Article III: Membership Meetings

Section 1: An annual meeting of the voting members of NYSACAC shall be held each June during the NYSACAC Annual Conference at such time and place as fixed in advance by the Executive Board for the purpose of announcing officers and delegates (as defined herein) and transacting such other business as may properly come before the voting members. Written notice of the annual meeting shall fix the time and place of the meeting and, if deemed appropriate by the Board, the purpose or purposes thereof, and shall be given to each voting member, in the manner provided by these By-laws, at least thirty (30) but no more than fifty (50) days before such meeting. Notices to members shall be in writing and may be delivered personally, by regular mail, facsimile, or electronic communication, by leaving the notice at the residence or usual place of business of a member or by any other means or method permitted by the New York Not-for-Profit Corporation Law (the “N-PCL”).

Section 2: Special meetings of the voting members may be called by the Board or by the President or, at the written request of tenpercent (10%) or more of the voting members, shall be called by the President or Secretary of NYSACAC on behalf of the voting members. Written notice of each special meeting shall fix the time and place of the special meeting and the purpose or purposes thereof and shall be given to each voting member, in the manner provided by these By-laws, at least thirty (30) but no more than fifty (50) days before such meeting.

Section 3: At all meetings of the members, twenty percent (20%) of the total number of voting members in good standing, represented in person or by proxy, shall be necessary and sufficient to constitute a quorum for the transaction of business. Each voting member shall have one vote. A vote of the majority of the voting members, represented in person or by proxy, at any meeting at which a quorum is present, shall be the act of the voting members, except as otherwise provided by these By-laws or by law. Voting members may vote by proxy executed in writing or electronically by such members. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the voting member that executed it. Voting on all matters may be conducted by proxy. If a quorum is not present at any meeting, the voting members present at such meeting may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present.

Section 4:  The President shall preside at all meetings of the voting members. At any membership meeting, if the President or the person designated by the Board to preside at that meeting is not present, the President Elect shall act as the presiding officer for such meeting. If the person designated by the Boardto act as Secretary at that meeting is not present, the President shall appoint a Secretary for such meeting.