Section I. Meetings of the Association shall be held on the 2nd Thursday of every month except July and August, for the transaction of business connected with the Association. The Annual meeting shall be held on the 2nd Thursday of December. Should the day appointed for any meeting fall on a legal holiday, the meeting shall be held on a date set by the President and all Members shall be notified of the change.

The President shall, at the request of the Board of Directors or the written request of thirteen (13) Regular Members call a special meeting, which only Regular Members shall attend and at which no business shall be transacted but that which is stated in the call. Such special meeting shall be called in an expeditious manner and shall whenever possible, be held at the usual meeting place of the Association.

Section 2. At all meetings for the transaction of business, twenty five (25) regular members shall form a quorum. The order of dress at all meetings, except committee meetings held outside the regular meeting place of the Association, shall be the accepted corporate business attire normally used in the City of New York, specifically dress jackets, slacks and traditional ties. The presiding officer shall have discretion to authorize the removal of jackets if conditions so warrant. No variation or combinations of what is considered to be casual attire in the corporate circles of the City of New York will be allowed. Members or Guests not properly attired, as stated herein, shall be barred from entry to the meeting place of the Association.

Section 3. The regular monthly meeting, special meetings, adjourned meetings, and the Annual Meeting shall be convened at 7:30 o’clock P.M. A timely notice of at least three (3) days shall be sent to all members.

Section 4. No person, other than Regular members, Life members, Associate members (regular meetings only) and honorary members (regular meetings only), may attend meetings of the Association without the express, advance, permission of the President.

Section 1. The Officers of the Association shall consist of a President, who shall be styled “Mr. /Madame President.” “Vice President, Treasurer, Financial Secretary and Secretary”.

The President shall, at the request of the Board of Directors or the written request of thirteen (13) Regular Members call a special meeting, which only Regular Members shall attend and at which no business shall be transacted but that which is stated in the call. Such special meeting shall be called in an expeditious manner and shall whenever possible, be held at the usual meeting place of the Association.

Section 2. At all meetings for the transaction of business, twenty five (25) regular members shall form a quorum. The order of dress at all meetings, except committee meetings held outside the regular meeting place of the Association, shall be the accepted corporate business attire normally used in the City of New York, specifically dress jackets, slacks and traditional ties. The presiding officer shall have discretion to authorize the removal of jackets if conditions so warrant. No variation or combinations of what is considered to be casual attire in the corporate circles of the City of New York will be allowed. Members or Guests not properly attired, as stated herein, shall be barred from entry to the meeting place of the Association.

Section 3. The regular monthly meeting, special meetings, adjourned meetings, and the Annual Meeting shall be convened at 7:30 o’clock P.M. A timely notice of at least three (3) days shall be sent to all members.

Section 4. No person, other than Regular members, Life members, Associate members (regular meetings only) and honorary members (regular meetings only), may attend meetings of the Association without the express, advance, permission of the President.

Section 1. Officers shall be nominated each year from the regular members in good standing present at the meeting in April and elected by a majority vote of the regular members in good standing present at the meeting in May of that same year. The elections shall be conducted by ballot, either paper or machine and shall proceed in the following order:

∙ President

∙ Vice President

∙ Treasurer

∙ Financial Secretary

∙ Recording Secretary

Section 2. No member shall serve in an elected position if he/she is serving in an elected position of other club or association. No member shall be elected to more than one (1) office, and no office shall be balloted for more than once at any single meeting, except in cases where no candidate received a majority vote.

Section 3. The candidate receiving the greatest number of votes shall be declared elected.

Section 4. Should a vacancy occur in any elective office, including the Board of Directors, the Association shall fill the un-expired term by first posting it in the monthly Bulletin and then at the meeting following this, accept nominations, then at the following meeting after all candidates’ names have been posted in the Bulletin, hold election for this position.

Section 5. No member shall be elected an officer in the Association unless he/she has been in full membership for twelve (12) months and is at the time of his/her nomination an active Manager.

Section 6. The officers shall be elected to serve one (1) year from date of installation, or until their successors are installed. The President and/or Vice-President cannot be elected to the same office for more than two (2) years in succession. The Treasurer, Financial Secretary and the Secretary cannot be elected to the same office for more than six (6) years in succession.

Section 7. The officers-elect shall enter upon their duties at the first meeting in June.

Section 8. The Secretary shall prepare proper ballots containing the names of the offices to be filled and the list of nominees for each office. The ballot shall be so prepared that there shall be sufficient blank spaces for as many candidates as there may be for each office to be filled. Election shall be by a ballot of all the active members present in good standing, the balloting to be supervised by at least three (3) tellers appointed by the President.

Section 9. Any Elective Officer or Director who discontinues his/her position as Manager while holding office, to take a position other than Building Manager, shall terminate his/her elective office on a date not later than the first meeting following his/her change of position or at the discretion of the Board of Directors. He/She or they shall not be eligible for nomination to any elective office until he/she or they are again employed as an active Manager.

Section 1. It shall be the duty of the President to preside at all meetings of the Association and Board of Directors: to preserve order and decide upon points of order; to inspect and announce all voting’s and balloting’s of the Association. The President may at his/her discretion change the Order of Business at any given meeting providing such change does not delete or suppress any Committee report.

Section 2. The President shall be ex-officio a member of all committees. He/she shall also have the right at all times to supervise the labors and books of all officers and committees of the Association, and on observing any neglect or deficiency it shall be his/her imperative duty to report the same to the Association at its next meeting.

Section 3. The President and all Officers shall be incorporated into and covered by the Associations Officers and Directors Insurance Policy, also known as Directors and Officers Liability Insurance.

Section 1. It shall be the duty of the Vice President to assist the President of the Association, in whatever manner the President may require, to insure the smooth operation of the Association, preserve order and promote harmony within and the well being of the Association. It shall be the further duty of the Vice President to discharge the duties of the President in the absence of the latter.

Section 2. The Vice President and all Officers shall be incorporated into and covered by the Associations Officers and Directors Insurance Policy, also known as Directors and Officers Liability Insurance.

Section 1. The Treasurer shall have the custody of the funds of the Association and shall deposit them in the name of the Association in such bank or trust company, as the Board of Directors shall designate. He/She shall receive all funds of the Association from the Financial Secretary, giving his/her receipt for the same, in the name of the Association; he/she shall pay all accounts or debts which shall have been legally contracted in accordance with these By-Laws and approved by the Association, and approved and endorsed for payment by the Finance Committee; keep a record account of the receipts and disbursements, file his/ her vouchers and report at the meetings of the Association the amount of expenses, and the funds in his/her vouchers, and report at the meetings of the Association the amount of expenses, and the funds in his/her hands, and submit his/her accounts to the Audit Committee for inspection annually, or whenever the Association or Board of Directors may direct. No records shall be kept in loose-leaf books.

Section 2. The Treasurer shall have the custody of all documentary papers during his/her term of office. He/She shall keep same in a suitable Safe Deposit Box, provided by the Association, and at the expiration of his/her term surrender them to his/her successor.

Section 3. Access to the Safe Deposit Box shall be by the Treasurer and President or the Treasurer and Vice President or the President and Vice-President together.

Section 4. The Treasurer and all Officers shall be incorporated into and covered by the Associations Officers and Directors Insurance Policy, also known as Directors and Officers Liability Insurance.

Section 5. When duly called for by the President with the consent of the Board of Directors, he/she shall deliver up all monies, books, papers, etc., to the Association or to his/her successor in office.

Section 1. It shall be the duty of the Financial Secretary to keep a correct account of each member’s indebtedness, and to collect all monies due to the Association. He/She shall pay the said collection to the Treasurer at the end of each meeting of the Association, whose receipt therefore shall be a sufficient voucher. He/She shall furnish the Secretary with a list of members in arrears in their dues, or money (Art. XXIV), and read the same at the first meetings of the Association held in April and October, and submit his/her accounts to the Audit Committee for inspection annually or whenever the Association or Board of Directors may direct. No records shall be kept in loose-leaf books and all records shall be permanent.

Section 2. He/She shall tender the official receipt of the Association upon the payment of proposal fees, members’ dues and collections from committees.

Section 3. He/She shall furnish the President with a report of the total sum of his/her collections at each meeting of the Association for insertion in the minutes; and also at the first meeting of the Association in April present a balance sheet, showing the state of each member’s account.

Section 4. The Financial Secretary and all Officers shall be incorporated into and covered by the Associations Officers and Directors Insurance Policy, also known as Directors and Officers Liability Insurance.

Section 5. When duly called for by the President with the consent of the Board of Directors, he/she shall deliver up all monies, books, papers, etc., to the Association or to his/her successor in office.

Article IX-Duties of the Secretary

Section 1. The Secretary shall keep a record of all meetings of the Association and of the Board of Directors and all minutes of such meetings shall be approved by the President and Secretary. He/She shall serve all notices as required by the By-Laws and by the President. He/She shall read the minutes of the previous meetings of the Association and the Board of Directors for approval; record the reports of the various committees. He/She shall notify the officers and committee chairpersons of all matters referred to them by the body at large.

Section 2. When duly called for by the President with the consent of the Board of Directors, he/she shall deliver up all monies, books, papers, etc., to the Association or to his/her successor in office.

Section 3. He/she shall have the custody of the By-Laws and Corporate Seal of the Association. All meeting minutes and By-Law amendments as well as all pertinent documents, records and ledger information must be permanently recorded and affixed into hardbound ledger books.

Section 4. He/She shall attest and affix the Corporate Seal to all instruments in writing when so directed by the Association.

Section 5. The Secretary will work in conjunction with the Financial Secretary, to ensure that all Member(s) dues are paid on time.

Section 6. The Secretary and all Officers shall be incorporated into and covered by the Associations Officers and Directors Insurance Policy, also known as Directors and Officers Liability Insurance.

Section 1. All Committee Chairpersons shall be appointed by the President. However, the President may not appoint as Committee Chairperson any member who has permanently discontinued his/her position as a Building Manager. Except for Past Presidents and- Life- Members.

Section 2. All members are eligible to serve as a Committee member from the time of initiation except the Grand Ball Committee where a six (6) month waiting period will be required.

Section 3. The Chairperson on each committee may attend the meetings of the Board of Directors at the discretion of the President, and shall have the privilege of discussion upon all matters coming before the Board of Directors pertaining to the work of his/her committee. He/ She shall also report at the meetings of the Association.

Section 4. Any member of a committee absenting himself/herself from its meetings for three (3) successive occasions without satisfactory cause, shall be held to have vacated his/her position, and any member of the committee shall report the same to the President without fail, and the duty of the President shall be to fill the vacancy at the first meeting of the Association in the manner already detailed by this Article. A timely notice of at least three (3) days shall be sent to each member serving on a committee

Section 5. Each Committee shall act subject to the approval of the Association; keep minutes of all their meetings and records of all monies received or expended on behalf of the Association properly recorded in books. Said records shall be made available for review by the President, the Directors and / or the Audit Committee on demand. No records shall be kept in loose-leaf books and each committee shall report on its activities, to the regular membership at each regular membership meeting.

Section 6. The members who are to serve on each Committee shall be chosen by the duly appointed Chairperson, subject to the approval of the President and the fulfilling by each Committee member of the Requirements of Article X.

Section 1. The Board of Directors shall consist of the President, Vice-President, Treasurer, Financial Secretary, Secretary, nineteen (19) members of the Association and all the Past Presidents of the Association in good standing.

Section 2. The President, Vice-President, Treasurer, Financial Secretary and Secretary shall be Directors during their respective terms of office, and 7 of the remaining 19 members of the Board of Directors shall be elected annually, six for a term of 3 years and 1 for a term of 1 year, or until their successors shall have been elected.

Nominations for election as a Director of the Association shall be made from the members present at the first meeting in April of each year, and election shall be by majority vote of the members present at the meeting in May of each year.

Section 3. If a member who is already a Director of the Association be elected an officer, his/her directorship shall immediately expire and the Association shall elect a member in good standing as per the By-Laws to fill the un-expired term by first posting it in the monthly Bulletin and then at the meeting following this accept nominations, then at the following meeting after all candidates names have been posted in the Bulletin hold election for this position.

Section 4. The Board of Directors shall meet four (4) or more times each year or at the call of the President, and report all their proceedings for the approval of the Association at its next meeting. Eight (8) members shall form a quorum. A majority vote shall decide all questions to be determined by the Board.

Section 5. Any elected member of the Board of Directors who shall be absent himself/herself from three (3) consecutive meetings of the Board of Directors without satisfactory cause may be dropped as a member of the Board and his/her office declared vacant and his/her successor elected for the balance of his/her term by the Association at its next meeting. A Past President who voluntarily resigns from the Association and/or the Board of Directors may not be replaced or re-instated should he/she again become a member of the Association, except should he/she become an elected member of the Board.

Section 6. Any active regular member, except as noted in these By-Laws, in good standing for a period of not less than one (1) year shall be eligible for nomination and election to the Board of Directors. A vacancy on the Board of Directors shall be filled by majority vote of the regular members in good standing present as per the By-Laws. Article XI Section #3 above.

Section 7. All matters that may come up within the body of the Association that may require special investigation shall be referred to the Board of Directors and submitted at the next meeting of the Association for final action.

Section 8. The Secretary shall record all members present, excused and absent as the case may be, at all meetings of the Board of Directors. A timely notice of at least three (3) days shall be sent to each member.

In order that the Associate Members may have adequate representation and voice in the affairs of the Association, there shall be one seat on the Board of Directors for a representative of the Associate Membership.

It will be the duty of the Vice President of the Association to coordinate the nomination and election process among the Associate Membership so that the Associate Representative may be installed in June along with the rest of the Board of Directors.

The Associate Representative shall serve for a term of one year. If, in the opinion of the Associate Membership, a longer term is advisable, they may, by a 2/3 majority, request that the Board allow a longer term. The maximum term permitted will be 3 years. Such a request, when and if properly made, shall cause the amendment of this section.

The Associate Representative shall be bound by all the rules and regulations of the Association, the Board of Directors, and especially sections 4 and 5 of Article Xi of the By-Laws; except that vacancies of the Associate seat shall be filled by vote of the Associate membership as soon as the associates can convene for this purpose.

Section 1. The Finance Committee shall consist of five (5) members. The President shall appoint the Chairperson and the Chairperson shall select two members from the Board of Directors and two members from the Regular Membership.

Section 2. The duties of the Committee shall be to examine and if correct to approve in writing all bills presented for payment. No bill shall be paid or money expended unless the Association first authorized the creation of such debt and unless such bill was approved by at least two members of the Finance Committee.

Section 1. The Property Committee shall consist of three (3) members. The Chairperson of this committee shall be appointed by the President from the Board of Directors.

Section 2. Their duties shall be to take care of all property, which may be entrusted to them by the Board of Directors and the Association.

Section 3. The Committee shall report monthly to the Association and shall give a semi-annual report in writing at the first meeting in June and December.

Section 4. At the expiration of their term of office the members of the Committee shall surrender to the Association, or to their successors, all the properties entrusted to them.

Section 1. A Membership Committee of not more than then (10) members shall be appointed at the first meeting in June. It shall be their duty to inquire as to the eligibility of all candidates for membership, explain to them the objectives of the Association as set forth in its charter, and require an expression of their full concurrence in the same, inquire of their reference as to their character and report at the next meeting of the Association. The Chairperson of this committee shall be empowered to call other members to assist him/her when deemed necessary.

Section 1. The Sickness and Distress Committee shall consist of not more than then (10) members, nine of who shall be appointed at the first meeting in June, and the Vice-President, who, by virtue of his/her office, shall be Chairperson of the Committee.

Section 2. Their duties shall be to visit members in sickness and/or distress with authority to extend to them monetary relief, if necessary in an amount not to exceed Five Hundred ($500.00) Dollars and to report all such expenditures to the Association at its next meeting.

Section 3. All applications for aid shall be brought before the Association and reported at the next meeting.

Section 1. The Audit Committee shall consist of five (5) regular members. The Chairperson shall be appointed annually by the President, and shall select one Past President, other than the Past President whose administration is being audited, and three regular members. No member of this Committee shall be serving elected officer or member of the Board of Directors.

Section 2. The duties of the Audit Committee shall be to audit all of the books and accounts of the Association and of all the committees, vouchers, or other evidence of payments made by officers, committees or the Association, and to certify that all expenditures were made in accordance with the authorization of the Association and were approved in writing by the Finance Committee before payment. The Audit Committee may whenever it so desires, examine all books and papers in the possession of the Secretary, Treasurer, Financial Secretary, and all Committees for the purpose of determining whether all expenditures were properly made in accordance with these By-Laws.

Section 3. The Audit Committee shall make an audit, examination and investigation of all expenditures, books and accounts at least once each year and shall make written reports thereof at the Association meeting in June of each year. The Annual Report of the Audit Committee for the calendar fiscal year shall be reported to and printed by the Association and a copy thereof shall be mailed to each member of the Association.

Section 4. Any member of the Audit Committee absenting himself/herself from two (2) consecutive meetings of the Committee shall be subject to removal by the President and his/her vacancy filled by an appointee of the President for such member’s un-expired term.

Section 5. The Audit Committee may, with the approval of the Association upon the recommendation of the Board of Directors, retain an auditor or accountant for the purpose of aiding the Committee in its work. The salary of such auditor or accountant shall be, as the Association shall determine.

No real estate or investments owned by the Association shall be transferred, exchanged or mortgaged, except by a two-thirds vote of the members present at any meeting, and of which proposed action notice of three (3) days has been given in the call for said meeting of the Association.

The funds of the Association shall be derived from the following sources: Initiation fees, dues, sale of tickets to annual celebration, or from any ball, lecture, concert, excursion or other gathering given under the auspices of the Association, from publications or other mediums of exchanging ideas of interest to managers or in the course of promulgating the ideals and principles of this Association, from bequests or voluntary contributions from members or friends.

Section 1. The funds of the Association shall be appropriated for the following purposes: all necessary expenses in connection with the Association or any meeting or public gathering authorized by the Association, for charity, salaries and any and all other charges permitted by these By-Laws.

Section 2. The funds of the Association shall be paid out in the following manner:

(a) The creation of the debt for which any expenditures is to be made, must first be submitted to and approved by the Association.

(b) The bill for such debt by the Association must first be submitted to and approved in writing by at least two (2) members of the Finance Committee, whose duty it shall be to see that the debt was incurred in accordance with the approval of the Association.

(c) The Treasurer shall then pay the same and take a receipt therefore.

Section 3. Seven percent (7%) of the profits from each social function of the Association shall be set aside to provide a fund to be disbursed among sick and distressed members, upon the recommendations of the Sickness and Distress Committee. The maximum amount of this fund shall be Twenty Five Hundred Dollars ($2,500.00). After this maximum has been reached, no further profits shall be added to this fund until the amount thereof has been reduced to a sum of Fifteen Hundred Dollars ($1,500.00) as of June 30th of each year. When the said fund shall have been reduced to the aforesaid minimum amount, profits shall again be added to it until the maximum amount shall be reached.

Section 4. Not more than Five Hundred Dollars ($500.00) shall be appropriated at any meeting for any single purpose, without notice of such proposed appropriation having been given to the members in the notice of said meeting.

Section 5. The Secretary shall be permitted to draw from the Treasurer a sum of Twenty-Five Dollars ($25.00) for incidental expenses, which may be renewed when necessary.

There shall be four (4) classes of members: (1) Regular Members; (2) Honorary Members; (3) Associate Members; (4) Life Members.

Section 1.        To be eligible for candidacy as a Regular Member of the Association, the applicant must meet the following criteria:  (a) he or she must be presently Working, and must have been Working continuously for the six (6) months prior to application; and (b) he or she must be of good moral character, as determined by the Membership Committee.

                        The mechanics of application to become a Regular Member are as follows:  The applicant shall submit a signed application (in the form established by the Association) and an initiation fee (in an amount established by the Association from time to time).  The application shall identify three references who can testify to the character of the applicant.  Upon receipt of an application, the Association shall refer the matter to the Membership Committee, which shall investigate and determine the applicant’s eligibility for candidacy as a Regular Member. 

                        If the Membership Committee makes a favorable determination, the matter shall be referred to the Association for a ballot vote to determine by majority vote whether to elect or not to elect the candidate as a Regular Member.

                        If the Membership Committee makes an unfavorable determination based on the moral character requirement, the application shall be rejected and the application fee shall be returned to the applicant.  If the Membership Committee makes an unfavorable determination based on the Working requirement, the application shall be referred to the Board of Directors for reconsideration, and if the Board makes a favorable determination, the matter shall be referred to the Association for a ballot vote to determine by majority vote whether to elect or not to elect the candidate as a Regular Member.

                        In the event the Association by vote rejects the candidate, the application shall be rejected and the application fees returned to the applicant, who may not then reapply for membership in the Association until six (6) months have elapsed since the date of rejection.  Upon a second rejection, the applicant may no longer apply to become a Member of the Association.

Section 2.        Upon approval of a candidate, the application fee shall be applied to the dues payment for the month in which the candidate was approved.  The newly elected Regular Member shall then and there pay the dues owing, pro rated for the balance of the year.  The newly elected Regular Member shall then and there sign the Bylaws, and his or her name shall be recorded in the membership rolls of the Association. 

Section 3.        All Regular Members are entitled to the privileges and are bound by the obligations specifically applicable to them that are contained in these Bylaws.  All Regular Members shall notify in writing the Secretary of the Association in the event of a change of address.

Section 4.        Regular Members may vote at all meetings of the Association.

Section 1.        Honorary Membership may be acquired by a person who is not Working upon a majority vote of the Regular Members and Life Members present at a Regular Meeting after the applicant has been approved by a three-fourths (3/4) vote of the Board of Directors.

Section 2.        Honorary Members may not vote, hold office, or serve on the Board of Directors.  All Honorary Members are entitled to the privileges and are bound by the obligations specifically applicable to them that are contained in these Bylaws.  All Honorary Members shall notify in writing the Secretary of the Association in the event of a change of address.

Section 3.        Honorary Members shall have the right to discuss any matter pertaining to the Association when called upon by the President.

Section 1.        Subject to the limitation contained in Section 6 of this Article XXIII, Associate Membership may be acquired only upon written application by a principal of a firm engaged in a trade or occupation having connection with or incident to the operations of a building or buildings (a “Related Trade”).  Application and voting thereon shall be as follows:

                        To be eligible for candidacy as an Associate Member of the Association, the applicant must meet the following criteria:  (a) he or she must be presently working in a Related Trade, and must have been working in a Related Trade continuously for the six (6) months prior to application; and (b) he or she must be of good moral character, as determined by the Membership Committee.

                        The applicant shall submit a signed application (in the form established by the Association) and an initiation fee (in an amount established by the Association from time to time).  The application shall identify three references who can testify to the character of the applicant.  Upon receipt of an application, the Association shall refer the matter to the Membership Committee, who shall investigate and determine the applicant’s eligibility for candidacy as an Associate Member. 

                        If the Membership Committee makes a favorable determination, the matter shall be referred to the Association for a ballot vote to determine by majority vote whether to elect or not to elect the candidate as an Associate Member.

                        If the Membership Committee makes an unfavorable determination based on the moral character requirement, the application shall be rejected and the application fee shall be returned to the applicant.  If the Membership Committee makes an unfavorable determination based on the working in a Related Trade requirement, the application shall be referred to the Board of Directors for reconsideration, and if the Board makes a favorable determination, the matter shall be referred to the Association for a ballot vote to determine by majority vote whether to elect or not to elect the candidate as an Associate Member.

                        In the event the Association by vote rejects the candidate, the application shall be rejected and the application fees returned to the applicant, who may not then reapply for membership in the Association until six (6) months have elapsed since the date of rejection.  Upon a second rejection, the applicant may no longer apply to become a Member of the Association.

Section 2.        Upon approval of a candidate, the application fee shall be applied to the dues payment for the month in which the candidate was approved.  The newly elected Associate Member shall then and there pay the dues owing, pro rated for the balance of the year.  The newly elected Associate Member shall then and there sign the Bylaws, and his or her name shall be recorded in the membership rolls of the Association. 

Section 3.        Associate Members may not vote, hold office, or serve on the Board of Directors.  All Associate Members are entitled to the privileges and are bound by the obligations specifically applicable to them that are contained in these Bylaws.  All Associate Members shall notify in writing the Secretary of the Association in the event of a change of address.

Section 4.        Associate Memberships are revocable at any time by a two-thirds (2/3) vote of the combined Regular Members in Good Standing and Life Members in Good Standing present at any Regular Meeting.  The sole obligation of the Association upon revocation of an Associate Membership shall be the return of the pro rated portion of the Associate Member’s dues for any period beyond the date of revocation.

Section 5.        Associate Members shall have the right to discuss any matter pertaining to the Association when called upon by the President.

Section 6.        No application for Associate Membership shall be accepted if election of an Associate Member would create a membership ratio greater than one (1) Associate Member for every six (6) Regular Members (i.e., greater than 16.67%).

Section 1.        Other than as provided in Section 4 of this Article XXIIIA, Life Membership may be acquired by a person upon a majority vote of the Regular Members in Good Standing and Life Members in Good Standing who are present at a Regular Meeting, after the applicant has been approved by a three-fourths (3/4) vote of the Board of Directors, provided that the applicant has been a Regular Member for twenty (20) continuous years.

Section 2.        All Life Members are entitled to the privileges and are bound by the obligations specifically applicable to them that are contained in these Bylaws.  All Life Members shall notify in writing the Secretary of the Association in the event of a change of address.

Section 3.        No Life Member shall be obligated to pay Association dues.

Section 4.        A Past President of the Association shall automatically become a Life Member upon the Installation of his or her successor to the office of President.

Section 1.        Other than as provided in Section 4 of this Article XXIIIA, Life Membership may be acquired by a person upon a majority vote of the Regular Members in Good Standing and Life Members in Good Standing who are present at a Regular Meeting, after the applicant has been approved by a three-fourths (3/4) vote of the Board of Directors, provided that the applicant has been a Regular Member for twenty (20) continuous years.

Section 2.        All Life Members are entitled to the privileges and are bound by the obligations specifically applicable to them that are contained in these Bylaws.  All Life Members shall notify in writing the Secretary of the Association in the event of a change of address.

Section 3.        No Life Member shall be obligated to pay Association dues.

Section 4.        A Past President of the Association shall automatically become a Life Member upon the Installation of his or her successor to the office of President.

Any former Member of the Association who was dropped from membership under Article XXIV of these By Laws, or who ceased being a Member due to resignation, may be reinstated to membership on the following terms:  The former member must reapply, and pay a reinstatement fee (in an amount determined by the Association from time to time) together with any other indebtedness owed by the former member, including (in the case of Article XXIV dropped former Members) one (1) year of past dues.  Upon payment, a three-fourths vote of the Regular Members and Life Members present at a Regular Meeting shall result in the reinstatement of the former Member.  If rejected, the reinstatement fee shall be returned to the former Member, who shall not then be eligible to apply for reinstatement until six (6) months have elapsed after the vote.

Section 1. When a Member desires to withdraw from the Association, he/she shall signify the same in a regular meeting, personally or in writing, and if clear on the books and free from pending charges he/she shall be entitled to a card of clearance.

Section 1.        On the death, resignation, being dropped, or expulsion of a Member, all of that Member’s rights, offices, and interests in the Association and its property (if any), shall terminate, but the liability of such Member to the Association shall continue for any dues, assessments, or indebtedness accrued prior to the time he or she ceased being a Member.

Section 2.        Membership in the Association, and all rights, benefits, offices, and privileges pertaining thereto, are not transferable.

A Member may be suspended or expelled for conduct detrimental to the interests of the Association, or for soliciting any Member of the Association at the Meetings, or within the Meeting area, for any purpose, or who shall use the name of the Association unwarrantably for the purpose of obtaining goods or money, and, if an Officer or Member of any Committee, may also be removed from office, but no Member shall be suspended or expelled until written and signed charges shall have been presented to the Board of Directors. The Board of Directors shall then investigate the charges, and if by a majority vote they are satisfied that the charges are made the foundation they shall serve a copy thereof on the Member or Members against whom the charges are made. They shall give not less than two (2) weeks’ notice of the time and place of hearing answer to such charges, when they shall proceed to take testimony, hear witnesses, and shall hold such trial without restrictions of technical rules of evidence, but shall freely and fully investigate and hear the contentions of both sides. They shall then proceed to ballot upon the guilt or innocence of the Member accused; if the ballot shall be favorable to the accused the charges shall be dismissed; if unfavorable by majority ballot the Board shall then refer their findings to the Association for final action. By the same vote any Member found guilty may be expelled from the Association, and no Member so expelled can again become a Member.

Section 1.        The Association may from time to time offer portions of its Membership the ability, at a cost, to participate in certain insurance programs. 

Section 2.        In the event the Association maintains a group life insurance policy, any Regular Member or Life Member is entitled to become an insured under said policy, so long as said Member pays timely to the Association the premium or premiums due.  ‘Timely’ shall be defined as payment in full of the premium by the February Regular Meeting in a particular year for coverage during that particular year.  If payment of a premium is not made timely, the Member shall cease to be an insured under the policy as of the close of said February Regular Meeting.

Section 3.        In the event the Association maintains a disability insurance policy, any Working Regular Member or Working Life Member is entitled to become an insured under said policy, so long as said Member (a) pays timely to the Association the premium or premiums due, and (b) is Working at the time of disability.  ‘Timely’ shall be defined as payment in full of the premium by the February Regular Meeting in a particular year for coverage during that particular year.  If payment of a premium is not made timely, the Member shall cease to be an insured under the policy as of the close of said February Regular Meeting.  If the Member is not Working as of the date of disability, the Member shall be deemed not to be an insured under the policy.

Section 4.        Any Regular Member or Life Member who has resigned, or has been dropped from Membership, shall as of that date cease to be an insured under any life insurance or disability insurance policy maintained through the Association.

Section 5.        Any Life Member who, prior to the date of the amendment of Article XXIIIA and Article XXIX of these By Laws, timely paid the premiums for participation in a group life insurance policy with the Association, shall be deemed to have been eligible for participation and coverage therein.

Section 1. The Insignia of the Association shall be an irregular circle with the following inscription: NEW YORK BUILDING MANAGERS’ ASSOCIATION, INC., with the Municipal Building as an insert in the design hereon impressed.

Section 2. The Corporate Seal of the Association shall be an outer circle of rope pattern and an inner dotted circle with the following inscription: NEW YORK BUILDING MANAGERS’ ASSOCIATION, INC., with the date, May 1923, as an insert in the center in the design hereon impressed.

Section 1. Compensation shall not be paid to any officer or member of the Association for services rendered except as provided by these By-Laws.

Section 1. The rules or order as prescribed in Roberts Rules shall govern the proceedings at all meetings of the Association and the Board of Directors insofar as they do not conflict with these By-Laws.

Section 1. All measures adopted by the Board of Directors shall be submitted to the Association for ratification.  If the measure, motion or suggestion fails of ratification, it shall be referred back to the Board of Directors for reconsideration, and as reconsidered shall again be submitted to the Association for ratification or rejection at the next Regular meeting.

Section 1.  At as early a date as possible after the first day of June each year, a card numbered according to seniority in membership shall be issued to each member in good standing.  This card must be shown when called for.

Section 2.  Transfer of a Members card shall be sufficient cause for expulsion SUSPENSION OR BEING DROPPED UNDER ARTICLE XXVIII.

Section 1. No member shall have the authority to submit or furnish the membership mailing list to any person or persons unless such request shall have been made in writing to the Association for the members’ consideration. The request then can only be granted by a majority vote of the members at a regular meeting.

Section 2. OTHER THAN ON HIS OR HER RESUME, No member shall use or expose any name or insignia of the Association on business stationery or literature of any kind or in any manner use his/her connection with this Association for business or commercial purposes, or write, or cause to be written, any statement regarding the aims, purposes, policies or transactions of this Association; or present himself/herself as representing this Association in any official capacity; or verbally do any of these things, without rendering himself/herself liable to expulsion as provided in Article XXVIII, except when such use shall have been approved by a majority of the members present at a meeting of the Association.

The duly elected Officers of the Association, during their term of office, but not the Board of Directors or Committee Chairpersons, unless approved by the Board of Directors, are specifically exempted from the provisions of Section 2 insofar as these provisions may conflict with the duties of their respective offices.

For purposes of these Bylaws, the following definitions shall apply:

Associate Member – a member of the Association as specified in Article XXIII of the Bylaws.

Association – the New York Building Managers’ Association, Inc.

Audit Committee – a committee established under Article XVI.

Board/Board of Directors – all of the serving Directors of the Association.

Bylaws – the duly approved rules of the Association, as amended from time to time.

Chairperson – the head of a Committee.

Committee – a subgroup of two or more Members created by the Association or the Board under Article X of the Bylaws and charged with a specific task or tasks.

Corporate Seal – the official seal of the Association.

Director – a serving director of the Association as identified in Section 1 of Article XI of the Bylaws.

Finance Committee – a committee established under Article XII.

Good Standing – being current on any dues or fees owed to the Association, after written notice given, and not owing the Association any money or property.

Guest – a person who is not a Member who has the advance permission of the President to attend a meeting of the Board or of the Association.

Honorary Member – a member of the Association as specified in Article XXII of the Bylaws.

Installation – The ceremony in which newly elected Officers assume their duties.

Life Member – a member of the Association as specified in Article XXIIIA of the Bylaws.

Member – a member of the Association who is either a Regular Member, Life Member, Associate Member, Honorary Member, or Past President.

Officer – any of the serving President, Vice President, Treasurer, Financial Secretary, and Secretary of the Association, as identified in Section 1 of Article IV of the Bylaws.

Annual Meeting – the meeting of the Association held once a year as specified in Section 1 of Article II of the Bylaws.

Past President – any former President of the Association.

Property Committee – a committee established under Article XIII.

Regular Meeting – the monthly meeting of the Association as specified in Section 1 of Article II of the Bylaws.

Regular Member – a member of the Association as specified in Article XXI of the Bylaws.

Related Trade – a trade or occupation connected with or incidental to the operations of a building or buildings.

Sickness and Distress Committee – a committee established under Article XV.

Special Meeting – any meeting called by the President under Section 1 or Article II of the Bylaws for one or more specific purposes.

Working – being employed at a building or buildings for more than thirty (30) hours per week as a building manager, resident manager, or superintendent (as those terms are customarily understood), and directly supervising six (6) or more employees in the maintenance and operation of such building or buildings.

Section 1. These By-Laws may be repealed or amended by two-thirds vote of the Regular Members and Life Members of the Association present at any meeting thereof, provided the proposed amendments shall first have been submitted to the Board of Directors in writing, and reported by it to the body at large for vote at the next meeting of the Association and written notice thereof given to the membership.

Section 2. Members shall receive notice of all proposed changes of the By-Laws and should action be deferred, shall be notified.

Section 3. These By-Laws shall not be suspended.