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MCN's By-Laws are reviewed periodically by the Board of Directors and revised as needed. The base version of the current By-Laws was adopted by a vote of the Board on November 9, 2004. Revisions approved by Board vote since that time have adjusted (1) Article IV, Section 1 on January 10, 2007; (2) Article III, Section 2 on November 6, 2007; (3) Article III, Section 2 on June 1, 2009; and (4) Article III, Sections 1, 2, and 3, and Article IV, Sections 1 and 5 (Section 5 newly created) on June 26, 2013. Keepers of the By-Laws: Rob Lancefield (August 5, 2004 – November 16, 2011); Eric Longo, MCN Executive Director, on behalf of the Board (November 16, 2011 – present).
Article I: Membership
Section 1. Members.
The membership of the Corporation shall consist of each person, corporation, non-profit or other institution electing to join the organization with such qualifications and procedures as may be established by the Board of Directors.
Section 2. Classes of Membership.
The Board of Directors shall have the power to classify members into different classes and to establish the qualifications, voting rights, privileges, dues and initiation fees of each class. Membership classes may include classes for members of such international chapters of the Corporation as the Board of Directors may from time to time choose to establish and preserve until the Board of Directors chooses to dissolve such chapters, and for members of organizations to which the Board of Directors chooses to grant affiliate status.
Section 3. Resignations.
Any member may resign at any time by delivering a written resignation to the Corporation. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective.
Section 4. Term of Membership.
The membership term shall be one year for all members unless otherwise ordered by the Board of Directors. Membership shall terminate upon death, resignation, expulsion, liquidation or dissolution of a member, or upon failure by a member to pay dues, subscriptions, fees or assessments ninety days after the due date thereof.
Section 5. Dues.
Dues, subscriptions, fees and assessments for each class of membership shall be payable in such amounts and on such terms and conditions as the Board of Directors shall from time to time determine.
Article II. Meetings of Members.
Section 1. Annual Meeting.
A meeting of the members of the Corporation shall be held annually on such date as shall be fixed by the Board of Directors, and at such place as the Board of Directors shall designate, for the announcement of the results of the Annual Election, for receiving annual reports of the Board of Directors and Officers, and for the transaction of any other business as may come before the meeting.
Section 2. Special Meetings.
Special Meetings of members of the Corporation may be called at any time by the direction of the Board of Directors or by the President, and shall be called at any time by the President upon the written request of a majority of the total number of members of the Corporation. Each such Special Meeting shall be held at such place within or without the State of New York, and on such date and at such time, and for such purposes, as shall be specified in the notice thereof.
Section 3. Voting.
At each meeting of members of the Corporation, each voting member present and in good standing at the time of the meeting shall be entitled to one vote.
Section 4. Quorum.
A quorum for the transaction of business at any meeting of members of the Corporation shall consist of twenty voting members present in person. If the number of such members necessary to constitute a quorum shall fail to attend, the members present may adjourn the meeting until the number of members requisite to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.
Section 5. Notice of Meetings.
Written notice, stating the time and place of each meeting of members of the Corporation and the general nature of the business to be considered thereat, shall be mailed to each member of the Corporation, at his or her address appearing on its books or emailed to the electronic address so appearing, at least thirty days before any Annual Meeting and at least seven days before any Special Meeting of the members of the Corporation.
Article III. Directors.
Section 1. Number.
The Corporation shall have no fewer than twelve and no more than fifteen directors.
Section 2. Nomination, Election and Term.
No fewer than one and no more than ten directors shall be elected annually, each of whom shall serve for a term of three years and until his or her respective successor is elected and shall qualify. In the event that the President, the President-elect, or both the President and the President-elect is or are not a director or directors, said officer or officers shall serve as an additional director or directors ex officio. Directors may serve a maximum of two consecutive terms plus any such ex officio service in accordance with this Section 2 of Article III. If the President-elect or President is a director whose term would normally expire during his or her tenure as President-elect or President, said officer shall serve upon such expiration of his or her elected term as a director ex officio in accordance with this Section 2 of Article III. Each year the Board of Directors shall appoint a Nominating Committee consisting of at least two directors which shall prepare a slate of candidates for election to the Board. This slate also shall include one or more candidate or candidates to serve as President-elect/Vice-President as provided in Article IV, Section 1. No less than thirty days prior to each Annual Meeting of members, the Board of Directors shall mail to each member at his or her address appearing on the Corporation’s books, or shall email to the electronic address so appearing, a list of candidates recommended by it for election to the Board of Directors, together with the Notice of the Annual Meeting of members. Any three voting members may nominate one or more additional candidates by submitting such nomination or nominations in writing, and signed by each nominating member, to the Secretary of the Corporation postmarked at least seventy days prior to the Annual Meeting of members. At least thirty days prior to the Annual Meeting a ballot shall be made accessible on the Internet for secure access by all voting members, and instructions for electronic voting shall be emailed to each voting member at his or her electronic address appearing on the Corporation‘s books. After balloting has closed, each opening seat on the Board shall be assigned to one ballot candidate in descending order of the number of votes each candidate received; after this electoral process, that rank order shall have no bearing on directorial powers. In the event of a tie for the last such seat or seats, a quorum of the current Board of Directors, including all Officers, may determine freely the best means of assigning any tied seat or seats to one or more of the tied candidates. Results of the election shall be announced at the Annual Meeting. In the event of the failure for any reason to hold an Annual Meeting of members on its scheduled date, directors may be elected at any Special Meeting called for that purpose.
Section 3. Quorum.
Six directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 4. Meetings.
Except as otherwise provided by the laws of the State of New York, meetings of the Board of Directors may be held without notice on such regular day or date as may be from time to time determined and established by the Board of Directors, and at any other times upon not less than forty-eight hours notice. Meetings shall be held at such place within or without the State of New York as the Board of Directors shall from time to time determine. Meetings also may be conducted in whole or in part, as the Board of Directors shall from time to time determine, by telephone conference call or by other electronic means such as an email distribution list.
Section 5. Powers.
Subject to the provisions of law and the Certificate of Incorporation, but in furtherance and not in limitation of any rights thereby conferred, the Board of Directors shall have the general management and control of the business and affairs of the Corporation and shall exercise all of the powers that may be exercised or performed by the Corporation. Without limitation upon the foregoing, the Board of Directors shall have the power to employ and to compensate in such amounts as shall seem desirable agents, representatives, accountants and counsel for the corporation.
Section 6. Removal.
Any elected Director may be removed from office, with or without cause, at any meeting of members by the vote of two-thirds of the members present or, at any meeting of the Board of Directors, by the vote of two-thirds of the total number of directors, provided that notice of such proposed action shall have been given to the members or directors thirty days in advance of the meeting.
Section 7. Vacancies.
If at any time there shall be a vacancy or vacancies on the Board of Directors, whether by reason of death or resignation or removal, the remaining directors, by the vote of a majority of the total number of directors, may fill such vacancy or vacancies at any meeting of the Board of Directors. Except as provided in Section 6 of this Article III, each director so elected shall hold office until the next Annual Meeting, in advance of which a director shall be elected pursuant to Section 2 of this Article III.
Section 8. Executive Committee.
The Board of Directors may, at any meeting thereof, by a vote of the majority of the total number of directors, appoint an Executive Committee, consisting of three or more directors, which between meetings of the Board shall have and shall exercise such powers of the Board of Directors as the Board may specifically authorize. The Executive Committee shall keep minutes of its meetings, which shall be distributed to all members of the Board of Directors and at each meeting of the Board of Directors shall make a report of any actions which it may have taken since the prior meeting of the Board of Directors.
Section 9. Other Committees.
In addition, the Board of Directors may, at any meeting thereof, appoint such other committees as shall seem desirable. Such committees shall serve at the pleasure of the Board of Directors and shall have such terms and duties as may be designated and prescribed by the Board of Directors.
Article IV. Officers.
Section 1. Officers: Nomination, Election and Term.
Nomination, Election and Term. The officers of the Corporation shall be a President, a President-elect/Vice-President, a Secretary, a Treasurer and such other officers as may from time to time be designated by the Board of Directors. The President-elect/Vice-President shall be elected annually by the members as provided herein, and hold office as the Vice-President in the first year, and as President in the following year. The Secretary and Treasurer shall be elected by the Board of Directors as provided herein. One person may hold any two or more offices other than President and President-elect/Vice-President. The President and President-elect/Vice-President shall be directors of the Corporation or shall serve as directors ex officio during their term as officers; the other officers need not be directors. The President-elect/Vice-President shall be elected in accordance with the nominating and balloting procedures provided in Article III, Section 2, and shall hold office for a term of two years, one year as Vice-President and one year as President, as provided herein. The Board shall appoint an Officer Nominating Committee consisting of at least two directors which shall prepare a slate of nominees for Secretary and Treasurer prior to the meeting of the Board of Directors at which elections are to take place. The Secretary and Treasurer shall be elected by a majority of the directors present at the annual meeting of the Board of Directors. The President, President-elect/Vice-President, Secretary, and Treasurer, except as provided in Section 3 of this Article IV, shall hold office for a term of one year and until their respective successors shall be elected and shall qualify.
Section 2. Powers and Duties.
Each of the officers of the Corporation shall have the usual powers and duties of his or her office and such additional powers and duties as shall from time to time be determined by the Board of Directors.
Section 3. Removal.
Any officer, agent or employee of the corporation may be removed from office, with or without cause, at any meeting of the Board of Directors by a vote of a majority of the total number of directors.
Section 4. Vacancies.
If at any time there shall be a vacancy or vacancies among the officers of the Corporation, whether by reason of death or resignation or removal, the directors may fill such vacancy or vacancies at any meeting of the Board of Directors, by vote of a majority of those present. Any officer so elected shall hold office until the next election of officers pursuant to Section 1 of this Article IV.
Section 5. President’s Council of Advisors.
The President may constitute a President’s Council of Advisors made up of members she or he selects solely from among the former Presidents of the corporation. This Council is purely advisory and serves at the pleasure of the President, who may, from time to time, (i) constitute, (ii) invite members to, (iii) seek the advice of, (iv) remove members from, or (v) dissolve this Council. An incoming President may choose (i) to continue, (ii) to change some or all of the members of, or (iii) to dissolve such a Council already in existence at the time she or he takes office as President. Serving on the President’s Council of Advisors invests no voting or other powers in such a Council’s members, whose service makes them neither directors nor officers of the corporation; but should a member of such a Council happen at the same time to be also a director of the corporation, that member’s separate powers as a director shall be undiminished by her or his simultaneous service on the President’s Council of Advisors.
Article V. Resignation.
Any director or officer of the corporation may resign at any time. Any resignation shall be in writing and shall take effect at the time specified therein. The acceptance of a resignation shall not be necessary to make it effective.
Article VI. Special Provisions.
Section 1. Indemnity.
Each person who shall have been, or shall be, made a party to any action, suit or proceeding, or against whom a claim shall have been made or shall be asserted, by reason of the fact that he or she, his or her testator or intestate, is or was a director, officer or employee of the Corporation or of any other corporation which he or she served as such at the request of the Corporation, shall be, and hereby is, indemnified by the Corporation against the reasonable expenses, including, but not limited to, judgments, court costs, attorneys’ fees and amounts paid in settlement and in compromise, imposed upon or reasonably incurred by him in connection with any appeal in any such action, suit or proceeding, except in relation to matters as to which it shall be finally adjudged in any such action, suit or proceeding that such director, officer or employee is liable for negligence or misconduct in the performance of his or her duties; provided, however, that in the case of any settlement or compromise, such indemnity shall be effective only if the Board of Directors shall have been advised by counsel for the Corporation that the same is in the best interest of the Corporation and that such director, officer or employee was not guilty of negligence or misconduct in the performance of his or her duties with respect to the matter in connection with which such settlement or compromise is made. Such indemnity shall not be deemed exclusive of any other rights to which such director, officer or employee may be entitled apart from this provision. Any amount payable by way of indemnity shall be determined and paid pursuant to (a) court order, (b) resolution adopted by a majority of the members of the Corporation entitled to vote, or (c) resolution adopted by the Board of Directors; provided, however, that, if payment is made pursuant to resolution adopted by the Board of Directors, the corporation shall within eighteen months from the date of such payment mail to its members of record at the time entitled to vote for the election of directors a statement specifying the persons paid, the amounts of the payments and the final disposition of any such action, suit or proceeding.
Section 2. Contracts with Corporation.
No contract or other transaction between the Corporation and any other corporation shall be affected or invalidated by reason of the fact that any one or more directors or officers of this Corporation is or are interested in, or is a director or officer of, or are directors or officers of, such other corporation, and any director, directors, officer or officers, individually or jointly, may be a party to or parties to, or is or are otherwise interested in, such contract or transaction, or is or are in any way connected with such persons, firms, or corporations, or any of them, and each and every person who may become a director or officer of this Corporation is hereby relieved from any liability that might otherwise exist by reason of his or her contracting with the Corporation for the benefit of himself or any firm, association or corporation in which he or she may be in any wise interested; provided, however, that any such contract or transaction shall be approved by not less than a majority of the total number of directors of the Corporation.
Article VII. Amendments.
These By-laws may be altered, amended or repealed, and new By-laws may be adopted, by a vote of a majority of the voting members present at any meeting of the Corporation or by a vote of the majority of a total number of the directors present at any meeting of the Board of Directors; provided, however, that written notice of any proposed amendment shall be given to all the directors not less than ten days in advance of the meeting at which such amendment is to be proposed.