AMENDED AND RESTATED
BY-LAWS
OF
EMTA, Inc.
(Dated as of January 25, 2006)
ARTICLE I
OFFICES
EMTA, Inc. (the “Association”) may maintain its principal offices in New York City. The Association may also have offices at such other places both within and outside the State of New York and the United States of America as the Board of Directors may from time to time determine or as the affairs of the Association may require.
ARTICLE II
MEMBERSHIP
SECTION 1. Eligibility. The Association shall have four classes of members. The designation of each such class and the qualifications of the membership of each such class shall be as follows:
(a) Full Members. Every investment, merchant or commercial bank or other corporation, partnership or other business organization that, directly or through an affiliate, as part of its business (whether for its own account or as agent), acts as a trader, dealer, broker or investor in connection with Emerging Markets Instruments (as defined by the Association from time to time) and actively and frequently buys and sells such Instruments shall be eligible for election in the Association as a Full Member.
(b) Associate Members. Any investment, merchant or commercial bank or other corporation, partnership or other business organization that, directly or through an affiliate, as part of its business (whether for its own account or as agent), acts as a trader, dealer, broker or investor in connection with Emerging Markets Instruments (as defined above) not eligible for election to membership in the Association as a Full Member shall be eligible for election in the Association as an Associate Member.
(c) Local Market Members. Any investment, merchant or commercial bank or other corporation, partnership or other business organization located in any Local Market (as defined by the Association from time to time) that, directly or through an affiliate, as part of its business (whether for its own account or as agent), acts as a trader, dealer, broker or investor in connection with Local Markets Instruments (as defined by the Association from time to time) shall be eligible for election in the Association as a Local Market Member.
(d) Affiliate Members. Any person or entity not otherwise eligible for membership in the Association but which has an interest in the marketplace for buying and selling Emerging Markets Instruments (as defined above) (other than the press or other news media) shall be eligible for election to membership in the Association as an Affiliate Member.
Full Members, Associate Members, Local Market Members and Affiliate Members shall have such rights and privileges as are provided in these By-Laws and such additional rights and privileges (not inconsistent herewith) as may be provided by resolutions of the Board of Directors. The Board of Directors may further classify members of the Association for purposes of voting, the payment of dues, or for any other purpose deemed appropriate by the Board of Directors, and may from time to time change such classification or the classification of any member.
SECTION 2. Application for Membership. Unless waived by the Board of Directors or the Executive Director, any applicant applying for any class of membership in the Association shall make written application, in a form containing information specified by the Board of Directors, to the Secretary or Executive Director of the Association. Upon receipt of such application, the Secretary or Executive Director shall cause such examination to be made as it deems appropriate to determine whether the applicant is eligible for membership and the appropriate class of membership.
SECTION 3. Termination of Membership. Any member may terminate its membership in the Association at any time by giving notice in writing to the Executive Director. Any member may be suspended or removed at any time for non-payment of dues, as provided in Article III, or otherwise by the affirmative vote of two-thirds of the directors present at any meeting of the Board of Directors.
ARTICLE III
DUES AND ASSESSMENTS
SECTION 1. Amount and Time of Payment. Members of each class shall pay initial membership fees and annual dues in such amounts, in such manner and at such times as may from time to time be determined by the Board of Directors. Each member shall receive written notice of its requisite amount of initial membership fees and annual dues.
SECTION 2. Special Assessments. Members of the Association shall pay such special assessments as the Board of Directors, by the affirmative vote of two-thirds of the whole Board of Directors, may from time to time levy in order to defray extraordinary or unusual costs or expenses incurred by or on behalf of the Association, including, without limitation, printing and legal expenses; provided, however, that the amount of any such assessment shall be equal for all members of the same class (except that the Board of Directors may determine to pro-rate the amount of any assessment due from an organization that became a member less than 12 months prior to the date of such assessment).
SECTION 3. Non-Payment of Dues or Assessments. The failure of any member to pay initial membership fees, annual dues or assessments within 60 days after notice thereof is given shall, unless the Board of Directors shall otherwise determine, result in such member’s suspension from the Association until payment is made or until the Board of Directors in its discretion reinstates such member.
SECTION 4. No Refunds. No initial membership fees, annual dues or assessments shall be refunded to any member whose membership terminates or is suspended for any reason.
ARTICLE IV
MEETINGS OF MEMBERS
SECTION 1. Annual Meeting. A meeting of the members of the Association for the election of members of the Board of Directors and for the transaction of such other business as may properly come before the meeting shall be held annually at such time and place as may be determined by the Board of Directors.
SECTION 2. Special Meetings. In addition to such special meetings as are provided for by law or by the Association’s certificate of incorporation, as amended from time to time (the “Certificate of Incorporation”), special meetings of the members of the Association may be called at any time by the Board of Directors and may be held at such time, on such day and at such place as shall be designated in the notice of such meeting.
SECTION 3. Attendance. The attendance at a meeting of the members of the Association of an officer, partner, principal or employee of a Full Member, or of the affiliate through which such Full Member conducts its Emerging Markets trading or investment business, selected by such Full Member, or any other person holding a written proxy duly executed by or on behalf of such Full Member, shall constitute attendance by such Full Member at such meeting. The attendance at a meeting of the members of the Association of an officer, partner, principal, employee or other designee of an Associate Member, or of the affiliate through which such Associate Member conducts its Emerging Markets trading or investment business, selected by such Associate Member, shall constitute attendance by such Associate Member at such meeting.
SECTION 4. Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of members shall be given either by delivering a notice personally, by fax or e-mail or by mailing by first-class mail a notice to each member entitled to vote at such meeting. If mailed, the notice shall be directed to the member in a postage-prepaid envelope at its address as it appears in the records of the Association unless, prior to the time of mailing, it shall have filed with the Secretary a written request that notices intended for it be mailed to some other address, in which case the notice shall be mailed to the address designated in such request. Notice of each meeting of members shall be in such form as is approved by the Board of Directors or Secretary and shall state the purpose or purposes for which the meeting is called, the date and time when and the place where it is to be held, and shall be delivered personally or mailed not more than 50 days and not less than 10 days before the day of the meeting. Except as otherwise provided by law, the business which may be transacted at any such meeting of members shall consist of and be limited to the purpose or purposes so stated in such notice. No notice need be given of any adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.
SECTION 5. Waiver of Notice. Whenever notice is required to be given under any provision of law or of the Certificate of Incorporation or these By-Laws, a waiver thereof in writing or by fax, e-mail or other form of recorded communication, signed by the member entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a member at a meeting of members shall constitute a waiver of notice of such meeting, except when the member attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of members need be specified in any waiver of notice unless so required by the Certificate of Incorporation.
SECTION 6. Organization and Conduct of Meeting. The Chairs of the Board shall preside at all meetings of the members at which they are present. If all the Chairs of the Board shall be absent from any meeting of the members of the Association, one of the Vice Chairs shall preside at such meeting. In the absence of all the Chairs and the Vice Chairs, a chairman shall be elected by the majority vote of the Full Members and Associate Members (the “Voting Members”) present to preside at such meeting. The Secretary of the Association, or in his or her absence an individual designated by the person presiding at a meeting of the members, shall act as secretary of such meeting.
SECTION 7. Order of Business. The order of business at each meeting of members shall be as determined by the person presiding at such meeting or as may otherwise be determined by the vote of a majority of the Voting Members present in person or by proxy and entitled to vote at such meeting.
SECTION 8. Adjournments. Any annual or special meeting of members, regardless of whether the Voting Members attending such meeting shall constitute a quorum, may, by vote of the majority of such Voting Members, be adjourned to a subsequent date.
SECTION 9. Quorum. A meeting of members shall not be organized for business unless a quorum is present. The presence in person or by proxy of not less than one-half of the entire Voting Members of the Association shall constitute a quorum. The presence of Local Market Members or Affiliate Members shall not count toward the existence of a quorum. If a quorum is found to exist at a meeting of members, it shall be deemed to exist until adjournment notwithstanding the withdrawal of enough Voting Members to leave less than a quorum.
SECTION 10. Voting. Each Full Member shall be entitled to one vote on all matters submitted to a vote of the membership. Each Associate Member shall be entitled to 1/2 a vote on all such matters. Except as may be required by law, neither Local Market Members nor Affiliate Members shall be entitled to vote. A Voting Member’s vote may be exercised at meetings by an officer, partner, principal or employee of such Voting Member, or of the affiliate through which such Voting Member conducts its Emerging Markets trading or investment business, selected by such Voting Member, or any other person holding a written proxy duly executed by or on behalf of such Voting Member, provided that such proxy is received by the Secretary of the Association before the vote or action for which such proxy was executed is taken. Subject to any provision of law, the Certificate of Incorporation, or these By-Laws, the affirmative vote of a majority of the votes entitled to be cast by the Voting Members present in person or by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by such Voting Members.
SECTION 11. Consent in Lieu of Meeting. Any action required or permitted to be taken by the Voting Members at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the number of Voting Members that would be required to vote in favor of such action at a meeting of members at which a quorum of Voting Members were present in person or by proxy, and mailed or otherwise sent to, and received by, the Secretary of the Association. Such consent shall have the same force and effect as a vote taken at a properly convened meeting of the members of the Association. A certificate of the Secretary or another officer of the Association with respect to such consent, or a signed copy of such consent (which may be executed in counterparts), shall be filed in the minute books of the proceedings of the members of the Association.
ARTICLE V
BOARD OF DIRECTORS
SECTION 1. Powers. The management of the property, affairs, business and activities of the Association shall be vested in the Board of Directors, which shall have all powers necessary and proper for the conduct of the Association’s business and the advancement of its purposes.
SECTION 2. Qualifications of Directors. Each member of the Board of Directors shall be at least eighteen years of age and must be an officer, partner, principal or employee of a Full Member or of the affiliate through which a Full Member conducts its Emerging Markets trading or investment business.
SECTION 3. Number. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors, but shall not be less than three. Any newly created directorships or any decrease in directorships shall be so apportioned among the classes of directors described in Section 4(a) of this Article as to make all classes as nearly equal in number as possible.
SECTION 4. Classification; Election. (a) The directors shall be elected in accordance with the procedures set forth in Section 4(b) of this Article and shall be classified, with respect to the time for which they severally hold office, into two classes which shall be as nearly equal in number as possible, in each case to hold office until its successors are elected and qualified. If the number of directors constituting the whole Board of Directors is changed by the Board of Directors, any newly created directorship or any decrease in the number of directorships shall be so apportioned between the classes as to make both classes as nearly equal as possible; provided, however, that no decrease in the number of directors shall shorten the term of any incumbent director. At each annual meeting of members, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of members held in the second year following the year of their election.
(b) The Voting Members of the Association shall elect directors in accordance with the following procedures. At least 30 days prior to each annual meeting of the members of the Association or each special meeting called pursuant to Section 15 of this Article, the incumbent Board of Directors shall, in the manner provided by Section 1 of Article VI, appoint a nominating committee consisting of members of the Board of Directors to nominate candidates for election to the Board of Directors at such annual or special meeting of members. The members of the nominating committee are determined by the affirmative vote of two-thirds of the whole Board of Directors. In selecting a nominating committee, the Board of Directors shall, to the extent practicable, consider the different regulatory structures and principal business activities of the members of the Association. The nominating committee shall, by resolution adopted by the affirmative vote of a majority of the whole nominating committee, propose for each class of directors a number of candidates for the Board of Directors equal to the number of directors to be elected in each such class at such annual or special meeting. During nomination deliberations, the nominating committee shall consider, among other things, the composition of the Association membership. A list of such nominees shall be delivered or mailed to all members of the Association not less than 10 days before the date of the annual or special meeting. Full Members of the Association may nominate candidates for election as directors in addition to those nominated by the nominating committee by submission of a nominating petition to the Secretary of the Association at least two weeks prior to such annual or special meeting; provided, however, that the nominating petition relating to any such proposed nominee shall be valid only if it bears the signatures of persons representing at least seven Full Members of the Association. At such annual or special meeting, each Voting Member of the Association (or its proxy) shall be requested to vote for a number of nominees equal to the number of directors to be elected. Ballots purporting to vote for a greater number of nominees shall not be counted. In any election of directors pursuant to Section 4(a) or Section 15 of this Article, the nominees in each class of directors for which one or more directors are to be elected at such election who are validly nominated under these By-Laws and who receive the greatest number of the votes cast among the persons nominated for such class, up to the number of directors to be elected in each such class in such election, shall be deemed elected.
SECTION 5. Place of Meetings. Meetings of the Board of Directors may be held at any place, within or outside the State of New York and the United States of America, from time to time designated by the Board of Directors.
SECTION 6. Organization Meeting. A newly elected Board of Directors shall meet and organize, and also may transact any other business which might be transacted at a regular meeting thereof, within two months after each annual meeting of members. Such organizational meeting may take place at the same place where such meeting of members took place, without notice of such meeting, or may be held at any other time or place which may be specified in a notice given in the manner provided in or pursuant to Section 7 or 8 of this Article 6 for regular or special meetings of the Board of Directors, or in a waiver of notice thereof.
SECTION 7. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times 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 of the Board of Directors.
SECTION 8. Special Meetings; Notice and Waiver of Notice. Special meetings of the Board of Directors shall be called by the Secretary on the request of one of the Chairs or Vice Chairs of the Board or on the request in writing of any two other directors stating the purpose or purposes of such meeting. Notice of any special meeting shall be in form approved by one of the Chairs or Vice Chairs of the Board, mailed to each director, addressed to him or her at his or her residence or usual place of business, not later than five days before the day on which the meeting is to be held, or shall be sent to him or her at such place by fax, e-mail or other form of recorded communication or be delivered personally or by telephone not later than three days before such day of meeting. Notice of any meeting of the Board of Directors need not be given to any director if he or she shall sign a written waiver thereof either before or after the time stated therein, or if he or she shall attend a meeting, except when he or she attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in any notice or written waiver of notice unless so required by the Certificate of Incorporation or by these By-Laws. Unless limited by law, by the Certificate of Incorporation or by these By-Laws, any and all business may be transacted at any special meeting.
SECTION 9. Organization of Meetings. At least one of the Chairs of the Board shall preside at all meetings of the Board of Directors at which he or she is present. If no Chairs of the Board shall be present at any meeting of the Board of Directors, one of the Vice Chairs shall preside at such meeting, and in the absence of any of the Chairs and the Vice Chairs, then the most senior officer of the Association shall so preside unless the Board of Directors shall otherwise provide. If no such officer is present at such meeting, one of the directors present shall be chosen by the members of the Board of Directors present to preside at such meeting. The Secretary of the Association shall act as the secretary at all meetings of the Board of Directors, and in his or her absence a temporary secretary shall be appointed by the person presiding at the meeting, unless the Board of Directors shall otherwise provide.
SECTION 10. Quorum and Manner of Acting. At every meeting of the Board of Directors, one-third (but in no event fewer than three) of the total number of directors constituting the whole Board of Directors shall constitute a quorum. Except as otherwise provided by law or by the Certificate of Incorporation, or in the case of (i) filling a vacancy on the Board of Directors, (ii) appointing committees, (iii) filling a committee vacancy, (iv) removing an elected officer or (v) amending these By-Laws (all of which require the affirmative vote of two-thirds of the whole Board of Directors and, with respect to amending these By-Laws, subject to Section 8 of Article VIII), the affirmative vote of two-thirds of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn any meeting, from time to time, until a quorum is present. No notice of any adjourned meeting need be given other than by announcement at the meeting that is being adjourned. Members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by a member of the Board of Directors in a meeting pursuant to this Section 10 shall constitute his or her presence in person at such meeting.
SECTION 11. Voting. On any question on which the Board of Directors shall vote, the names of those voting and their votes shall be entered in the minutes of the meeting if any member of the Board of Directors so requests at the time.
SECTION 12. Action Without a Meeting; Non-Voting Observers. (a) Except as otherwise provided by law or by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if prior to such action all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and the writing or writings (which may be executed in counterparts) are filed with the minutes of proceedings of the Board of Directors or such committee.
(b) If any director shall be unable to attend any regular or special meeting of the Board of Directors or any committee thereof, the Full Member with which such director is affiliated shall have the right to have a non-voting observer attend such meeting.
SECTION 13. Resignations. Any director may resign at any time upon written notice of resignation to the Association. Any resignation shall be effective immediately unless a certain date is specified for it to take effect, in which event it shall be effective upon such date, and acceptance of any resignation shall not be necessary to make it effective, regardless of whether the resignation is tendered subject to such acceptance. If any person elected or appointed as a director shall cease for any reason to be an officer, partner, principal or employee of the Full Member, or of the affiliate through which such Full Member conducts its Emerging Markets trading or investment business, with which such person was affiliated at the time of his or her election or appointment, such person shall immediately cease to be a director and shall be deemed to have resigned pursuant to this Section 13 regardless of whether the Board of Directors shall have received written notice of such resignation and without the necessity for any action by the Board of Directors.
SECTION 14. Removal of Directors. Any director may be removed, either with or without cause, at any time upon the recommendation of the Board of Directors, by action of two-thirds of the Voting Members of the Association, or, whenever permitted by law and the Certificate of Incorporation, without a meeting by their written consents thereto.
SECTION 15. Filling of Vacancies. Subject to the second sentence of this Section 15 and except as otherwise provided by law or the Certificate of Incorporation, (a) in the case of any increase in the number of directors of any class, or of any vacancy in the Board of Directors, the additional director or directors may be elected, or the vacancy or vacancies shall be filled, by the Board of Directors at any meeting by the affirmative vote of two-thirds of the remaining directors though the remaining directors be less than the quorum provided in Section 10 of this Article, or by all remaining directors (if fewer than three shall remain) or (b) in the case of an increase in the number of directors of any class, the additional director or directors may be elected by the requisite vote of the Voting Members of the Association either at an annual meeting of members or at a special meeting called for that purpose. In the case of a vacancy in the Board of Directors resulting from the resignation, removal or death of a director, the Full Member with which such director was affiliated at the time of his or her election shall be entitled to nominate a duly qualified person for election to fill such vacancy. Any director chosen pursuant to this Section 15 shall hold office for the remainder of the full term of the class of directors in which the new directorship was created and until such director’s successor shall have been elected and qualified, or until his or her earlier resignation or removal; provided, however, that any director elected by the Board of Directors to fill a vacancy in the Board of Directors shall serve until the next annual meeting of members of the Association at which time the Voting Members shall elect a director to serve out the remaining balance, if any, of the original term of the vacated directorship (unless the Board of Directors shall have reduced the number of directors). At any time a vote of the Voting Members of the Association is conducted at an annual or special meeting pursuant to this Section 15, the nomination and election of any director pursuant to such vote shall be conducted in accordance with the procedural requirements of Section 4(b) of this Article; provided, however, that each class of directors for which one or more candidates are nominated pursuant to Section 4 of this Article or this Section 15 shall be voted upon separately from any other class.
ARTICLE VI
COMMITTEES
SECTION 1. Constitution of Powers. The Board of Directors may, by resolution adopted by affirmative vote of two-thirds of the whole Board of Directors, appoint one or more committees of the Board of Directors consisting of three or more members of the Board of Directors. Each such committee shall have such powers as the Board of Directors shall properly determine in accordance with the Not-for-Profit Corporation Law of the State of New York.
SECTION 2. Place of Meetings. Meetings of any committee of the Board of Directors may be held at such place as may be designated from time to time by the Board of Directors or such committee.
SECTION 3. Meetings; Notice and Waiver of Notice. Regular meetings of any committee of the Board of Directors shall be held at such times as may be determined by resolution either of the Board of Directors or of such committee, and no notice shall be required for any regular meeting. Special meetings of any committee shall be called by the secretary thereof upon request of any member thereof. Notices of special meetings shall be mailed to each such member, addressed to his or her residence or usual place of business, not later than five days before the day on which the meeting is to be held, or shall be sent to him or her at such place by fax, e-mail or any other form of recorded communication or be delivered personally or by telephone not later than three days before such day of meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of any committee need be specified in any notice or written waiver of notice unless so required by the Certificate of Incorporation or these By-Laws. Notices of any such meeting need not be given to any member of any committee, however, if waived in the same manner as provided in Section 8 of Article V, and the provisions of such Section 8 with respect to waiver of notice of meetings of the Board of Directors shall apply to any meeting of any committee as well.
SECTION 4. Quorum and Manner of Acting. One-third (but in no event fewer than two) of the members of any committee then in office shall constitute a quorum for the transaction of business, and the vote of two-thirds of those present at any meeting at which a quorum is present shall be the act of such committee. In the absence of a quorum, a majority of the members of any committee present may adjourn any meeting, from time to time, until a quorum is present. No notice of any adjourned meeting need be given other than by announcement at the meeting that is being adjourned.
SECTION 5. Voting. On any question on which any committee shall vote, the names of those voting and the votes shall be entered in the minutes of the meeting if any member of such committee so requests.
SECTION 6. Records. Any committees which keep minutes of their acts and proceedings shall file such minutes with the minutes of the Board of Directors meetings kept by the Association and shall be reported to the Board of Directors at the next regular meeting of the Board of Directors unless sooner submitted at an organizational or special meeting of the Board of Directors.
SECTION 7. Vacancies. Any vacancy among the appointed members of any committee of the Board of Directors may be filled by affirmative vote of two-thirds of the whole Board of Directors.
ARTICLE VII
OFFICERS
SECTION 1. Elected Officers - Qualifications. The elected officers of the Association shall be one or more Chairs of the Board, one or more Vice Chairs, a Secretary and a Treasurer. Each Chair and Vice Chair of the Board shall be elected from among the members of the Board of Directors.
SECTION 2. Election and Term of Office of Elected Officers. Unless the Board of Directors determines otherwise, all elected officers of the Association shall be elected at the organizational meeting of the Board of Directors in each year. Subject to Sections 3, 4 and 9 of this Article VII, each elected officer shall hold office until the next organizational meeting of the Board of Directors and until their respective successors shall be elected and qualified.
SECTION 3. Removal of Elected Officers. Any elected officer may be removed at any time, with or without cause, by the affirmative vote of two-thirds of the whole Board of Directors at any regular meeting of the Board of Directors or at any special meeting called for such purpose.
SECTION 4. Resignations. Any officer may resign at any time upon written notice of resignation to the Association. Any resignation shall be effective immediately unless a date certain is specified for it to take effect, in which event it shall be effective upon such date, and acceptance of any resignation shall not be necessary to make it effective, regardless of whether the resignation is tendered subject to such acceptance. If any person elected or appointed as an officer shall cease for any reason to be an officer, partner, principal or employee of the Full Member with which such person was affiliated at the time of his or her election or appointment, such person shall immediately cease to be an elected officer and shall be deemed to have resigned pursuant to this Section 4 regardless of whether the Association shall have received written notice of such resignation and without the necessity of any action by the Board of Directors.
SECTION 5. Chairs of the Board. A Chair of the Board shall preside at all meetings of the members of the Association and at all meetings of the Board of Directors.
SECTION 6. Vice Chairs. Each Vice Chair shall have authority to exercise all powers delegated to him or her by the Board of Directors or the Chairs of the Board. If the Chairs of the Board should for any reason be unable to act or if, subject to Section 9 of this Article VII, the offices of the Chairs of the Board should at any time for any reason become vacant, the duties of the Chairs of the Board shall be carried on by the Vice Chairs, acting singly or together.
SECTION 7. The Secretary. The Secretary shall perform all the duties usually appertaining to the office of the Secretary. He or she shall attend to the giving of all required notices of meetings of the members, the Board of Directors or any committee thereof. He or she shall keep minutes of all such meetings or, where some other person has kept such minutes, shall maintain custody of such minutes. He or she shall have charge of the corporate seal and shall have authority to attest any and all instruments or writings to which the same may be affixed.
SECTION 8. The Treasurer. The Treasurer shall have charge and custody of, and responsibility for, all funds and securities of the Association and shall present an annual report of the finances of the Association and such interim reports as the Board of Directors may from time to time require. In the absence of the Secretary, he or she shall have authority to attest any and all instruments or writings to which the corporate seal of the Association may be affixed.
SECTION 9. Vacancies in Elected Offices. In the case of the death, resignation or removal of any elected officer, two-thirds of the Board of Directors may appoint a qualified person to serve out the remaining term of such officer.
SECTION 10. Executive Director; Personnel. In furtherance of the interests and purposes of the Association, the Board of Directors may appoint or authorize the appointment of an Executive Director, who shall be chief executive officer and manage the affairs of the Association subject to the supervision of the Board of Directors. The Executive Director shall hold office at the pleasure of the Board of Directors or for such term as the Board of Directors shall designate and shall receive such salary as the Board of Directors shall direct. The Executive Director may appoint such personnel as may be appropriate to conduct the various activities of the Association, and such personnel shall hold office and receive such compensation, as the Executive Director shall determine, subject to the supervision of the Board of Directors.
ARTICLE VIII
MISCELLANEOUS
SECTION 1. Seal. The Board of Directors shall provide a suitable seal containing the name of the Association and the year of its incorporation. The Seal shall be in the charge of the Secretary.
SECTION 2. Auditors. The Board of Directors may designate a firm of certified public accountants to act as auditors for the Association for the current fiscal year.
SECTION 3. Limitation. No committee or officer shall have any power to incur or contract any liability in excess of specific appropriations made by the Board of Directors.
SECTION 4. Investments. The Board of Directors may authorize the investment of surplus funds of the Association in such securities or otherwise as it may deem proper, with full power to sell or exchange such securities, and it may delegate such power as it in its discretion sees fit.
SECTION 5. Powers of Execution. All contracts, leases and other instruments shall be signed in the name of the Association by one of the Chairs or Vice Chairs of the Board, the Executive Director or any other elected or appointed officer authorized to sign such instrument by the Board of Directors, and those documents requiring the seal of the Association shall be attested by the Secretary or, in his or her absence, the Treasurer. All checks for payment of funds of the Association shall be signed by such elective or appointive officer or officers or such other person or persons as the Board of Directors may from time to time designate.
SECTION 6. Fiscal Year. The fiscal year of the Association shall be fixed by resolution of the Board of Directors.
SECTION 7. Indemnification. Any director or elected or appointed officer of the Association acting with due authority on behalf of the Association shall be indemnified by the Association to the full extent permitted by the Not-for-Profit Corporation Law of the State of New York or other applicable law.
SECTION 8. Amendments. These By-Laws may be altered, amended or repealed (i) by the affirmative vote of two-thirds of the Voting Members of the Association present in person or by proxy at any annual or special meeting of the members, provided that, any alteration, amendment or repeal be included in the notice of meeting or (ii) except as otherwise expressly provided in any By-Laws adopted by such Voting Members, by the Board of Directors by the affirmative vote of two-thirds of the whole Board of Directors.
SECTION 9. Records. The books and records of the Association shall be maintained at its principal offices.