ARTICLE I: NAME AND PURPOSE
The name of this organization shall be Working For Downtown, Inc.
The purpose for which Working For Downtown, Inc. is formed is to promote and improve the quality of life in Downtown Buffalo, New York; to foster a healthy interest in the civic downtown development and redevelopment; to cultivate, promote, sponsor and develop among its members an understanding of urban affairs and to disseminate all types of information incidental thereto; to assist and make more effective the work of other civic and charitable organizations in such area by cooperating with them and assisting them to encourage the participation of women as well as men, in such projects; and to any other act or thing incidental to or in connection with the betterment and improvement of Downtown Buffalo.
ARTICLE II: MEMBERSHIP
Section 1. Members.
Membership shall be open to all persons interested in the promotion and improvement of Downtown Buffalo.
Section 2. Voting.
The voting members of the organization shall be those persons who have paid dues pursuant to the provisions contained in Section 3 of this Article. Each voting member shall be entitled to one (1) vote on all matters submitted to a vote of the organization’s members.
Section 3. Dues.
The annual dues of each member of the organization shall be determined from time to time by the Board of Directors.
ARTICLE III: MEETINGS
Section 1. Regular Meetings.
The meetings of the organization shall be held at a date and time to be fixed by the Board of Directors. Notice of the time and place of the meetings shall be given to members either personally or by publication at least five (5) days before the meeting.
Section 2. Special Meetings.
Special meetings of members may be called by the President at any time on such individual’s own initiative, or by the President or Secretary upon request of twenty-five (25) members to such officers in writing. There must be at least 24 hours (telephone, fax, e-mail) or 72 hours written (mail) notice to all members of the organization, and such special meeting shall only consider such business as specified in the notice of the meeting.
Section 3. Annual Meeting.
A meeting of members shall be held annually for election of Directors and the transaction of other business in May or as prescribed by the Board of Directors and such place, time and date as the Board of Directors may specify.
Section 4. Quorum and Voting.
At all meetings of the organization, regular, special or annual, fifteen (15) members shall constitute a quorum. The members shall act by a majority vote of those present at a meeting.
ARTICLE IV: OFFICERS
Section 1. Number.
The officers of the organization shall be the President, Vice President, Secretary and Treasurer. They shall have duties, powers and functions as hereinafter provided, or as further stated by resolution of the Board.
Section 2. Election and Term of Office.
All officers shall be elected by the membership at the Annual Meeting for the term of one (1) year or until their successors are elected by the membership. No elected member shall hold the same office for more than two (2) consecutive terms.
Section 3. Duties of Officers.
A. President. The President shall preside at all meetings of members and at meetings of the Board Directors and Executive Committee. Such individual shall have the general supervision of the affairs of the corporation and shall see that all orders and resolutions of the Board are carried into effect. The President shall be an ex-officer or member of any standing committees and shall have power to sign and execute all contracts and instruments of conveyance in the name of the organization and to sign checks, drafts, notes and orders for the payment of money with the prior approval of the Board. He/she shall perform all duties incident to the Office of President.
B. Vice-President. The Vice-President shall in the absence or disability of the President perform all duties and exercise the powers and functions of the President. The Vice-President shall perform such other duties as may be delegated to such individual by the President or prescribed by the Board of Directors. It shall be the duty of Vice President to consider and/or initiate proposed amendments to the by-laws for presentation to the membership for adoption in accordance with Article IX.
C. Secretary. The Secretary shall record and maintain accurate minutes of all the organization’s meetings and shall be responsible for counting and recording all votes of the members. The Secretary shall attend to the giving and serving of all notices of the corporation and shall have charge of such books and papers as the Board may direct; such person shall attend to such correspondence as may be assigned to him/her and perform all duties incidental to his/her office.
D. Treasurer. The Treasurer shall have the care and custody of all funds and securities of the organization and shall deposit said funds in the name of the organization in such bank or trust company as the Directors may elect. He/she shall, when duly authorized by the Board, sign and execute all contracts in the name of the organization when countersigned by the President or Vice-President. The Treasurer shall sign all checks, drafts, notes or orders for payment of money which shall be duly authorized by the Board; he/she shall at all reasonable times, exhibit books and accounts to any Director or member of the organization during ordinary business hours.
Section 4. Removal of Officers.
Any officer elected by the membership may be removed by a majority of a quorum of the membership, but the authority to act in an office may be suspended by the Board of Directors for cause
Section 5. Resignation.
Any Officer may resign from the Board at any time by delivering written notice of his/her resignation to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Secretary, and the acceptance of the resignation shall not be necessary to make it effective. If any Officer shall fail to attend three (3) consecutive meetings without an excuse accepted as satisfactory by the Board, such Officer shall be deemed to have resigned from the Board.
Section 6. Vacancies.
If an office becomes vacant for any reason, the Board of Directors may elect any qualified person to fill in such vacancy, who shall hold office for the unexpired term of his/her predecessor and until his/her successor is elected or appointed.
ARTICLE V: BOARD OF DIRECTORS
Section 1. Number, Term and Eligibility.
The corporation shall be managed by a Board of Directors which shall not be less than nine (9) or more than twenty-one (21) in number, consisting of the officers and the Chairs of the standing and ad hoc committees. They shall be elected by the membership at the Annual Meeting for the term of one (1) year or until their successors are elected by the membership. The immediate past President shall be a member of the Board of Directors.
Section 2. Powers and Duties.
The Board of Directors shall have the general charge and control of the affairs, funds and property of the organization. The Board of Directors shall have the power to create and dissolve all ad hoc committees.
Section 3. Meetings.
The Board of Directors shall meet monthly. Such meetings shall be held at such time and place as determined by the Board of Directors or as determined by the President.
Special Meetings of the Board of Directors may be called at any time upon twenty-four (24) hour notice by the President, Vice-President, or five (5) members of the Board of Directors.
Section 4. Notice.
At least five (5) days notice shall be given of any regular meeting of the Board of Directors; the same is to be given personally or sent by mail or e-mail.
Section 5. Quorum.
Unless otherwise provided in the Certificate of Incorporation, a majority of the Board, as set pursuant to Section 1 above, shall constitute a quorum for the transaction of business.
Section 6. Action of the Board.
Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each Director present shall have one vote.
Section 7. Removal of Directors.
Any Director elected by the membership may be removed by a majority of a quorum of the membership, but the authority to act in an office may be suspended by the board of Directors for cause.
Section 8. Resignation.
Any member of the Board of Directors may resign at any time by delivering written notice of his/her resignation to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Secretary, and the acceptance of the resignation shall not be necessary to make it effective. If any Board member shall fail to attend three (3) consecutive meetings without an excuse accepted as satisfactory by the Board, such Board member shall be deemed to have resigned from the Board.
Section 9. Vacancies.
In case of any vacancy on the Board for any reason, the remaining Directors may elect the successor who shall take office immediately and hold office for the unexpired portion of the term of the Director to whose place he/she is elected.
ARTICLE VI: COMMITTEES
The Board of Directors will have the following executive, standing and ad hoc committees.
A. Executive Committee.
1. Members. The Executive Committee shall be comprised of the President, the Vice President, the Secretary and the Treasurer.
2. Powers and Duties. The Executive Committee is authorized to act on behalf of the Board between regular meetings and may execute such ordinary functions and powers of the Board as may be necessary for the conduct of business by the affirmative vote of a majority of the committee, excepting such matters that require the vote of a specified number of Directors. Any formal action taken by the Executive Committee shall be presented for ratification by the Board at the next regular meeting of the Board.
B. Standing Committees.
1. Public Relations Committee. This committee shall be responsible for developing and coordinating all publicity for dissemination to the general public and membership.
2. Membership/Nominating Committee. It shall be the duty of the Membership/Nominating Committee to conduct annual membership drives, supervise the collection of membership fees, and be responsible for all membership mailings. The Membership/Nominating Committee shall present to the membership its recommendations for officers and members of the Board of Directors. A slate of nominees shall be prepared at a minimum of thirty (30) days prior to the annual meeting by a committee composed of the membership/nominating chair and co-chair and five members, at least two of whom do not serve on the Board of Directors. A copy of the proposed slate shall be sent to the membership at least fifteen (15) days before the Annual Meeting and presented to the membership for approval at the Annual Meeting.
4. Administration Committee. This committee shall have primary responsibility for the daily organizational duties of the organization. This committee will maintain the membership database and mailing list.
5. Historian. This committee shall be responsible for maintaining the records of events and activities of the organization including but not exclusive of photographs, articles and press releases.
6. Technology Committee. This committee shall fill the role of the web master and be responsible for maintaining the organization’s website.
7. Program Committee. This committee shall be responsible for managing the various program events each year.
C. Ad Hoc Committees.
These committees may be established by the President and/or Board of Directors to meet the programmatic or research needs of the organization. Once the committee’s work is complete, the ad hoc committee is dissolved.
Other committees may be determined and developed from time to time by the Board of Directors.
ARTICLE VII: INDEMNIFICATION OF DIRECTORS AND OFFICERS
This corporation shall indemnify its Directors and Officers to the fullest extent now or hereafter permitted by law. This corporation may, by resolution of the Board of Directors, authorize additional entitlements to indemnification to its Directors and Officers beyond that provided by Article 7 of the Not-for-Profit Corporation Law of New York, to the extent permitted by §721 of said article. This corporation is authorized to purchase and maintain Directors and Officers Liability Insurance pursuant to § 726 of the Not-for-Profit Corporation Law.
ARTICLE VIII: MISCELLANEOUS
Section 1. Fiscal Year.
The fiscal year of the organization shall begin on the first day of July and terminate on the last day of June in each calendar year.
Section 2. Parliamentary Procedure.
When not inconsistent with these by-laws, Robert’s Rules of Order shall govern all business of the organization.
ARTICLE IX: AMENDMENTS
These By-Laws may be amended only by a two-thirds vote of the members present at a regular, special or annual meeting of the organization. The purport of the proposed Amendment will be sent to the membership no later than the notice of the regular meeting at which it will be moved.
Adopted: May 31, 2002
Revised: June 18, 2013