The document below shows the new Society By-Laws, which were accepted by members at the January, 2007 meeting of the Society.
The name of the Society is The New York Map Society.
The purposes of the Society are to support and encourage the study and preservation of maps and related materials. The Society serves as a community-based organization to participate and inform the public about map-related events.
SECTION 1. CLASSES OF MEMBER. The Society shall have one class of members, who shall be those persons who have paid their dues.
SECTION 2. VOTING RIGHTS. Each member shall be entitled to one vote on each matter submitted to a vote of the members.
SECTION 3. RESIGNATION. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
SECTION 4. GUESTS. Guests of members may attend all meetings of the Society, but shall have no vote unless they become dues-paying members.
SECTION 5. NEW MEMBER. Upon becoming a member, a new member shall file with the Secretary adequate information for communication which will be exclusively by e-mail.
SECTION 1. ANNUAL MEETING. An annual meeting of the members shall be held during the month of January in each year for the purpose of electing officers and for the transaction of such other business as may come before the meeting. If the annual meeting shall not be held on the day designated therein, the Board of Directors shall cause the election to be held at a special meeting of the members called as soon thereafter as is convenient.
SECTION 2. SPECIAL MEETING. Special meeting of the members may be called either by the President, the Board of Directors, or not less than one-fifth of the members whose dues are current.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate any place, but primarily at the New York Public Library, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.
SECTION 4. NOTICE OF MEETINGS. Notice stating the place, date and hour of any meeting, of members shall be delivered by e-mail to all members and will be posted on the Society web site. The notice shall be sent to the e-mail address registered with the Secretary pursuant to Article III section 5 of these bylaws. Before the meeting may proceed, the person(s) sending the notices shall present to those present, in writing, a statement that they have complied with this section and how they complied.
SECTION 5. QUORUM. One-seventh of the members shall constitute a quorum at any meeting of the members. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
SECTION 6. ELECTRONIC ATTENDANCE. When the appropriate technology becomes available, members may attend a meeting by electronic means whereby they may see and/or hear the activities of the meeting and talk and thus be verbally part of the same.
SECTION 1. GENERAL POWERS. The affairs of the Society shall be managed by its Board of Directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors shall be as fixed by the Board of Directors. Each Director shall hold office until the next annual meeting of members. Directors must be members of the Society.
SECTION 3. ELECTION OF DIRECTORS. The board of Directors shall consist of five members and be composed of the elected officers of the Society and one additional person appointed by the President.
SECTION 4. MEETING. Meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board may fix any place within the New York Metropolitan area and any time for holding any special meeting of the Board called by them.
SECTION 5. NOTICE. Notice stating the place, day and hour of any meeting, of the Board of Directors shall be delivered, by e-mail to all members of the Board. The notice shall be sent to the last e-mail address registered with the Secretary pursuant to Article III section 5 of these bylaws. Before the meeting may proceed, the person(s) sending the notices shall present to those present, in writing, a statement that they have complied with this section and how they complied.
SECTION 6. QUORUM. Three members of the Board of Directors shall constitute a quorum for transaction of business at any Board meeting provided that if less than three members are present at said meeting whether personally or pursuant to section 10 below, the meeting shall be adjourned from time to time with notice to all memebers of the Board.
SECTION 7. MANNER OF ACTING. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
SECTION 8. VACANCIES. Any vacancy occurring in the Board of Directors or any directorship may be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
SECTION 9. COMPENSATION. Directors shall receive no compensation from the Society.
SECTION 10. SPECIAL VOTING. Directors shall have the right to vote at any meeting of the Board of Directors by telephone or other similar mechanical device, whereby they may be able to hear the activities of the meeting and talk and thus be verbally part of the same.
SECTION 11. UNANIMOUS CONSENT. If all of the Directors shall severally or collectively consent in writing to any action to be taken by the Directors, such action shall be as valid corporate action as though it had been authorized at a meeting of the Board of Directors.
SECTION 1. OFFICERS. The elected officers of the Society shall be a President, a Vice-President, a Secretary and a Treasurer. The Board of Directors may elect or appoint such other officers, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors.
SECTION 2. ELECTION AND TERM OF OFFICE. The elected officers of the Society shall be elected annually by the members at the regular annual meeting of the members. Vacancies may be filled at any meeting of the Board of Directors. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified.
SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Society would be served thereby.
SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal disqualification or otherwise may be filled by the Board of Directors of the unexpired portion of the term.
SECTION 5. PRESIDENT. The President shall be the principal executive officer of the Society and shall in general supervise and control all of the business and affairs of the Society. He/She shall preside at all meeting of the members and of the Board of Directors. He shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
SECTION 6. VICE-PRESIDENT. In the absence of the President or in the event of his/her inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall in general perform all the duties incident to the office of Vice-President and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
SECTION 7. SECRETARY. The Secretary shall keep the minutes of the meeting of the members and the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provision of this constitution; be custodian of the records of the Society keep a register of the postal and e-mail address of each member which shall be furnished to the Secretary by such member, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
SECTION 8. TREASURER. The Treasurer shall have charge and custody of and be responsible for all funds of the Society; receive and give receipts for moneys due and payable to the Society from any source whatsoever, and deposit all such moneys in the name of the Society in such banks as shall be selected in accordance with the provisions of Article VIII; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
SECTION 1. COMMITTEES OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Society.
SECTION 2. OTHER COMMITTEES. Other committees not having and exercising the authority of the Board of Directors in the management of the Society may be designated by the President, and shall consist of 2 or more Directors or members.
SECTION 3 TERM OF OFFICE. Each member of a committee shall continue as such until the next annual meeting of the members of the Society and until his/her successor is appointed unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
SECTION 4. CHAIRPERSON. One member of each committee shall be appointed chairperson.
SECTION 5. VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
SECTION 6. QUORUM. A majority of the members of a committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 1. CONTRACTS. The Board of Directors may authorize the President and the Treasurer to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Society. A contract or other transaction between the Society and one or more of its Directors or officers shall not be void or voidable solely because of such fact as long as the same shall be approved by the Board of Directors and they are satisfied that such contract or other transaction is fair and reasonable to this Society, and the material facts as to the contract or transaction are disclosed or known to the Board, and its approval of such contract or transaction is by vote sufficient for such purpose without counting the vote of any such interested directors.
SECTION 2. BANK ACCOUNT. The President and the Treasurer shall have the power to open and close checking and savings accounts at such banks as the Board of Directors may authorize. All checks, drafts, or other orders for the payment of money shall be signed by the Treasurer. All funds of the Society shall be deposited from time to time to the credit of the Society in the accounts maintained by the Society.
SECTION 3. GIFTS. The Board of Directors may accept on behalf of the Society any gift, contribution, bequest, or devise for the general purposes or for any special purpose of the Society.
The Board of Directors may provide for the issuance of certificates evidencing membership in the Society which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President and by the Secretary.
The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep a record giving the names and postal and e-mail addresses of the members entitled to vote. All books and records of the Society may be inspected by any member for any proper purpose at any reasonable time.
The fiscal year of the Society shall begin on the first day of January and end on the last day of December in each year.
SECTION 1. ANNUAL DUES. Annual dues shall be fixed in the amount of twenty Dollars ($20) per year.
SECTION 2. DEFAULT AND TERMINATION OF MEMBERSHIP. When any member shall be in default in the payment of dues for a period of three (3) months from the beginning of the period for which such dues become payable, his/her membership shall be terminated.
These by-laws may be altered, amended or repealed by a majority of the members present at any regular meeting or special meeting of members, provided that the written notice of the meeting gives notice of the intention to alter, amend or repeal these by-laws at such meeting.