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BY-LAWS
OF
WESTCHESTER INFORMATION TECHNOLOGY
CLUSTER INC.
ARTICLE I - OFFICES
The principal office of the corporation
shall be in the County of Westchester, State of New York. The corporation
may also have offices at such other places both within and outside the
State of New York as the board of directors may from time to time
determine or the business of the corporation may require.
ARTICLE II - MEMBERS
1. CLASSES OF MEMBERSHIP
The corporation shall have three classes of membership.
(a)
Private Sector Membership. Private sector membership is limited to for-profit businesses that offer or sell primarily information technology products or services and whose principal place of business is physically located within Westchester County, New York. Each private sector member shall appoint one person as its representative to the corporation.(b)
Public Sector Membership. Westchester County shall be represented by the county’s Chief Information Officer and up to two representatives of the Westchester County Office of Economic Development. Each such representative shall be deemed to be a public sector member.(c) Associate Membership. Associate membership is limited to businesses and other organizations that support, sustain and contribute to the viability and growth of information technology businesses in Westchester County but are not in the business of offering or selling information technology products or services, and whose principal place of business is physically located within Westchester County. Associate members may include, without limitation, professional service firms and technical and educational institutions accredited by New York State Board of Regents. Each associate member shall appoint one person as its representative to the corporation. Associate membership in the corporation may not exceed 25% of the entire membership.
2. TERM OF MEMBERSHIP
Membership is annual and runs from the date each member joins. To renew its annual membership, each member must pay dues as established from time to time by the board of directors.
3. MEETINGS OF MEMBERS
(a) Annual meetings of the members shall be held during the last calendar quarter of each year at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which the members shall elect a board of directors and officers and transact such other business as may properly be brought before the meeting.
(b) Special meetings of the members, for any purpose or purposes, may be called by the Chairman of the Board or the President and shall be called by the Chairman of the Board or the President at the request in writing of a majority of the board of directors. Business transacted at any special meeting of members shall be limited to the purpose or purposes stated in the notice.
4. NOTICE OF MEMBERS’ MEETINGS
Notice of any meeting of the members shall be given by any means permitted by law to each member entitled to vote at such meeting at least ten days and not more than fifty days before the meeting. Notice of a meeting need not be given to any member who submits a signed and dated waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice, shall constitute a waiver of notice by such member.
5. QUORUM AND VOTE
(a) One third of all members shall constitute a quorum at a meeting of the members for the transaction of any business. If a quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting.
(b) Each member shall be entitled to one vote. All votes shall be taken by the membership as a whole, and not by class. Directors and officers shall be elected by plurality vote. Any other corporate action to be taken by vote of the members shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of members.
6. NOMINATION OF DIRECTORS AND OFFICERS
In the months preceding each annual meeting
of the members, a nominating committee appointed by the Chairman of the
Board or President shall propose to the board a new slate of directors and
officers to serve following such annual meeting. The board’s selection
of director and officer nominees shall be circulated to the members with
the notice of the annual meeting. No other nominee may be presented at the
annual meeting unless such nominee presents a written petition to the
Secretary, signed by at least ten members or member representatives, at
least sixty days before the annual meeting, in which event such nominee
shall be included in the notice of the annual meeting.
ARTICLE III - DIRECTORS
1. FUNCTION
The board of directors shall manage the business of the corporation.
2. NUMBER, QUALIFICATIONS AND TERM
The number of directors constituting the entire board shall be no less than nine and no more than twenty-five, as determined by the members at the annual or any special meeting. Each director shall be a member current in his or her dues or the representative of a member current in its dues. The board shall contain no more than two public sector members, and no more than twenty-five percent of the entire board may be associate members or the representatives of associate members. Directors shall serve one-year terms, and each director shall continue to serve until his or her successor has been elected and qualified.
3. REMOVAL OF DIRECTORS
Any or all of the directors may be removed with or without cause by majority vote of the members, or for cause by a vote of the directors only at a special meeting of the board called for that purpose.
4. VACANCIES
Vacancies may be filled by vote of a majority of the directors then in office regardless of their number. A director elected to fill a vacancy shall hold office until the next annual meeting and until his or her successor is elected and qualified.
5. NOTICE OF DIRECTORS’ MEETINGS
(a) Except as provided in Section 7 of this Article III, the first meeting of each newly elected board of directors shall be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.
(b) Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
(c) Special meetings of the board may be called by the Chairman of the Board or the President on three days’ notice to each director. Special meetings shall be called by the Chairman of the Board or the President on like notice to each director on the written request of three directors. The notice shall be given by electronic mail or any other means permitted by law.
6. QUORUM
Except as otherwise provided by law, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business and the vote of a majority of the directors present at the time of a vote, if a quorum is present, shall be the act of the board of directors.
7. WRITTEN CONSENT OF DIRECTORS
Any action required or permitted to be taken at any meeting of the board or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing.
8. MEETINGS BY CONFERENCE TELEPHONE
Members of the board or any committee
designated by the board may participate in a meeting of the board or any
committee by means of conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each
other. Participation by such means shall constitute presence in person at
the meeting.
ARTICLE IV - OFFICERS
1. OFFICERS
The officers of the corporation shall be a Chairman of the Board who shall be the Chief Information Officer of Westchester County, a President who shall be a private sector member or its representative and a member of the board, a Secretary, a Treasurer, such other officers as the board may determine in accordance with Section 6 of Article II or Section 2 of this Article IV and such Vice Presidents as the Chairman of the Board or the President may appoint pursuant to Section 4 of this Article IV. All officers shall be members or representatives of members; however no officer other than the Chairman of the Board and the President need be a director.
2. ELECTION
In addition to those officers elected by the members pursuant to Sections 3, 4, 5 and 6 of Article II and those appointed pursuant to Section 4 of this Article IV, the board may elect such officers as the board may determine from time to time.
3. TERM, REMOVAL AND VACANCIES
Each officer shall hold office for a term of one year and until his or her successor has been elected and qualified. The board may remove any officer with or without cause at any time, except that officers elected by the members may be removed with or without cause by majority vote of the members or for cause by a vote of the directors only at a special meeting of the board called for that purpose. If any office becomes vacant, the board may fill such office.
4. CHAIRMAN OF THE BOARD AND PRESIDENT
The Chairman of the Board and President shall, acting individually or together: (a) preside at all meetings of the members and board of directors; (b) appoint committees subject to approval of the board; (c) supervise the implementation of programs and initiatives; (d) serve as spokespersons for the corporation; (e) represent the corporation at hearings, conferences, and other events as required; (f) have the power to sign all agreements, contracts and any other documents of the corporation; and (g) have the power to appoint such number of vice presidents as they shall determine. In the event that the President is unable to complete his or her term, his position will be filled by a vote of the board, and no vice president will serve as acting President unless so determined by the board.
5. SECRETARY
The secretary shall: (a) attend all meetings of the members and directors; (b) keep the minutes of all meetings of the board of directors and of all meetings of the members in a book to be kept for that purpose; (c) give, or cause to be given, notice of all meetings of members and directors, (d) have custody of the corporate seal of the corporation and affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature, and (e) perform such other duties as the board of directors or the Chairman of the Board or the President may prescribe.
6. TREASURER
The treasurer shall: (a) have the custody
of all funds; (b) keep full and accurate accounts of receipts and
disbursements; (c) deposit all money and other valuables in the name and
to the credit of the corporation in such depositories as may be designated
by the board; (d) disburse the funds of the corporation as may be
authorized or directed by the board, keeping proper vouchers for such
disbursements; (e) render to the Chairman of the Board, the President and
the board of directors at the regular meetings of the board or whenever
they require it, an account of all his transactions as treasurer and of
the financial condition of the corporation, and (f) perform such other
duties as the board of directors or the Chairman of the Board or the
President may prescribe.
ARTICLE V – GENERAL PROVISIONS
1. FISCAL YEAR
The fiscal year of the corporation shall be the calendar year.
2. SIGNATURE ON CHECKS AND OTHER OBLIGATIONS
All checks or other obligations of the corporation shall be signed by such officer or officers or such other person or persons as the board may from time to time designate.
3. RULES
Meetings of members and directors shall be conducted in accordance with Robert’s Rules of Order unless otherwise determined by the chair of the meeting.
4. INDEMNIFICATION
The board of directors may authorize the corporation to defend and indemnify all persons serving, or who shall have served, as directors or officers of the corporation, from and against all claims, actions, proceedings judgments, expenses and liabilities of any kind arising by reason of the fact that such person is or was a director or officer of the corporation, to the full extent permitted by the laws of New York, and the corporation may advance such person’s related expenses to the full extent permitted by law.
5. AMENDMENTS
These by-laws may be amended or repealed, and new by-laws may be adopted, by the board of directors or by the members.