August 2003
Article 1. NAME:
This organization shall be known as the CORN HILL NEIGHBORS ASSOCIATION, INC. (“CHNA”,“Association” or “Corporation”).
Article 2. LOCATION:
The geographical area of CHNA shall be the area located in the City of Rochester, New York, bounded by Interstate 490 on the north, Ford Street on the south and west and the Genesee River on the east. The principal office of the Corporation shall be in the County of Monroe, New York.
Article 3. OBJECTIVES:
The objectives of CHNA shall be to protect and promote the residential and historical character and beauty of the area; to further the interests of the residents of the area; to promote and encourage a better community and civic spirit and to foster good will and friendship between and among the residents of the area and surrounding areas for the general welfare and good of the community.
Article 4. MEMBERSHIP:
A. Membership:
The membership of CHNA shall consist of General members and Voting members.
B. General Members:
General members shall be those persons 18 years or older residing in or leasing property in the area defined in Article 2. Such persons residing in or owning property in the area defined in Article 2., shall be eligible for elective and appointive office in the Association.
C. Voting Members:
Voting members shall be those General members 18 years or older residing in or owning property in the area defined in Article 2. who register with CHNA each year to obtain voting privileges. All Voting members will have the right to cast one vote in person at any Association meeting on any matter as to which members are entitled to vote. A General member shall have no voting privileges unless he or she is also a Voting member. Voting member registration forms shall be delivered in the Gazette each September, are available through the official CHNA website and shall be available at each membership meeting requiring a vote. Proof of residency or ownership shall be required. Registration shall be valid until the subsequent September 1.
Article 5. BOARD OF DIRECTORS:
The affairs and business of the association shall be managed by a Board of Directors, consisting of at least 7 persons and no more than 11 persons, including the Officers of the Board of Directors, who shall be members of CHNA. The number of Directors shall be fixed by the Board and may be increased or decreased by vote of the majority of the entire Board of Directors. No decrease shall shorten the term of any Director. If the immediate Past President is not serving out a term as a Director or is not reelected to serve another term as a Director, then he or she shall remain seated on the Board as a non-voting member of the Board for a term of one year.
Anyone serving on the Board of Directors is charged with knowledge of the Bylaws and agrees to uphold them.
Article 6. OFFICERS:
A. Qualifications:
All Officers must be members of the Board except the Assistant Treasurer.
B. Officers:
There shall be a President, one or more Vice Presidents, Secretary, Treasurer, Assistant Treasurer and any other Officer as the Board determines. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.
C. President:
The President shall be the Chief Administrative Officer of the Association and shall preside at all member and Board of Director meetings and shall appoint Chairs of standing committees, designate ad hoc committees and appoint chairs of ad hoc committees with the advice and consent of the Board of Directors. The President, or his or her duly appointed representative, may attend all meetings of public bodies related to the objectives of the Association and may act as its official spokesperson. The President shall serve as an Association representative on such organizational bodies as may be approved by the Board of Directors or shall appoint a representative with the approval of the Board. The President may sign contracts or instruments which the Board of Directors has authorized to be executed or may delegate the authority to sign such documents, in writing, to another officer or to the Chairperson of a Committee.
D. Vice President:
The Vice President shall, in the absence of the President, perform all duties of that office and such other duties as may be assigned by the President.
E. Secretary:
The Secretary shall see that the minutes are taken and shall keep a roll of the attendance of members of the Board of Directors at all meetings, attendance of members of the Association of all General meetings, notify the membership of all meetings, keep records and conduct or arrange for another to conduct such correspondence as required by the President and cause to be printed in the Corn Hill Gazette a summary of minutes of all meetings.
F. Treasurer:
The Treasurer shall take charge of the funds of the Association , collect such fees as may be payable and pay all bills and just debts of the Association as authorized by the Board of Directors. The Treasurer shall keep an accurate record of accounts and shall present an annual financial report to the membership at a membership meeting within the first quarter of the calendar year and to the Board of Directors each month. The Treasurer shall be responsible for placing on file at the CHNA office all bank statements for the Association’s accounts. The Treasurer shall also be responsible for delivering a monthly financial statement of the Association’s accounts to the President for Board review.
G. Assistant Treasurer:
The Assistant Treasurer shall assist the Treasurer with the duties described in Article 6(F) and shall become familiar with the financial aspects of the Association so that he or she is able to succeed the Treasurer in the event of appointment to the Board if not already a member.
Article 7. MEETINGS:
A. Board of Directors:
The Board of Directors shall hold a regular monthly meeting on the third Monday of each month at a time and place designated by the President, who shall prepare an agenda for each meeting and make it available to the Board members at least 24 hours prior to the meeting. Should the third Monday fall on a legal holiday the meeting shall be held the following day. The first fifteen minutes of each Board meeting shall be conducted as an open forum for General Members. Board and General members wishing to address the Board during this time shall notify the President or Secretary no later than 48 hours prior to a Board meeting at which they wish to speak. Special meetings of the Board may be called by the President or upon written request of at least three (3) Directors on three (3) days written notice.
B. Membership Meetings:
Unless otherwise specified by the President or Board of Directors, the membership of the Association shall meet on the second Monday of the month. A minimum of 6 meetings per year must be held and announced in the Gazette at a place designated by the President, including an Annual meeting for the election of Directors, to be held each September. Should the second Monday fall on a legal holiday the meeting shall be held on the following day.
Special meetings of the members may be called by the President, by the Secretary upon written request of ten (10) General members of the Association to the Secretary, or by the Board of Directors. In the event that the Secretary is presented with a written request of fifty (50) or more General members, the Secretary shall call a special meeting. Notice shall be given at least ten (10) days prior to the special meeting, either in the Gazette or in a similar publication distributed to members. In addition, Members shall be notified of the Annual Meeting and of any other meeting at which action may be taken by one of the following methods: (1) first class mail, not less than ten (10) nor more than fifty (50) days before the date of the meeting, (2) any other class of mail, not less than thirty (30) nor more than sixty (60) days before such date, or (3) in lieu of mailing, in a newspaper published in Monroe County once a week for three successive weeks preceding the date of the meeting. The Board of Directors shall determine the method to be used.
Article 8. QUORUM AND VOTING:
A. Membership Quorum, Voting and Proxies:
A quorum at all membership meetings shall consist of the lesser of one hundred Voting members of the Association or one–tenth of the Voting members. Members may vote in person or by proxy. Proxies for the annual election shall be delivered in the September Gazette. Proxies for all meetings shall be made available at all times at the CHNA office. Proof of residency or ownership shall be attached to proxy forms. A proxy may be revoked by a member attending a meeting and wishing to vote in person. Any corporate action other than the amendment of these Bylaws shall be authorized by a majority of the votes cast.
B. Director Quorum, Voting:
A quorum of the Board of Directors shall consist of a majority of the members of the Board. Each Board member is entitled to one (1) vote. The vote of a majority of the members of the Board present at the time of a vote, if a quorum is present at such time, shall be the act of the Board of Directors, unless a greater proportion is required by law or by these Bylaws.
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Board members consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent shall be filed with the minutes of meetings of the Board.
Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Article 9. ELECTIONS AND TERMS OF OFFICE:
A. Nominations:
The President shall, with the approval of the Board, appoint a Nominating Committee of at least two voting members of the Association to recommend candidates for each Board position to be vacated. The Committee shall publish in the May issue of the Gazette a solicitation for General members interested in serving on the Board or on a committee. The Committee’s recommendations shall be made to the Board no later than the June meeting of the Board. The President shall solicit written responses from all recommended candidates and shall cause the printing of the recommended slate in the August issue of the Gazette. Other nominations may be filed with the President or Secretary on written petition of ten (10) Voting members, or may be made from the floor at the August General meeting. No further nominations will be accepted beyond the August General meeting. No nominations may take place at the September election meeting. The President shall cause the printing of all nominations, including the Nominating Committee’s recommended slate as well as nominations from the general membership, in the September issue of the Gazette.
B. Board of Directors:
Directors shall be elected at the September Annual meeting of Members and shall take office at the October Board meeting. The Board of Directors shall be divided into two classes, as nearly equal in number as possible. Directors shall serve for a term of two years, with the term of one class expiring each year in rotation. As a result, one class of Directors shall be elected each year. Should a Director be unable to fulfill his or her term of office, the Board shall appoint a successor in accordance with Article 10.
C. Officers:
The Directors shall elect the Officers of the Association at the first regular meeting of the newly elected Directors. Any member of the newly elected Board of Directors may serve as an Officer of the Association. All Officers must be members of the Board except for the Assistant Treasurer. Officers shall serve for a term of one year or until his or her successors are elected and qualified.
D. Election:
Officers and Directors shall be elected by a majority of the votes cast.
Article 10. REMOVAL AND VACANCIES:
Any position of the Board of Directors shall be declared vacant (1) upon the resignation of the individual, (2) upon missing any four Board of Directors meetings within a twelve month period unless, at that point, a vote of 2/3 of the Directors decides otherwise or (3) upon removal by vote of 2/3 of the Directors for good cause (as determined by the Board), including but not limited to circumstances in which a Board member is found to be in violation of these Bylaws, and after an opportunity to respond, present evidence and witnesses.
Any Officer may be removed by a 2/3 vote of the Voting members of the Board of Directors.
The Board of Directors may fill vacancies in the Board of Directors or in any office. Any person filling a vacancy shall hold the office for the unexpired term of his or her predecessor.
Article 11. FINANCE:
A. Fiscal Year:
The fiscal year of the Association shall be from January 1 to December 31.
B. Budget:
A proposed budget shall be prepared by the Treasurer and Assistant Treasurer, who shall consult with the Chairs of all standing committees. The treasurer shall present the proposed budget in September to the Directors for their review. The Board of Directors shall vote to approve the proposed budget at its September meeting. The Treasurer shall present the budget to the General Membership at its October meeting. The membership of the Association will adopt the annual budget by majority vote at the October meeting and the budget shall be effective January 1 of each year. Committees shall stay within budget allocations unless expenditures in excess of budget allocations are approved by the Board.
C. Checks:
The Treasurer and President shall have the authority to sign checks on behalf of the CHNA. In the event that neither are available, the responsibility shall fall to the Vice President and then to the Secretary. Any expenditure in excess of $2,500 shall require the signature of both the President and Treasurer, or in the absence of one of them, the President or the Treasurer and the Vice President or Secretary, and in the absence of both of them, the Vice President and Secretary.
D. Accounting Review:
The books of the Association shall be subject to an annual review by an independent CPA.
E. Borrowing Authority:
Upon consent of the Board of Directors, the Association may borrow funds to be secured by its assets.
Article 12. COMMITTEES:
A. Standing Committees:
The standing committees of CHNA shall be (1) Arts Festival, (2) Beautification, (3) Development and Community Outreach, (4) Finance, (5) Philanthropy, (6) Revolving Fund, (7) Security and (8) Social. Each committee shall be presided over by a Chairperson appointed by the President and approved by the Board of Directors at the October Board meeting. The Revolving Fund Committee must consist of three General members, one of whom must be on the Board of Directors. Committees are open to all interested Association members. The composition of each Committee shall be determined by the Chairperson but may be changed by the Board in its discretion.
1. Arts Festival:
- The purposes of the Arts Festival include increasing awareness of the area, providing funds for uses consistent with the objectives of the Association and creating an opportunity for Association members to work together in a common effort. It shall be the function of the Arts Festival Chairperson to submit the budget to the Board for approval at the September meeting. The Chairperson may approve expenditures not greater than a 10% increase of any festival line item, without Board approval, as long as the overall Festival budget is not expanded.
- All fees collected by the Arts Festival Committee may be used for promotions, awards, entertainment and similar activities connected with the Arts Festival. Excess funds shall remain in the treasury of the Association for purposes designated in the annual budget.
- There shall be appointed by consent of the Board of Directors and the Chairperson of the Arts Festival, an Assistant Chairperson of the Committee who shall assist the Chairperson and shall become familiar with the activities and duties of the Chairperson and the Committee with a view to succeeding the Chairperson at some time in the future. At its discretion, the Board of Directors may approve Co-Chairpersons.
2. Beautification:
The responsibility of the Beautification Committee shall include Gazebo maintenance, landscaping, and installation and upkeep of neighborhood appointments in all public areas. This committee shall maintain communications with government offices, private organizations, contractors and residents, relating to, but not limited to, issues regarding these public areas, whether maintained by the association or by others.
3. Development and Community Outreach:
The responsibility of the Development and Community Outreach Committee shall be to maintain communications between the development authorities of the City of Rochester and the Association, including, but not limited to, Sector V development plans and zoning matters. The Committee shall be responsible for communications between the Association and other neighborhood organizations. The Committee shall also make recommendations for promotion of the neighborhood to the Board for action.
4. Finance:
The responsibility of the Finance Committee shall be to evaluate quarterly investment financial statements and recommend any action to the President and the Treasurer of the Board of Directors. This Committee shall consist of a minimum of three (3) General members, including a Board liaison member.
5. Philanthropy:
The responsibility of the Philanthropy Committee shall be to oversee the distribution of monies to charitable and arts organizations and to make recommendation for grants and other fund distributions to the Board for action.
6. Revolving Fund Committee:
The responsibility of the Revolving Fund Committee shall be to qualify applicants, to approve or deny applications and to administer the Revolving Fund. The Revolving Fund has been established to provide loans to Corn Hill property owners up to $10,000. These funds are to be used for exterior property improvements and/or interior fixed fixtures of properties within Corn Hill, as described in Article 2. The committee shall report to the Board of Directors at the last meeting of each fiscal year. Interim reports will be given by the Committee Chairperson.
7. Security:
The responsibility of the Security Committee shall be to communicate with the police on behalf of the Association, the administration of the PAC-TAC (Police And Citizens Together Against Crime) program and to establish subcommittees such as Neighborhood Watch, Court Watch and a Drug Task Force. Its Chairperson shall be an active member of PAC-TAC.
8. Social:
The responsibility of the Social Committee shall be the planning, arranging and communicating of all neighborhood social functions.
B. Ad Hoc Committees:
The President may establish ad hoc committees from time to time. The Chairperson of each ad hoc committee shall be appointed by the President with consent of the Board. At least one member of the ad hoc committee shall be a member of the Board of Directors. The committees shall have only those powers specifically delegated by written resolution of the Board of Directors.
C. Executive Committee:
There shall be an Executive Committee consisting of the President, Vice President, Secretary and Treasurer. The Executive Committee shall have the authority of the Board to take action between regular Board meetings except that the Executive Committee shall have no authority as to the following matters:
- Any action requiring the vote of the members;
- Filling vacancies in the Board of Directors or in any Committee;
- Amendment, repeal or adoption of Bylaws; or
- Amendment or repeal of any resolution of the Board which by its terms is not so amendable or repealable.
Any member of the Executive Committee may call an Executive Committee meeting.
D. Committee Budgets:
Creation of the Budget and subsequent expenditures of any committee shall be determined by the Committee Chairperson and approved by the Board of Directors.
E. Reports by Committees:
Each Committee must deliver a written report to the Board each month prior to that month’s Board meeting and shall keep the General members advised of the committee’s activities via articles in the Corn Hill Gazette.
Article 13. CORN HILL GAZETTE:
A. Purpose:
The official communications media of the Association shall be known as the Corn Hill Gazette. The purpose of the Corn Hill Gazette is to convey news and information consistent with the objectives of the Association to the members of the Association.
B. Editorial Board:
Editorial, production and distribution responsibility shall reside in an Editor, who shall not be a member of the Board of Directors. There shall also be appointed an Assistant Editor who shall assist the Editor and become familiar with the activities and duties of the Editor with a view to succeeding the Editor at some time. All of these persons shall be appointed by the President with the advice and consent of the Board of Directors.
C. Budget:
Creation of the Corn Hill Gazette budget and subsequent expenditures shall be submitted by the Editor to the Board of Directors for inclusion in the CHNA budget and shall be subject to approval, as set forth in Article 11, Section B.
D. Staff:
The Editor, shall appoint such additional members of the newsletter staff as deemed necessary.
Article 14. HISTORIAN:
The Board of Directors may appoint one or more persons to act as Corn Hill Historian. The Historian shall collect, assemble and report information and /or artifacts, which represent the history of Corn Hill. The Historian will report to the Board liaison.
Article 15. BILL OF RIGHTS:
A. Expenditure of Funds:
No expenditure of Association funds impacting directly upon the property of a member shall be made without prior discussion and consultation with that member.
B. Agency Proceedings:
No representation before a public body or to a governmental agency regarding the property of a member shall be made by an Association Officer or Director without prior consultation with that member. If attempts at personal or telephone contact fail, a letter will be sent, return receipt requested, describing the condition in question. If the member does not respond within 5 days after receipt, the restrictions in this provision shall be null and void. Any representation before a public body or governmental agency on behalf of the CHNA shall include a summary of the result of the consultation and discussion with the member.
C. CHNA Representation:
No representation or speech before any public or governmental body shall be made on behalf of the Association unless that individual’s appearance and testimony has been authorized in advance by the Executive Committee or the Board of Directors.
D. Personal Financial Gain:
No member of the Board of Directors and no Committee Chairperson may act in an official capacity with regard to matters, which are of personal financial gain to that person.
Article 16. PRACTICES AND PROCEDURES
The Board of Directors shall adopt a statement of Practices and Procedures. The Practices and Procedures will be followed by the Board of Directors when implementing the Bylaws and in conducting neighborhood business. The Practices and Procedures represent the opinions and votes of past Boards and it is understood that these practices and procedures may need to be amended or changed by a new majority Board vote, according to changing customs or circumstances. These changes may occur as often as deemed necessary by the current Board of Directors and do not require any alteration to the Bylaws.
Article 17. POLITICAL AFFILIATION:
The Association shall not be affiliated in any way with any political party and shall not endorse any political candidate.
Article 18. AMENDMENTS:
Individual Articles may be amended at any General membership meeting by a vote of 2/3 of the Voting members present or voting by proxy, provided that written notice of proposed amendments has been given to the membership by publication in the Gazette at least ten (10) days in advance.
Article 19. INVESTMENT AND OTHER FUNDS:
The Association shall establish accounts sufficient to sustain the operations of the Association and to provide a ready source of funds for emergency expenditures. The following funds may be established:
A. Investment Fund:
Any funds approved by the Board of Directors may be deposited in an Investment Fund. The monies in the Investment Fund shall be invested in income producing investment vehicles by the President and Treasurer based on consultation with independent financial advisors. The investments shall be subject to review and oversight on at least an annual basis by independent persons having expertise in financial matters and selected or approved by the Board, such as but not limited to, CHNA’s accountant and/or attorney. Interest generated by the Investment Fund may be used for operating expenses of the Association and/or may be reinvested upon approval of the Board. The principal of the Investment Fund may not be expended unless approved by 2/3 vote of the entire Board of Directors and 2/3 of the Voting members present or voting by proxy.
B. Revolving Fund:
The funds for the Revolving Fund shall be determined and approved by the Board of Directors. These funds shall be invested in guaranteed, income-producing investment vehicles. The funds shall be kept separate from all other CHNA financial accounts. Disbursement or approval of the disbursement of these funds by the Board is the responsibility of the Revolving Fund Committee.
Article 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS:
A. Indemnification:
- To the full extent required or permitted by the provisions of the New York Not-for-Profit Corporation Law, or by any amendment thereof or other statutory provisions authorizing or permitting such indemnification adopted after the date hereof, and subject only to the exclusions set forth in Section A (2) below, the Corporation shall hold harmless and indemnify any person, his or her testator or intestate against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees and costs of investigation, actually and reasonably incurred in any action or proceeding or any appeal therein in which that person is made or threatened to be made a party (including an action, proceeding or any appeal therefrom by or in the right of the Corporation to procure a judgement in its favor) whether civil, criminal or investigatory, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which that person served in any capacity at the request of the Corporation, by reason of the fact that he or she was a Director or Officer of the Corporation or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity.
- No indemnification shall be made to or on behalf of any person if a judgement or other final adjudication adverse to that person establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Furthermore, no indemnification pursuant to Section 1 hereof shall be made by the Corporation (i) if a final decision by a court having junction in the matter shall determine that such indemnification is not lawful, or (ii) with respect to any proceeding or settlement not authorized or consented to by the Corporation.
B. Continuation of Indemnity:
All agreements and obligations of the Corporation pursuant to this Article shall continue during the period the person is a Director or Officer of the Corporation (or serves any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity at the request of the Corporation) and shall continue thereafter so long as the person shall be subject to any possible claim or threatened, pending or complete action, suit or proceeding, whether civil, criminal, or investigative, by reason of the fact that the person was a Director or Officer of the Corporation or serving in any other capacity referred to herein.
C. Notification and Defense of Claim:
Promptly after receipt of notice of the commencement of any action, suit or proceeding, a person seeking indemnification pursuant to this Article shall notify the Corporation of the commencement thereof, but the omission so to notify the Corporation will not relieve it from any liability which it may have to the person otherwise than under this Article. The Corporation will be entitled to participate at its own expense in any such action, suit or proceeding as to which the person notifies the Corporation. Except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel satisfactory to the person seeking indemnification. After notice from the Corporation to that person of its election so to assume the defense thereof, the Corporation will not be liable to the person under this Article for any legal or other expenses subsequently incurred by the person in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The person seeking indemnification shall have the right to employ his or her counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of that person unless (A) the employment of such counsel has been authorized by the Corporation, (B) the person has reasonably concluded that there may be a conflict of interest between the Corporation and that person and the conduct of the defense of such action or (C) the Corporation shall not in fact have employed counsel to assume the defense of such action. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Corporation as to which a person seeking indemnification shall have made the conclusion provided in (B) of the preceding sentence.
D. Advancement and Repayment of Expenses:
All expenses reasonably incurred by a person entitled to indemnification under this Article in connection with a threatened or pending proceeding covered by this Article shall be promptly advanced or reimbursed by the Corporation upon receipt of written demand and an undertaking by that person to reimburse the Corporation for all reasonable expenses paid by the Corporation in defending the proceeding or advance to the person in accordance with the preceding section in the event and only to the extent that it shall be ultimately determined the person is not entitled to be indemnified by the Corporation for such expenses under the provisions of the New York Not–for-Profit Corporation Law, the Corporation’s Certificate of Incorporation or this Article.
E. Procedure for Indemnification:
The Board of Directors shall make the determinations with respect to indemnification pursuant to Section A of this Article in accordance with the requirements of New York Not-for-Profit Corporation Law.
F. Contractual Article:
This Article shall be deemed to constitute a contract between the Corporation and each person who may be entitled to indemnification hereunder, who serves in such capacity at any time this Article is in effect. No repeal or amendment of this Article shall reduce the indemnification of any person pursuant to this Article except with respect to events occurring 30 days thereafter provided that prior written notice of the repeal or amendment is given to that person. No amendment of the New York Nor-for Profit Corporation Law shall reduce the indemnification under this Article with respect to any event occurring or allegedly occurring prior to the effective date of such repeal or amendment.
G. Insurance:
The Corporation may purchase and maintain insurance to indemnify the Corporation and any person eligible to be indemnified under this Article within the limits permitted by law.
H. Non-exclusivity:
The indemnification provided by this Article shall not be exclusive of any other rights, which may be granted by or pursuant to any statue, corporate charter, By-law, resolution of members or Directors or agreement. To the full extent permitted by law, the Corporation is authorized to enter into agreement with any such person providing him or her additional rights to indemnification or advancement of expenses.
Article 21. MISCELLANEOUS:
A. Construction:
If there is a conflict between the provisions of the Certificate of Incorporation and these Bylaws, the provisions of the Certificate of Incorporation shall govern. All questions of government and procedure for which no provisions is made in the Certificate of Incorporation or in the Bylaws and not addressed in the New York Not-for-Profit Corporation Law shall be decided in accordance with Roberts Rules of Order, where applicable.
B. Reconciliation:
The masculine gender whenever used herein, shall include the feminine; the neuter shall include the masculine and feminine as necessary or appropriate.
Article 22. DISOLUTION:
In the event of the dissolution of the Corporation, all remaining property or assets of the Corporation shall, after necessary expenses thereof, be distributed to such organizations which shall qualify under Section 501(c) of the Internal Revenue Code of 1986, as amended, and regulations thereunder, or to another organization to be used in such manner as in the judgment of a Justice of the Supreme Court of the State of New York will best accomplish the general purposes for which the Corporation was formed.
