Bylaws of the
Association for Conflict Resolution of
the Greater New York Chapter
ARTICLE I: Name and General
ARTICLE II: Purposes
ARTICLE III: Membership
ARTICLE IV: Group Exemption Chapters
ARTICLE V: Prohibited Activities
ARTICLE VI: Board of Directors
ARTICLE VII: Officers
ARTICLE VIII: Chapter Dues and Fees
ARTICLE IX: Meetings
ARTICLE X: Committees
ARTICLE XI: No Personal Liability
ARTICLE XII : Amendments
ARTICLE I: Name and General
Section 1.1 Name. This organization shall be known as the Association for Conflict Resolution--Greater New York Chapter, Inc., hereinafter referred to as "ACR-GNY", "the Chapter" or the "corporation." and is a chapter created pursuant to Article 19 of the Bylaws of the Association for Conflict Resolution, Inc., a New York State corporation, hereinafter referred to as "ACR".
Section 1.2 Location and Incorporation. ACR-GNY is incorporated as a non-profit or charitable corporation, pursuant to the laws of the State of New York, based on the Model Articles of Incorporation set forth in ACR’s Policy and Procedures Manual. ACR-GNY shall initially be located at the place set forth in the Articles of Incorporation. The Board of Directors (the "Directors") may change the location of the principal office of the corporation in the State of New York, from time to time.
Section 1.3 Corporate Seal. The Directors may adopt and alter the seal of the corporation.
Section 1.4 Fiscal Year. The fiscal year of the corporation shall end on December 31st in each year.
Section 1.5 Policy and Procedures Manual. All activities of ACR-GNY must also be in compliance with the ACR Policy and Procedures Manual.
ARTICLE II: Purposes
Section 2.1 Purposes. The purposes of ACR-GNY shall be to promote and carry out, on a local and regional level, the Mission, Guiding Principles and Bylaws of ACR by promoting peaceful conflict resolution and collaborative decision making at all levels of society.
Section 2.2 ACR Diversity and Equity Policy
a. ACR-GNY's Diversity and Equity Commitment. ACR-GNY is committed to diversity and equity in its membership, structure, and organizational work. A culturally diverse organization is one that recognizes, supports, values, and utilizes people's differences and similarities in support of the organization's goals and objectives. Equity and diversity mean recognizing and working to eliminate injustices in access, process, and outcomes of the corporation’s work, and striving to meet the needs of diverse members and stakeholders.
b. Scope of ACR-GNY's Commitment. ACR-GNY seeks to encourage and promote participation, accessibility, active representation, and leadership from diverse populations including, but not limited to, races, ethnicities, national origins, languages, genders, sexual orientation, economic statuses, disciplines, school or organizational locations, physical abilities, ages, religions, educational types or levels, and perspectives. Further, ACR-GNY actively implements equity and affirms diversity in its work, including its publications and standards, and in its board, staff, programs, chapters, sections, and committees.
c. Implementation of ACR-GNY's Commitment. In order to promote diversity and equity in our organization and our field, on-going self-examination is essential. We are committed to discussing and implementing fairness and openness in our values, procedures, conceptual frameworks, and structures. All persons participating in ACR-GNY programs and activities are a part of this endeavor.
ACR-GNY's Responsibilities: ACR-GNY shall elect or appoint at least one person to oversee the implementation of this commitment within the Chapter; at the same time, it is the belief of ACR-GNY that each person is also individually responsible for furthering the concept and practice of equity and diversity.
ARTICLE III: Membership
Section 3.1 Membership Categories. ACR-GNY shall have at least two (2) membership categories: "Regular Member" and "Affiliate Member." By itself, the term "member" shall be inclusive of both.
Section 3.2 Regular Members. To be a Regular Member in ACR-GNY, one must be a member of ACR in any category of Membership, set forth in Article 5 of the ACR Bylaws, whose ACR dues are current and whose ACR-GNY dues are also current. Regular Members shall have full Chapter voting privileges and may serve as a director as provided herein.
Section 3.3 Affiliate Members. The term "Affiliate Member" shall mean an individual not holding membership in ACR, but whose ACR-GNY dues are current, and who has agreed to abide by ACR's ethical standards and to support ACR's Mission and Guiding Principles. Affiliate Members shall have voting privileges on Chapter issues and directors, however they may not hold Chapter office. Affiliate Members may serve on committees.
Section 3.4 Student Members. Student or Youth members of ACR are eligible to be Regular Members of ACR-GNY. Individuals who meet the requirements for Student or Youth membership in ACR, but who are not current members of ACR, may become Affiliate Members of ACR-GNY, pursuant to the terms of Section 3.3 of these Bylaws.
Section 3.5 Dues. Any individual eligible for membership in ACR-GNY may become a Chapter member by the payment of the initial dues or initiation fees set by the Directors. A member shall continue to be a member thereafter by the timely payment of annual dues set by the Directors. Failure to make timely payment of annual dues shall terminate membership. The Directors may change the amounts and times for payment from time to time.
Section 3.6 Removal. A member may be removed as a member for cause by a majority vote of the Board of Directors at a meeting at which a quorum is present. Cause is defined as failing to abide by applicable standards of ethics, professional responsibility, and practice, as amended from time to time. A member may be removed for cause only after reasonable notice and opportunity to be heard before the Directors.
ARTICLE IV: Group Exemption Chapters and Non-Group Exemption Chapters
Section 4.1. Election to be Group Exemption Chapter. ACR-GNY has chosen to be a subordinate entity of ACR, as defined by the Internal Revenue Code. Upon its affirmative election, ACR-GNY may be known as a Group Exemption Chapter and ACR-GNY will be included under ACR's 501(c)(3) Internal Revenue Service Group Exemption Letter and shall comply with the requirements for this status set forth in ACR's Policy and Procedures Manual, as well as all relevant regulations of the Internal Revenue Service.
Section 4.2 Chapter Insurance. If it elects to be a Group Exemption Chapter, ACR-GNY shall carry liability insurance which, along with its own Officers, Directors and employees, also names ACR, its Officers, Directors, and employees as additional insureds.
Section 4.3. Reports. ACR-GNY shall file each year with the ACR Executive Director such reports as the Executive Director may from time to time require. If ACR-GNY fails to file such reports it may lose its eligibility to be included in ACR's Group Exemption Letter, be suspended as a chapter, or lose other benefits of a Chapter of ACR.
ARTICLE V: Prohibited Activities
Section 5.1. ACR-GNY shall be operated for public benefit rather than to benefit any private group of individuals. No part of the net earnings of ACR-GNY shall inure to the benefit of, or be distributed to, its Directors, Officers, or employees, other than reasonable compensation for services actually rendered. No decisions shall be made or actions taken which harm the corporate person of ACR-GNY or ACR to benefit or favor individuals.
Section 5.2. No substantial part of the activities of ACR-GNY shall consist of attempting to influence legislation or lobby for the enactment of legislation, and ACR-GNY shall not participate in, intervene in, or publish or distribute statements regarding any political campaign, either on behalf of, or in opposition to, any candidate for public office.
Section 5.3. Notwithstanding any other provisions of present or future federal or New York law governing or pertaining to non-profit corporations, ACR-GNY shall not engage in or carry on activities not permitted to be engaged in or carried on by a corporation described in Section 501(c)(3) of the Internal Revenue Code or the applicable tax code in New York.
Section 5.4 Prohibited Activities. No activity undertaken by ACR-GNY shall create any financial liability or any contractual or legal obligation for ACR without the express, prior, written authorization of the ACR Board of Directors.
Section 5.5 Public Policy Position. ACR-GNY shall not take a public position on any public policy issue without the express, prior, written authorization of the ACR Board of Directors.
Section 5.6 No Certification. ACR-GNY shall not credential, license, certify, recommend, designate, or appoint practitioners of dispute resolution.
ARTICLE VI: Board of Directors
Section 6.1 Composition and Qualifications. The Board of Directors ("Directors") shall consist of the Officers described in Article VII of these Bylaws. Additionally, there shall not be less than four, nor more than nine, at large Directors. No more than one at-large Director may be a student or youth member of ACR. All members of the Board of Directors must be Regular Members in good standing. The immediate past Chapter President shall be a non-voting, ex-officio member of the Board for one year after the completion of his or her term of office.
Section 6.2 Powers. The Directors shall manage the affairs and all activities of ACR-GNY in accordance with the Bylaws and policies of both ACR and ACR-GNY. The Directors shall have the power to perform all such lawful acts, which are not prohibited by statute, by its Articles of Incorporation, or by these Bylaws or directed or required to be exercised or done by ACR-GNY members. The Directors shall have the power to authorize the making and execution of any lawful contracts on behalf of the ACR-GNY and generally to control all of the affairs of the Chapter. The Directors shall be empowered to transact the business of the Chapter between meetings of ACR-GNY members.
Section 6.3 Election. The Directors shall be elected by a vote of ACR-GNY members in good standing who cast ballots. Elections will take place at the Annual Meeting in the Spring of each year, except as hereinafter provided for filling of vacancies. The new Directors shall assume office at the conclusion of the Annual Meeting or in July immediately following the Annual Meeting.
Section 6.4 Terms of Office. The at-large Directors shall be elected for two-year terms of office, except that in the first election half of the Directors shall be elected for a one-year term of office and the remaining Directors shall be elected for a two-year term of office. Each Director shall hold office until his/her successor is elected or until she/he resigns, is removed, dies, or becomes disqualified. No Director may serve more than three (3) consecutive terms (or six consecutive years) of office. A Director who leaves the Board due to this limit would be eligible to stand for reelection after one term (two years) away from the Board.
Section 6.5 Meetings. The Directors shall meet at the call of the President, but not less than once each quarter. A quorum for the purpose of conducting Board business shall consist of a majority of Directors entitled to vote, but never less than five Directors. The President shall preside at all Board meetings and shall only vote in order to break a tie or to become the fifth member available to vote. Minutes of all Board meetings shall be prepared and sent to all Directors and the ACR CEO, after approval by the Board. Such minutes shall be available to Chapter members upon request.
Section 6.6 Notice of Meetings of the Board.
a. All Meetings. Reasonable notice of the time and place of each meeting of the Directors shall be given to each Director. Such notice need not specify the purposes of the meeting, unless required by law, the Articles of Incorporation, or these Bylaws.
b. Reasonable Notice. Except as otherwise expressly required by law, the Articles of Incorporation, or these Bylaws, it shall be reasonable notice to a Director to send notice by mail, or email, at least fourteen (14) days before the meeting, addressed to him/her at his/her usual or last known business or residence address.
c. Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any Director, if a written waiver of notice, executed by him/her (or his/her attorney duly authorized), before or after the meeting, is filed with the records of the meeting. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.
d. Emergency Meetings. Emergency meetings may be called by an Officer or by a majority of Directors with less than fourteen (14) days notice when a pressing issue arises needing immediate Board action.
Section 6.7 Voting. Unless otherwise required by law, the Articles of Incorporation, or these Bylaws, any action taken by a majority of the Directors present at a meeting at which a quorum is present shall be deemed the action of the Directors.
Section 6.8 Presence through Communications Equipment. Unless otherwise required by law or the Articles of Incorporation, the Directors may participate in a meeting by means of a conference telephone, computer, or similar communications equipment by means of which all persons participating in the meeting can receive the communications of all other persons participating. Participation by such means shall constitute presence in person at a meeting.
Section 6.9 Action by Written Consent. Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all Directors entitled to vote on the matter consent to the action in writing and such consents are filed with the Minutes of the meeting. Such consents shall be treated for all purposes as a vote at a meeting.
Section 6.10 Vacancy. In the event of a vacancy on the Board of Directors for any reason, the Directors, at the next meeting of the Board, shall appoint a successor to that Director for the balance of the unexpired term.
Section 6.11 Reimbursement. The Directors shall be entitled to reimbursement of Board authorized expenses incurred in the performance of their duties and responsibilities, as approved by a reimbursement policy adopted by the Board; provided, however, that ACR-GNY shall not reimburse any expenses which could jeopardize, in any way, its non-profit status or ACR's non-profit, tax-exempt status, if ACR-GNY is a Group Exemption Chapter, as set forth in Article IV of these Bylaws. No Director shall receive any remuneration for services as a Director.
Section 6.12 Removal. A Director may be removed from office for cause by (a.) the vote of a majority of the members present at a meeting at which a quorum is present or (b.) by the vote of a majority of the Directors then in office. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove that director. Cause is defined as failing to abide by ACR's Ethical Standards, support ACR's Mission and Guiding Principles, and/or fulfill his/her responsibilities as a Director, including, without limitation, accumulating three (3) or more unexcused absences from the scheduled periodic Board Meetings in any given calendar year. An absence shall be deemed unexcused at the discretion of the President and may include any absence for which the Director fails to provide at least 24 hours prior written, electronic, or telephone notice to the sitting President.
Section 6.13 Conflict of Interest. Directors may not have interests in conflict with those of the Chapter. Each Director must endeavor to be conscious of the potential for such conflicts of interest with ACR-GNY and act with candor and care in dealing with any such situation. To the extent known to the Director, he/she shall disclose any actual or potential conflict of interest to the Board and when appropriate remove herself or himself from Board discussions and decisions regarding this matter. If he/she becomes aware of any actual or potential conflict of interest after the Board has entered into discussion of, or made a decision regarding, any matter, then she/he shall immediately apprise the Board of the actual or potential conflict of interest. Following a disclosure of any actual or potential conflict of interest, the Board should provide a disinterested review of the matter and, if necessary, revisit any decisions previously made.
ARTICLE VII: Officers
Section 7.1 Officers. There shall be six (6) officers : President, President-Elect, Two (2) Co-Vice-Presidents, Secretary, and Treasurer. All Officers must be Regular Members in good standing. Any reference in these Bylaws to "Directors" shall be deemed to include all Officers of the corporation.
Section 7.2 President.
a. Duties. The President shall preside at all meetings of the Directors and of members, and shall have general and active management of the activities of ACR-GNY, subject to the control of the Directors. The President shall see that all orders and resolutions of the Directors are carried into effect and shall keep the Directors and the ACR CEO fully informed and shall regularly consult with them concerning the activities and affairs of ACR-GNY. The President may sign and execute all official documents in the name of ACR-GNY and shall have the general power and duties of supervision and management usually vested in the chief executive officer of a corporation, except as limited by Articles II, IV, and V of these Bylaws. The President may delegate one or more of these duties to a Director. The President shall be responsible for ensuring that the Chapter complies with all provisions of the ACR Policy and Procedures Manual regarding Chapters. The President shall also serve as an ex-officio member of all committees.
b. Succession. The President shall serve for a term of one (1) year; provided, however, that the President shall have the option to elect to serve a second consecutive term of one (1) year by giving written notice of such election to the Board of Directors, with a copy to the President-Elect, at or prior to the Board Meeting occurring not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the ACR-GNY Annual Membership Meeting. Unless a majority of the Board Members present at such Board Meeting shall join in opposition, the President shall automatically serve a second consecutive term of one (1) year.
Section 7.3 President-Elect.
a. Duties. The President-Elect shall be the Chair of the Annual Conference Committee, responsible for leading the committee in organizing the ACR-GNY
Annual Conference. The President-Elect shall also be a member of the Programs Committee and shall lend assistance to the Chair of the Programs Committee by providing guidance in the selection of high quality programs for ACR-GNY. In addition, the President-Elect shall have such duties as the President shall determine. In the absence of the President, the President-Elect shall perform the duties of the President as provided in these Bylaws and shall assist the President with managing the affairs of the corporation.
b. Succession. The President-Elect shall serve for one term of one (1) year and, unless the President elects to serve for a second consecutive term of one (1) year, shall automatically become the President at the end of his/her term of office. In the event the President shall elect to serve a second consecutive term of one (1) year, however, the President-Elect shall have the option of also serving a second consecutive term of one (1) year as President-Elect and thereafter succeeding to the Presidency at the end of the President's second term and automatically becoming President at the Annual meeting following the Annual Meeting at which she/he was elected; provided, however, that the President-Elect shall have the option, by giving the Board written notice not later than ninety (90) days prior to the Annual Meeting of the ACR-GNY Membership, of his/her election not to serve for such a second consecutive term, in which case the Nominating Committee shall be charged with selecting and nominating a new candidate to serve as President-Elect.
Section 7.4 Vice-President for Strategic Planning. The Vice-President for Strategic Planning shall be the Chair of the Strategic Planning Committee and shall be responsible for monitoring, reviewing, updating and providing quarterly status reports to the Board of Directors on the activity and progress of the Chapter in achieving its Strategic Plan. In addition, the Vice-President for Strategic Planning shall have such duties as the President shall determine. In the absence of the President and the President-Elect, the Vice-President for Strategic Planning shall perform the duties of the President as provided in these Bylaws and shall assist the President with managing the affairs of the corporation.
Section 7.5 Vice-President for Membership. The Vice-President for Membership shall be the Chair of the Membership Committee and be responsible for membership recruitment and retention; for maintaining a database on membership information and interests; for actively promoting the interests of the members; and serving as a liaison between ACR-GNY and its members. In addition, the Vice-President for Membership shall have such duties as the President shall determine. In the absence of the President, the President-Elect, and the Vice-President for Strategic Planning, the Vice-President for Membership shall perform the duties of the President as provided in these Bylaws and shall assist the President with managing the affairs of the corporation.
Section 7.6 Secretary. The Secretary shall keep all papers, records and other documents of the corporation and shall prepare, maintain, and distribute minutes of all meetings of the Directors and of the members as directed. The Secretary shall maintain copies of all correspondence pertaining to the corporation; shall prepare and distribute all notices of meeting, bulletins, and other publications to members, the appropriate ACR Regional Director and the Director representing Chapters, the ACR CEO, and the editors of the ACR News; shall compile such statistics and other data as may be required by the Directors or the members acting at a duly called meeting; shall present at the Annual Meeting a complete list of members; and shall perform such other functions as may be assigned by the Directors.
In addition, the Secretary shall be responsible for (a.) checking and forwarding all telephone messages received by the ACR-GNY hotline number, (b.) updating the outgoing ACR-GNY hotline message to include prospective programs, meetings, and upcoming events; and (c.) receiving and forwarding ACR-GNY correspondence to the appropriate Officer(s), Director(s) and/or Committee Chair(s)for prompt follow-up action.
Section 7.7 Treasurer. The Treasurer shall be the chief financial officer of the corporation and shall have custody of the funds of the corporation and shall receive and deposit all revenue and pay bills and such other obligations of the corporation as are approved by the President. The Treasurer shall keep a full and complete record of all receipts and disbursements and shall provide a financial report to the Directors at each meeting, and an annual written financial report to the members at the Annual Meeting. The Treasurer shall also provide an annual written financial report to the ACR CEO by March 15th of each year for the preceding fiscal year, consistent with the applicable provisions of the ACR Policy and Procedure Manual. In addition, the Treasurer shall perform other duties as may be assigned by the Directors.
Section 7.8 Election and Terms. The Secretary and Treasurer shall be elected for two-year terms. All other officers, except the President and the President-Elect, shall serve for only one year,. The Members at the Annual Meeting shall elect all officers who shall hold office until the next Annual Meeting and until his/her successor is chosen and qualified, unless a shorter or longer period shall have been specified by the terms of her/his election or appointment, or in each case until he/she sooner resigns, is removed, dies, or becomes disqualified.
Section 7.9 Vacancy. In the event of a vacancy in any office for any reason, except for a vacancy in the office of President, the Board, at its next meeting, shall appoint a successor to that office for the balance of the unexpired term. In the event of a vacancy in the office of President, the President-Elect shall assume the office of President.
Section 7.10 Reimbursement. Officers shall be entitled to reimbursement of Board authorized expenses incurred in the performance of their duties and responsibilities, as approved by a reimbursement policy adopted by the Board; provided, however, that ACR-GNY shall not reimburse any expenses which could jeopardize, in any way, its non-profit status or ACR's non-profit, tax-exempt status, if ACR-GNY is a Group Exemption Chapter, as set forth in Article IV of these Bylaws. No Officer shall receive any remuneration for services as an Officer.
Section 7.11 Removal. An Officer may be removed from office for cause (a.) by the vote of a majority of the members present at a meeting at which a quorum is present, or (b.) by the vote of a majority of the Directors then in office. Cause is defined as failing to abide by ACR's Ethical Standards, support ACR's Mission and Guiding Principles, and/or fulfill her/his responsibilities as an Officer. An Officer may be removed for cause only after reasonable notice and an opportunity to be heard before the body proposing to remove that Officer except that an Officer shall automatically be removed from office if s/he is removed as a Director and/or as a Member.
ARTICLE VIII: Chapter Dues and Fees
Section 8.1. The Directors shall determine the membership dues for all members annually. Failure to pay such dues after receipt of written notice and reasonable opportunity to pay is grounds for revocation of membership status by the Directors.
Section 8.2. Non-members who wish to receive regular notice of ACR-GNY events may be assessed an appropriate mailing list fee.
ARTICLE IX: Meetings
Section 9.1 Annual Meeting. There shall be one regular Chapter meeting per year, which shall be designated as the Annual Meeting and shall be held in the Fall of each year. Written notice of the Annual Meeting shall include an agenda set by the Directors, and shall include the time, date, and place of the Annual Meeting. It shall be mailed to all members, as provided in Section 9.4 of these Bylaws. The Annual Meeting may be held at the principal office of the corporation or at such other place within the United States of America as the President and Directors shall determine, or any location outside the United States in which a Chapter is incorporated based on the laws of that jurisdiction. If an Annual Meeting is not held on the date herein provided, a special meeting of the members may be held in place thereof with the same force and effect as the Annual Meeting, and in such case all references in these Bylaws, except in this Section 9.1, to the Annual Meeting of the members, shall be deemed to refer to such special meeting. Any such special meeting shall be called and notice shall be given as provided in Sections 9.3 and 9.4.
Section 9.2 Regular Meetings. Regular meetings of the members may be held at any time and place as the Directors may determine.
Section 9.3 Special Meetings. The President may call special meetings of the members at any time. A special meeting shall be called by any Officer when so directed by the Directors or upon the written request of twenty-five (25%) percent of the members.
Section 9.4 Notices of Meetings.
a. All Meetings. Reasonable notice of the time and place of each meeting of the membership shall be given to each member. Such notice need not specify the purposes of the meeting, unless required by law, the Articles of Incorporation, or these Bylaws.
b. Reasonable Notice. Except as otherwise expressly provided by law, the Articles of Incorporation, or these Bylaws, it shall be reasonable notice to a member to send notice by mail, fax or email, at least fourteen (14) days before the meeting, addressed to him/her at his/her usual or last known business or residence address. In the case of the Annual Meeting, it shall be reasonable notice to a member to send notice by mail, fax or email, at least thirty (30) days before the meeting, addressed as provided above. The notice of the Annual Meeting shall contain the names of the persons proposed by the Nominating Committee to be elected as the Officers and Directors of ACR-GNY.
c. Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any member if a written waiver of notice, executed by him/her (or his/her attorney duly authorized), before or after the meeting, is filed with the records of the meeting. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.
Section 9.5 Quorum. At all membership meetings, ten percent (10%) of the Members present, in person or by proxy, shall constitute a quorum for the purpose of conducting business, except when a larger quorum is required by law. Any meeting may be adjourned or continued to such date not more than ninety (90) days after the first session of the meeting by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned or continued without further notice.
Section 9.6 Voting. Each Member shall be entitled to cast one vote on each matter properly submitted to a membership vote at a meeting or by electronic, or mail ballot. Except as otherwise required by law, or these Bylaws, any action approved by a majority of the Members voting, either by electronic, mail ballot or at a meeting, in person or by proxy, provided that a quorum is represented, shall be the action of the Members.
Section 9.7 Presence through Communications Equipment. Unless otherwise provided by law or the Articles of Incorporation, the Members may participate in a meeting of the members by means of a conference telephone, computer, or similar communications equipment by means of which all persons participating in the meeting can receive the communications of all other persons participating. Participation by such means shall constitute presence in person at a meeting.
Section 9.8 Action by Consent. Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all Members entitled to vote on the matter consent to the action in writing and such consents are filed with the records of the meetings of the members. Such consents shall be treated for all purposes as a vote at a meeting.
Section 9.9 Proxies. Members may vote either in person or by written proxy dated not more than one month before the meeting named therein, which proxy shall be filed before being voted with the secretary or other person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by its terms, a proxy shall entitle the holder thereof to vote at any continuation of the meeting, but the proxy shall terminate after the final adjournment of such meeting.
Section 9.10 Membership Participation. The Secretary shall maintain a complete list of Members entitled to participate at each meeting, which list shall be available for examination.
Section 9.11 Open Meetings. Meetings and other activities of ACR-GNY shall be open to persons who are not members, unless the President or the Directors specifically restrict attendance. Persons attending meetings who are not Members are guests and shall be entitled to such participation in the meeting as the President or the Directors shall determine.
ARTICLE X: Committees
Section 10.1 Types of Committee. There shall be two classes of committees, "Standing Committees" and "Ad hoc Committees." The term "Committee" shall be inclusive of both.
Section 10.2 How Formed or Disbanded. Standing Committees may be established and disbanded by the Directors, including an executive committee. The President may establish and disband Ad hoc Committees at any time, subject to the approval of the Directors. The Members may, at any time by vote of two-thirds of the Members at any meeting at which a quorum is present, act to terminate any committee, amend its scope or function, or authorize a new committee.
Section 10.3 Powers. Committees shall have only such powers as the Directors shall confer. The Directors shall not delegate any of its powers as must be performed by the Directors by law, the Articles of Incorporation, or these Bylaws. Unless the Directors otherwise designate, committees shall conduct their affairs in the same manner as provided in these Bylaws for the Directors.
Section 10.4 Members of Committees. Members of all committees shall be Members in good standing. The President shall appoint chairs and committee members, subject to the approval of the Directors. Committee meetings shall be open to all Members, unless the Directors determine otherwise.
Section 10.5 Annual Review. Following each annual election, the newly installed Directors shall review the structure and activities of all committees.
Section 10.6 Nominating Committee. The President shall appoint a Nominating Committee of no less than three (3) members, preferably one of whom shall be a Past-President, to propose nominees for election of Officers and Directors. The Nominating Committee shall endeavor to present nominations for office in ACR-GNY, which present a balance among the various areas of dispute resolution represented by ACR-GNY members and which fulfill the diversity policy set forth in Section 2.2 of these Bylaws. Nominations for office shall also be accepted from the floor at the time of election once the membership has reached twenty-five (25) in number. The Nominating Committee may not nominate any person(s) serving on the Nominating Committee for a position of Officer or Director on the slate they are recommending.
ARTICLE XI: No Personal Liability
Section 11.1 No Personal Liability. The Members, Directors, and Officers of the corporation shall not be personally liable for any debt, liability, or obligation of ACR-GNY. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against ACR-GNY may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the corporation.
ARTICLE XII: Amendments
Section 12.1 Amending the Articles of Incorporation and Bylaws. The Board of Directors may amend ACR-GNY's Articles of Incorporation and these Bylaws to include or omit any provision that could lawfully be included or omitted at the time such amendment is adopted. Such amendments or revisions may be voted upon at a single meeting of the Board of Directors, and be adopted at such meeting, a quorum being present, by a seventy-five (75%) percent majority vote of the Board members present, or such amendments and revisions may be adopted in a written document approved and signed unanimously, or in counterparts, by the Directors of this corporation, without the necessity of a formal meeting of the Board of Directors.