimous Written Consent. The Board of Directors shall have authority to undertake and/or authorize any action required or permitted to be taken by this Board or any committee thereof to be taken without a meeting if all members of the Board of Directors or any committee thereof shall consent in writing to the adoption of a resolution authorizing the undertaking or authorizing the action.
Section 7 Telephonic Board Meetings. Anyone or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee thereof by means of a conference telephone or similar telephonic communication equipment allowing all persons participating in the meeting to hear each other and such participation by telephonic means shall constitute presence in person at such meeting.
Section 1 The officers of the corporation shall consist of a President, Vice President, Secretary and Treasurer and such other officers as the Board of Directors may from time to time appoint. All officers shall be members of the Board of Directors and shall be elected at the organization meeting of the Board of Directors and thereafter at the first meeting of the Board of Directors following the annual meeting of the members.
The officers so elected shall hold office for one (1) year and until their successors are elected. If a vacancy occurs among the officers, such vacancy shall be filled for the unexpired term by the Board of Directors.
DUTIES OF OFFICERS
Section 1 The President shall preside at all meetings of the members of this Corporation and the Board of Directors and shall appoint such committees as he or the Board of Directors shall consider expedient or necessary. He shall have general management of the affairs of this Corporation subject to the approval of the Board of Directors and shall perfo1m all other duties incidental to his office. He shall be an ex officio member of all standing committees.
Section 2 In the absence of the President, the Vice President shall perform his duties and in the absence of both the President and Vice President, the Secretary shall preside and perform the duties of the President.
Section 3 The Secretary shall keep minutes of all meetings of the members and of the Board of Directors, shall attend to the giving and waiving of all notices of the Corporation and shall perform all other duties incidental to his office.
Section 4 The Treasurer shall have care and custody of all receipts, monies and securities of the Corporation and shall deposit the same in the name of the Corporation in such banking institution or institutions as the Board of Directors may designate, and shall disburse funds of the Corporation as ordered and authorized by the Board of Directors. He shall keep regular accounts of the receipts and disbursement and fumish an itemized statement of the same at regular meetings of the Board of Directors and members of the Corporation. The President or an assistant Treasurer, if any, shall in the absence or incapacity of the Treasurer, perform the duties of that office.
The Board of Directors shall determine whether a bond for the faithful performance of the duties of the Treasurer shall be required and the amount thereof and also whether an annual audit of the affairs of the Corporation shall be made by independent accountants.
Section 1 Signature on Checks, etc. All checks, drafts, bills of exchange, notes or other obligations or orders for the payment of money shall be signed in the name of the Corporation by such officer or officers, person or persons as the Board of Directors of the Corporation may from time to time designate by resolution.
PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS
No member, director, officer or employee of our member of a committee of or person connected with the Corporation, or any other private individual shall receive at any time any of the earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All members of the Corporsation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board of Directors may determine, subject to order of a Justice of the Supreme Court of the State of New York, exclusively to charitable, religious, scientific testing for public safety, literary or educational organizations which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
Notwithstanding any other provision of these bylaws, no member, director, officer, employee or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170 (c) (2) of such Code and Regulations as they may exist or as they may hereafter be amended.
Section 1 These bylaws may be amended, added to or altered or repealed or new bylaws may be adopted at any meeting of the members of the Corporation or of the Board of Directors by a vote of at least a majority of all the members and a majority of all the directors, as the case may be, provided that notice of the proposed action to be considered and acted upon and stating the nature thereof, is inserted in the notice or waiver of notice of said meeting.
Section 1 To the extent and in the manner permitted by law, (a) The Corporation shall indemnify any person made a party to an action or proceeding by or in the right of the Corporation to procure a judgement in its favor, by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of the Corporation, against all reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with the defense of such action, or in connection with an appeal therein, except in relation to matters as to which such person is adjudged to have reached his duty to the Corporation, and (b) The Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the Corporation to procure a judgement in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, any director, officer or employee of the Corporation served in any capacity at the request of the corporation by reason of the fact that he, his testator or intestate was a director, officer or employee of the Corporation, or served such other corporation in any capacity, against judgements, fines, amounts paid in settlement and reasonable expenses, including attorney's fees, actually and necessarily incurred as a result of such actions or proceeding, or any appeal therein, if such person acted in good faith, for a purpose which he reasonably believed to be in the interests of the Corporation and, in criminal action or proceedings, in addition had no reasonable cause to believe that his conduct was unlawful.