Long Island Convention and Visitors Bureau By-Laws
Revised – May 2008
Article I - OFFICES
A) The principal offices of the Corporation shall be at such place as the Board of
Directors may designate.
B) The Corporation may have such other offices at such other places as the Board of
Directors may, from time to time, designate.
Article II - PURPOSES
Section 1
A) The purpose for which the Corporation exists is to promote Suffolk and Nassau
Counties as one region and to stimulate its economic growth by attracting meetings,
conventions, sporting events and tourists to Long Island.
B) To that end, the monies received from the counties of Suffolk, Nassau, its
members, and other agencies will enable the Corporation to develop a staff and suitable
programs that will achieve its goals.
Section 2
A) To promote the trade, commerce and industry of its members and of Long Island in
general. To solicit contributions and receive money and property for or connected with
the foregoing purposes and for the mutual advancement of the interests of the members of
this Corporation but not for the pecuniary profit or financial gain of its members,
officers or Directors, except as permitted under Article 5 of the Not- For -Profit
Corporation.
Article III - CORPORATE SEAL
A) The Corporate Seal shall have inscribed thereon the name of the Corporation, the
date of its incorporation, and the words “Corporate Seal, State of New York.” The Seal
may be used by causing it, or an authorized facsimile thereof, to be impressed, affixed,
or imprinted.
Article IV- MEMBERSHIP
Section 1- Membership
A) Any person or corporation, partnership, association, or governmental organization
of Suffolk and Nassau Counties, interested in promoting the convention and visitor
business in Suffolk or Nassau Counties, may make application for membership, and upon
payment of the membership fee, and upon compliance with such conditions as may be
prescribed by the Board of Directors for membership, may become a voting member of the
Corporation. Each membership shall entitle the holder to one vote on membership matters.
The Board shall have the power to reject any membership application if such rejection is
deemed by the Board to be in the best interest of the Corporation.
B) Any person associated with an active member in the management of the same facility
or having a financial interest is eligible for associate active membership and will not
have a vote.
C) Any person or corporation, partnership, association, or governmental organization
not located on Long Island, but doing business on Long Island may make application for
membership and upon payment of the membership fee, and upon compliance with such
conditions as may be prescribed by the Board of Directors for membership, may become an
affiliate member of the Corporation. Affiliate Members will not be entitled to a vote and
are unable to hold office or become a member of the Board of Directors.
Section 2 - Honorary Members
A) The Board of Directors, by unanimous action of the quorum present at any meeting
may elect as an honorary non-voting member any person(s) distinguished for their
achievements or contributions to the tourism industry on Long Island. Honorary members
shall be exempt from all dues and assessments.
Section 3 - Dues & Assessments
A) The Board of Directors shall have full power to fix the amount and method of payment of
all dues for all class of membership, except that honorary members shall not be required
to pay any dues. Any member who shall fail to pay any dues or assessments for a period of
ninety (90) days after the due day thereof, shall be notified in writing of such
non-payment and if the amount due is not paid within thirty (30) days after the mailing of
such notice, membership shall be terminated without further notice.
Section 4 - Annual Meeting
A) The annual meeting of the members of the Corporation shall be held on the third
Monday of November, at a location to be determined by the Board, or such other date as the
Board of Directors shall determine. Notice of time and place of the annual meeting shall
be given by mailing a copy thereof to each member, or delivering same in person at the
last address of record not less than twenty (20) calendar days before the meeting.
B) Electioneering, as defined in the New York State Election Law, or the canvassing
for votes and/or ballots, shall not be allowed on the day of the Annual Meeting in or
around the grounds of the facility chosen as the site for the Annual Meeting.
Section 5 - Special Meetings
A) Special meetings of the members of the Corporation shall be held at such place as
shall be designated in the Notice of Such meeting upon the call of the Chairperson of the
Board, or of any 6 Directors, or of any 10 members. Notice of the time, place, and
purpose of such Special meeting shall be given by mailing, telegraphing, cabling, faxing,
or delivering in person the same to each member in good standing at the last address of
record at least 10 days before the meeting, provided, however, that a Special Meeting
called to change the Certificate of Incorporation pursuant to Section 802 of the
Not-For-Profit Corporation Law shall be noticed as provided for in Section 605 of said
Law.
Section 6 - Quorum
A) The Secretary shall certify the number of regular members for the purpose of
determining what number constitutes 10%. One tenth of the number of voting members of the
Corporation shall constitute a quorum for any duly noted meeting of the membership of the
Corporation. Fifty (50) calendar days prior to the Annual Meeting the quorum will be set
based on the number of active members in good standing on that date.
B) A member in good standing is defined as not in arrears of membership dues or any
assessments.
Section 7 - Termination of Membership
A) Membership in the Corporation may be terminated as follows:
1. Any member may voluntarily resign by giving written notice of such resignation to
the principal offices of the Corporation.
2. Membership may be terminated for cause upon a majority vote of the Board of
Directors present at a meeting where the vote is taken, provided that notification of
proposed termination has been sent to both the member being terminated and all voting
members of the Board of Directors with proper notice of the meeting.
3. Failure to pay dues in a timely fashion as described under Article IV, Sec. 3A.
ARTICLE V - BOARD OF DIRECTORS
Section 1 - Board of Directors
A) The Board of Directors shall have general charge of the affairs, funds, and
property of the Corporation. It shall have full power and duty to carry out the purposes
of the Corporation according to its Certificate of Incorporation and By-laws.
Section 2 - Election of Directors
A) Directors shall be regularly elected by the Membership at the Annual Meeting of
the Corporation.
B) The Board of Directors, by unanimous action of the quorum present at any meeting,
may elect as an honorary non-voting Director any person(s) distinguished for their
achievements or contributions to the tourism industry on Long Island. Honorary Directors
shall be exempt from all dues and assessments and shall serve a lifetime term. Honorary
Directors will not be included in the count of a quorum.
Section 3 - Eligibility
A) The members of the Board of Directors shall be selected from the representatives of the
voting members of the Corporation. A majority of the Elected Board of Directors shall be
selected from the areas of Hotels/Motels, Attractions, Restaurants and general business
categories.
B) A member of the Board of Directors must hold membership in good standing in the
Corporation either individually or through a corporation, firm, association or
governmental agency. Board seats exclusive of Ex – officio positions (as long as they
reside on Long Island and their business is involved in the Long Island Tourism industry)
are held by the individuals, instead of the corporation, firm, association or governmental
agency which they represent.
C) Only one member from any individual, corporation, partnership, associates or
governmental organization, be it active or associate, may hold a seat on the Board of
Directors at any one time.
D) Except as noted herein, no member of the Board of Directors may hold public office,
either appointed or elected. If a member of the Board of Directors is elected or appointed
to a public office while serving on the Board of Directors, their seat is automatically
forfeited and vacated effective the date they take office. No action by the Board of
Directors will be required to vacate this Board seat. Exception: Any member of the Board
of Directors holding public office, either appointed or elected, prior to May 1, 2008 may
continue to serve on the Board of Directors without forfeiting their seat, provided there
is no change in the public office held at the time of their existing Board service.
Section 4 - Number of Directors
A) The Board of Directors shall be constituted as follows:
1. There shall be thirty-nine (39) Directors, thirty-two (32) elected by the
membership. A minimum of one third of the entire board shall be represented by the
Lodging Industry membership.
2. A member of the Board of Directors shall be the current President of the Long
Island Hotel & Motel Association who will be a voting member.
3. The representatives from the NYS Department of Economic Development, L.I. Chapter,
and the current Executive Director of the NY State Restaurant Association, L.I. Chapter,
will be ex- officio members.
4. The Deputy County Executive for Suffolk County and the Commissioner of Commerce &
Industry for Nassau County shall serve as ex-officio members of the Board of Directors or
may designate a representative to the Board of Directors who may serve in their place as
ex-officio members of the Board of Directors.
5. The immediate past Chairperson of the Board shall be an ex-officio member of the
Board of Directors until a new Chairperson of the Board is elected. If the past
Chairperson of the Board cannot serve, the prior past Chairperson of the Board will serve.
6. A representative of the New York State Office of Parks, Recreation and Historic
Preservation shall be an ex-officio member.
7. All ex-officio members of the Board shall have the right to vote, excluding the
President of the organization.
Section 5 - Term of Directors
A) The term of office for an elected director shall be for three (3) years, except as
otherwise herein provided. At the Annual Meeting of the Corporation, one-third (1/3) of
the Board shall be elected. The term of Board members newly elected at the annual meeting
of the Corporation shall take effect January 1st of the New Year.
B) No elected director shall serve more than four (4) consecutive 3-year terms. A
director who shall have been elected to fill an unexpired term in accordance with Section
6 shall, upon completion of such term, be eligible to be elected to not more than 4
consecutive 3-year terms.
Section 6 - Vacancies
A) Vacancies of the Board of Directors occurring between Annual Meetings of the
Corporation may be filled by the Board of Directors at any time. A Director who is
appointed to the Board to fill a vacancy occurring on the Board between Annual Meetings
shall serve until the next Annual Meeting.
Section 7 - Termination of Directors
A) When an elected Director shall have three (3) consecutive absences from meetings
of the Board of Directors, the President or Chairperson of the Board shall contact that
person to review the situation and the Board shall then take appropriate action.
B) A Director may be terminated for cause by a 75% vote of the entire Board of
Directors present at a duly constituted meeting, called for that matter.
Section 8 - Meetings
A) There shall be six (6) regular meetings of the Board of Directors held annually,
one of which shall be the annual meeting, at a place designated by the Chairperson of the
Board. Notice for time and place of the holding of such meetings shall be given by
mailing a copy thereof to each Director or delivering the same in person at the last
address of record, not less than ten (10) calendar days shall be given before such
meeting.
Section 9 - Special Meetings
A) Special meetings of the Board of Directors shall be held in the principal office
of the Corporation or at such other place as may be designated by the Chairperson of the
Board in the notice of such meeting upon the call of the Chairperson of the Board, the
President, or any six (6) Directors, and providing that notice of such meeting has been
given no later than five (5) calendar days shall be given before said meeting by mail, fax
or electronic mail.
Section 10 - Quorum
A) At least eighteen (18) members of the Board of Directors shall constitute a quorum
at any meeting of the Board. The affirmative vote of the majority of the Directors
present, but not less than ten (10) affirmative votes, shall be needed to pass any
resolution.
Article VI - OFFICERS
Section 1 - Officers
A) The elected Officers of the Corporation shall consist of a Chairperson of the
Board, Vice Chairperson, Secretary, and Treasurer, who shall serve without compensation.
The term of elected office shall be for 1 (one) 2-year term. No Chairperson of the Board
shall serve consecutive terms.
B) Elected Officers shall serve until replaced by the Board of Directors. Officers
shall be elected at the first scheduled Board Meeting following the Annual Meeting., and
shall take place no earlier than January 1st.
C) The Board of Directors shall appoint a President who shall be the Chief Executive
Officer. Other Staff Officers may be appointed by the President with the approval of the
Board of Directors.
D) Vacancies of officers shall be filled by a majority vote of directors present at a
meeting of the Board of Directors to fill the balance of the term.
Section 2 -Chairperson
A) Chairperson of the Board - The Chairperson of the Board shall preside at all
meetings of the Corporation including the Board of Directors and the Executive Committee.
Section 3 - Vice Chairperson
A) Vice Chairperson of the Board - The Vice Chairperson shall, in the absence of the
Chairperson, in general perform the duties of the Chairperson of the Board.
Section 4 - Secretary
A) Secretary - The Secretary shall act as the Secretary of all meetings of the Board
of Directors and of the Executive Committee and supervise the preparation of all minutes
of these meetings.
Section 5 - Treasurer
A) The Treasurer shall have the custody of all funds and securities of the
Corporation which may come into his/her hands. The Treasurer shall keep or cause to be
kept full and accurate accounts of receipts and disbursements of the Corporation in the
name and to the credit of the Corporation at such banks or depositories as the Board of
Directors may designate. Whenever required by the Board of Directors or the Executive
Committee, the treasurer shall render a statement of the accounts. The treasurer shall at
all reasonable times exhibit the books and accounts to any Officer or Director of the
Corporation, and shall perform all duties incident to the position of Treasurer subject to
the control of the Board of Directors. The Treasurer shall, when required, give such
security for the faithful performance of his/her duties as the Board of Directors may
determine.
Section 6 - President
A) President-The President shall be the Chief Executive Officer of the Corporation
and shall have general supervision of the affairs of the Corporation. The President shall
keep the Board of Directors fully informed and shall freely consult with them concerning
the activities of the Corporation. The President shall perform such duties as outlined in
Employment Contract. He shall perform such other duties as shall be assigned from time to
time by the Chairperson of the Board, Board of Directors or the Executive Committee. The
President shall serve as an ex-officio member of all committees.
Article VII - EXECUTIVE COMMITTEE
Section 1 - Executive Committee
A) There shall be an Executive Committee of the Board of Directors which, in the
interval between the meetings of the Board of Directors, shall act for and exercise the
power and authority vested in the Board of Directors to the extent permitted by law and
these By-laws.
Section 2 - Members of the Executive Committee
A) The officers of the association, who are directors, the representatives to the
Counties of Nassau and Suffolk as set forth in Article V Section 4d, and the immediate
past Chairperson of the Board, together with three directors nominated by the Nominating
Committee and approved by the Board of Directors shall constitute an Executive Committee
of the Board of Directors.
B) Three (3) members of the Board shall be nominated by the Nominating Committee and
approved by the Board for a two (2) year term.
Section 3 - Quorum
A) At least five (5) members of the Executive Committee shall constitute a quorum for
all meetings of the committee. A majority of the members present, but no less than four
(4), is required to pass any measure.
Article VIII - STANDING COMMITTEES
Section 1 - Committees
A) The following shall be the Standing Committees of the Board: Finance, Nominating
and By-laws. The Chairperson of the Board as a voting member and the President, as a
non-voting member, shall be members of all committees.
Section 2 - Duties
A) The Board of Directors shall authorize and define the powers and duties of the
Standing Committees.
B) Members may sign up for committees in December of the year the election of the new
officers take place. Members of Standing Committees shall serve until replaced.
C) No more than 10 people shall serve on any Standing Committee, exclusive of the
Chairperson and President. Such committee members will be approved by the Executive
Committee.
D) Each December of an election year of officers the President will send out a form
requesting each Board member’s interest and priority on serving on a Standing Committee.
E) The same person cannot serve on more than one Standing Committee unless a vacancy
occurs after all interested parties have been assigned.
Section 3 - Chairpeople
A) The Chairperson of the Board of Directors shall appoint, subject to approval of
the Board, the Chairperson of each standing committee, except Nominating who shall be the
Immediate past Chairperson of the Board.
Section 4 - Quorum
A) One third (1/3) or a minimum of three (3) of the members of any Standing
Committee, whichever is greater, shall constitute a quorum, except as otherwise provided
in these by-laws.
Article IX - OTHER COMMITTEES
Section 1 - Creation of Other Committees
A) Ad Hoc Committees
1. In addition to the Standing Committees there shall be such other Ad Hoc Committees
as the Chairperson of the Board may designate. Appointment to such Committees shall be
made by the Chairperson of the Board subject to the approval of the Board of Directors.
The Board of Directors shall authorize and define the powers and duties, as well as the
number of members of such Committees.
B) Other Committees
1. In addition, there shall be such other Committees as the Chairperson of the Board
and the President so designate. Each Committee shall have a Board liaison selected by the
Chairperson of the Board and approved by the Board of Directors. In addition, the
Chairperson of the Board shall select a Chairperson for such Committees.
Section 2 - Quorum
A) One third (1/3) or a minimum of three (3) of the members of any Committee,
whichever is greater, shall constitute a quorum, except as otherwise provided in these
by-laws.
Article X - NOMINATING COMMITTEES
Section 1 - Formation & Purpose
The Nominating Committee shall be a Standing Committee.
A) To propose a slate of Directors to be voted on by the general membership at the
Annual Meeting of the Corporation.
B) To propose Board members to fill vacant positions occurring between Annual
meetings of the Association to be voted on by the Board at the next regular or special
meeting of the Board of Directors.
C) To propose a slate of Officers to be voted on by the Board of Directors at the
first Board meeting held after the Annual meeting of the Corporation.
D) The immediate past Chairperson of the Board shall be the Chair of the Committee.
Section 2 - Structure of Nominating Committee
A) The Nominating Committee shall be comprised of ten (10) members as follows:
1. The immediate past Chairperson of the Board.
2. Designated representatives of the Counties of Nassau and Suffolk as set forth in
Article V Section 4d.
3. Seven (7) members who shall be appointed by the Chairperson of the Board subject
to the approval of the Board of Directors.
Section 3 - Quorum
A) At least four (4) members of the Nominating Committee shall constitute a quorum.
Section 4 - Report
A) The Nominating Committee shall submit its report to the Secretary not less than
forty-five (45) calendar days prior to the date of the Annual Meeting of the Corporation.
Section 5 - Notice
A) The Secretary shall submit written notice of report of the Nominating Committee
together with the Notice of the Annual Meeting to the membership at the last address of
record not less than thirty (30) calendar days prior to the Annual Meeting.
Section 6 - Additional Nominations
A) The Secretary will receive additional nominations for Directors made in writing
and
supported by the signatures of not less than five (5) members in good standing up to
twenty (20) calendar days prior to the scheduled starting time of the Annual Meeting.
Nominations will not be accepted from the floor.
1. A ballot will be mailed to the designated representative sixteen (16) calendar
days prior to the Annual Meeting.
2. The ballot must be returned to the Secretary of the Corporation no later than two
(2) business days prior to the Annual Meeting.
B) Additional nominations for Officers may be made at any time by members of the
Board of Directors up to the close of nominations by the Secretary at the first
Board meeting held after the Annual meeting of the Corporation.
Section 7 - Voting
A) If there are more candidates for the position of Director than there are
vacancies, then the election shall be by written ballot.
B) If there are more candidates for the position of Officer than there are vacancies,
then the election shall be by written ballot.
Section 8 - Clarification
A) In the event that a situation arises that is not clearly defined by the existing
By-laws, Roberts Rules of Order will apply.
Article XI - CONTRACTS, CHECKS, BANK ACCOUNTS, INVESTMENTS, ETC.
Section 1 - Checks, Notes, Contracts, Etc.
A) The Board of Directors is authorized to select such depositories as it shall deem
proper for the funds of the Corporation and shall determine who, if anyone, in addition to
the President, shall be authorized in the Corporation’s behalf to sign bills, notes,
receipts, acceptances, endorsements, checks, releases, contracts, and documents.
Section 2 - Investments
A) The funds of the Corporation may be retained in whole or in part in cash or be
invested and reinvested from time to time in such property, real, personal, or otherwise,
or stocks, bonds, or other securities, as the Board of Directors in its discretion may
deem desirable, without regard to limitations, if any, now imposed or which may hereafter
be imposed by law regarding such investments.
Article XII - Corporate Books
A) There shall be kept at the principal office of the Corporation, correct books of
account of the activities and transaction of the Corporation, including a minute book
which shall contain a copy of the Certificate of Incorporation, a copy of these By-laws,
and all minutes of the Board of Directors and the Executive Committee.
Article XIII - Fiscal Year
A) The Fiscal Year of the Corporation shall be determined by the Board of Directors.
Article XIV - INDEMNIFICATION
A) The Corporation shall, to the fullest extent now or hereafter permitted by law,
indemnify any person made a party to any action or proceeding, civil or criminal, by
reason of the fact that said person or his or her estate was or is a Director or Officer
of the Corporation, against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorney’s fees, except to the extent that the same is paid by
insurance proceeds provided by the Corporation or said person.
Article XV - AMENDMENTS
A) These By-laws may be amended at any meeting of the Board of Directors by a vote of
two-thirds (2/3) of those present constituting a quorum, provided that a copy of all
proposed amendments has been sent to all members of the Board of Directors with proper
notice of the meeting.
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