By-Laws

BY-LAWS OF THE EMERITUS CENTER OF THE STATE UNIVERSITY OF NEW YORK AT ALBANY

ARTICLE I ORGANIZATION

The name of the organization shall be The Emeritus Center of the State University of New York at Albany (“The Emeritus Center” for short).

ARTICLE II PURPOSE

The purpose of the Emeritus Center is to encourage Emeriti to continue research, teaching, and university service, with a strong sense of community.

ARTICLE III MEMBERSHIP

Membership in this organization shall be open to all persons granted Emeritus status by the State University of New York at Albany; or, on request, to Emeriti from any other State University of New York campus.

Honorary Membership: The Board may grant Honorary Membership to people who provide services to the Emeritus Center at the Board’s behest.

ARTICLE IV BOARD OF DIRECTORS

The business of this organization shall be managed by a Board of Directors consisting of a maximum of 13 members. The Directors shall serve for a term of 2 years. Officers shall by virtue of their office be members of the Board of Directors.

The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be convened by its President after due notice to all the Directors of such meeting.

A majority of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly.

Each Board member shall have one vote and such voting may not be done by proxy. All votes shall be by show of hands unless a majority of the Board elects another method.

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the term.

ARTICLE V OFFICERS

The officers of the organization shall be as follows:

President

Vice President

Treasurer

Secretary

Program Director

Communications Director

Hospitality Director

The Emeritus Center Board shall nominate and elect the officers of the organization.

The President shall preside at all meetings. S/he shall by virtue of her/his office be Chair of the Board of Directors. S/he shall present at each annual meeting of the organization an annual report of the work of the organization. S/he shall appoint all committees, temporary or permanent. S/he shall see that all books, reports and certificates are properly kept and filed.

The Vice President shall in the event of the absence or inability of the President to exercise her/his office, become Acting President of the organization with all the rights, privileges and powers as if s/he had been the duly elected President.

The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. S/he shall exercise all duties incident to the office of Treasurer.

The Secretary shall keep the minutes and records of the organization. It shall be her/his duty to file any certificate required by any statute, federal or state. S/he shall give and serve all notices to members of this organization as necessary. S/he shall keep full records of the Minutes of the organization. S/he shall present to the membership at any meetings any communication addressed to her/him as Secretary of the organization. S/he shall submit to the Board of Directors any communications which shall be addressed to her/him as Secretary of the organization. S/he shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.

The Program Director shall oversee, coordinate, and implement all the Emeritus Center Programs, in close consultation with Board members who, as a whole, function as the Program Committee.

The Communications Director shall advertise the Emeritus Centers’ activities, and place on the Emeritus Center’s web site relevant documents as requested by the Board. S/he shall maintain an automated directory of Emeriti’s email addresses. S/he shall advise Board members and Emeritus Center members in all aspects of computers and related technologies.

The Hospitality Director shall plan and arrange for seating and refreshments at Emeritus Center events.

No officer shall for reason of her/his office be entitled to receive any salary or compensation.

ARTICLE VI MEETINGS

At a minimum, one membership meeting of this organization shall be held annually. The Secretary shall send to all members, at their addresses as they appear in the membership list, a notice that includes the time and place of such annual meeting.

Regular meetings of the Board of Directors shall take place at a time and place determined by the Board.

Any member of the Board can request a special meeting of the Board for a specific purpose. Such a request must be made to the President in writing. The request shall state the reasons for the meeting and the business to be transacted. The President shall decide whether the matter is sufficiently urgent to call a special meeting. S/he shall decide on the date of the meeting. No other business may be transacted at such special meeting without the unanimous consent of all present.

ARTICLE VII VOTING

At all meetings, except for the election of Officers and Directors, all votes shall be by show of hands. The election of Directors (including Officers) shall be by secret ballot. All members may nominate or self-nominate Directors (including Officers). All motions will carry at a simple majority.

At any regular or special meeting, if a majority so requests, any question may be voted upon by secret ballot.

ARTICLE VIII ORDER OF BUSINESS

1. Approval of the Minutes of the preceding meeting.

2. Reports of Officers.

3. Reports of Committees.

5. Old and Unfinished Business.

6. New Business.

7. Adjournment.

ARTICLE IX COMMITTEES

All committees of this organization shall be appointed as needed by the President

ARTICLE X AMENDMENTS

These By-Laws may be altered, amended, repealed or added to by the Board of Directors.

END OF TEXT

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These By-Laws were first approved by the Emeritus Board of Directors on March 30, 2007. They were first amended on April 3, 2008, then on October 6, 2009, and again ( Article III) on September 25, 2012. The present document was sent to the Board Members by Ray Ortali as an email dated October 2, 2012 at 1:34 pm

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